GENERAL TERMS AND CONDITIONS OF SALE

The present general terms and conditions of sale are intended to determine the terms under which WINE SERVICES, a simplified joint-stock company registered in Bordeaux under number 520 132 069, located at 20 Quai de Bacalan – 33300 BORDEAUX, and with the intracommunity VAT number: FR93520132069 (hereinafter “WINE SERVICES“), provides its clients, professionals in the industry of Fine Wines and Champagnes, with any data collection and analysis services, market studies, media monitoring, or marketing strategy advice (including through the Market Intelligence platform of WINE SERVICES) – the 4Ps of the marketing mix – to facilitate the enhancement of their brands.

ARTICLE 1 – DEFINITIONS

For the purposes of these terms, the notions and terms used below, capitalized, whether singular or plural, are understood as follows:

ARTICLE 2 – SCOPE OF APPLICATION

The Client acknowledges having verified the adequacy of the Services to their needs and having received from WINE SERVICES all the necessary information and advice of decisive importance to sign the Quote knowingly and to conclude the Contract.

The General Conditions apply without restriction or reserve to all the Services ordered by the Client as stated in the Quote, regardless of the mode of transmission.

These General Conditions establish the full rights and obligations of the Parties and cancel all other verbal or written commitments that the Parties may have previously subscribed to concerning the same subject matter. Therefore, any general terms of purchase of the Client are thus excluded.

Moreover, any possible exception or derogation to these General Terms of Sale is only enforceable with the express and written permission of WINE SERVICES.

Finally, given the legal, regulatory, or technological developments likely to impact the modalities of provision of the Services rendered by WINE SERVICES, the Client is invited to be aware of the General Conditions before any subscription of Services. Subject to any contrary provision of the law, the applicable General Conditions to the relationships established between the Client and WINE SERVICES are those in force on the day of the conclusion of the Quote.

These Conditions are made available to the Client and remain accessible from the site https://myapp.wine-services.com/. 

ARTICLE 3 – SUBSCRIPTION OF SERVICES – TERMINATION

All or part of the Services – listed in Article 4 “SERVICE TYPOLOGY” – may be subscribed by the Client by contacting WINE SERVICES by email, contact form, or phone (see “Contact” section of the website https://www.wine-services.com/). 

Following the identification of needs formulated between the Parties, WINE SERVICES sends the Client the quote summarizing the content, duration, and cost of the requested Services.

The signing of the quote by the Client binds the Parties under the terms of this Contract, for the period indicated in the Quote.

It is specified that upon the expiration of the initial period, the Quote is tacitly renewed for an identical period, unless prior written cancellation, by registered letter with acknowledgment of receipt, by one or the other of the Parties, occurring three (3) months before the end of the concerned Quote.

Moreover, in the event of a violation or non-performance of one of the contractual obligations incumbent on the other Party, the aggrieved Party may request the termination of all or part of the Contract, following the sending – by registered letter with acknowledgment of receipt – of a formal notice ordering the defaulting Party to comply, which would remain unsuccessful for a period of thirty (30) calendar days.

Likewise, following the persistence of a case of force majeure under the conditions described in Article 12 “FORCE MAJEURE”, the aggrieved Party has the right, by written notification to the defaulting Party, to request the termination of the Quote and/or the Contract, without any compensation from either party.

Whatever the reason for the end of the Quote and/or the Contract, the termination of the latter immediately suspends any right of the Client to continue its use of the Deliverables and the Platform. In this case, it is up to the Client to proceed, without delay, to the destruction of any possible copy of the Deliverables in its possession.

Finally, any modification of a Quote requires the regularization of a new Quote in due form.

ARTICLE 4 – SERVICE TYPOLOGY

Within the framework of this Contract, WINE SERVICES offers the following Services, which are notably provided to the Client under the conditions of Article 6 “INTELLECTUAL PROPERTY”.

The scope of the Services subscribed by the Client is specified in the Quote.

Access to the Platform is offered to the Client and the Users designated by it at the conclusion of the Quote. Once their account is created, each User accesses the Platform using their personal username and password and commits to respecting the rules set out in the General Terms of Use, which complement these General Terms of Sale.

WINE SERVICES commits to making its best efforts so that the Platform (i) is provided to the Client free of malfunctions and (ii) is accessible 24 hours a day, 7 days a week except in the event of an occurrence beyond the control of WINE SERVICES (including cases of force majeure), possible malfunctions, or maintenance interventions necessary for the proper functioning of the Platform or its security.

To this effect, it is reminded that maintenance and/or updates of the Platform may be carried out without prior warning to the Client. Likewise, it is up to the Client to perform any data backup operations concerning them.

Finally, the Client declares being aware of the characteristics and limits of the Internet and therefore it is incumbent upon them to take all useful measures to keep their passwords and sensitive information confidential and to protect their own data and information systems from attempts at intrusion or hacking, by third parties, via the Platform.

4.1 Mapping and distribution monitoring

Through its Platform, WINE SERVICES allows the Client to have access to information related to the distribution of its products (evolution, prices, competitors’ situation, etc.) among the main global e-commerce sites and its distributors, as well as information related to the visibility of its products and the representation of its brand in the media.

To this effect, the Client acknowledges that WINE SERVICES relies, in part, on online sales data provided by the company VINCELL registered under number 520 467 804 in VIENNE, established at 2 Impasse des Ecorchays 38230 TIGNIEU-JAMEYZIEU (hereinafter “Wine Decider“), owner of a website comparing all types of wine, vintage, and appellation.

These data may contain errors.

WINE SERVICES is, in this regard, neither responsible for their accuracy or completeness, nor for their updating.

4.2 Global media monitoring

The Client may benefit from a media monitoring service allowing them to receive publications concerning its organization, its brands, or the specific wine ecosystem of its geographic area.

This monitoring proposed by WINE SERVICES may cover print and/or digital media outlets.

Finally, the Client acknowledges that WINE SERVICES conducts its press review with the authorization of the French Copyright Exploitation Center (CFC). In execution of the contract concluded with the latter, WINE SERVICES notably pays a usage fee and is obliged to respect the intellectual property rights associated with the reviews.

Therefore, any provision of one or the other of the press reviews, by the Client, to third parties in a network or by any other means, any dissemination, redistribution, in any form whatsoever, and more generally any use of it by the Client not expressly provided for in Article 6 “INTELLECTUAL PROPERTY” of the Contract is strictly prohibited.

4.3 Access to tasting notes and comments

WINE SERVICES works in collaboration with certain tasting sites, the list of which is available upon simple request.

Subject to having previously subscribed to a subscription to the concerned sites, the Client may access the notes and comments of tasting sessions concerning the products of their or their brands, from the Platform.

In this context, the Client remains, in their use of the notes and comments, subject to the general terms of services set by each of the concerned websites.

4.4 Studies

Upon specific request to WINE SERVICES, the Client may benefit from the expertise of WINE SERVICES to assist them in the analysis of the Data and in the identification of axes for improving the performance of its brands.

Any study ordered from WINE SERVICES gives rise to the provision of a Deliverable to the Client.

ARTICLE 5 – OBLIGATIONS OF THE PARTIES

5.1 General Obligations

Each Party undertakes, within the framework of the Contract, to honor in good faith its contractual obligations and to bring to the attention of the other Party, as soon as possible, any information likely to directly or indirectly impact the execution of this Contract.

5.2 Specific Obligations of WINE SERVICES

WINE SERVICES commits to providing the Services, as a diligent professional, according to a general obligation of means.

5.3 Specific Obligations of the Client

The Client undertakes to respect its obligations, as defined in the Contract and to inform WINE SERVICES of any event likely to impact the proper execution of the Services.

Moreover, the Client commits to:

• – Obtain and maintain, at their expense, the computer hardware, software, lines, and telecommunications installations necessary to use the Platform;

• – Ensure the continuous protection of its equipment, materials, software packages, passwords, notably against viruses and intrusion attempts;

• – Pay the amounts stated in the concerned Quote, within the allotted timeframes;

• – Respect the intellectual property rights of WINE SERVICES on the Deliverables and the Platform, in accordance with Article 6 “INTELLECTUAL PROPERTY”;

• – Not communicate any information, related to one of its competitors, obtained through the Platform, the Data or a Deliverable (name, situation of its brands, etc.) during its external communications.

ARTICLE 6 – INTELLECTUAL PROPERTY

6.1 Generalities

Each of the Parties retains exclusive ownership of the creations, patents, software, designs and models, trademarks, know-how, visuals and graphic elements, and information belonging to it, developed or acquired prior to the entry into force of this Contract or outside the framework thereof.

6.2 License

A) Platform

WINE SERVICES hereby grants to the Client, and for the sole duration of the Contract, a non-exclusive, non-transferable, personal, and non-sublicensable license to use the Platform, solely for the needs of the Contract, valid worldwide.

To this end, it is specified that this license on the Platform does not confer the right, for the Client, to:

• – Reproduce the Platform, in whole or in part, by any means and in any form;

• – Delete, alter, or conceal in any way the trademarks, copyrights, or other property titles, affixed to one or the other of the elements of the Platform;

• – Proceed with any adaptation, modification, translation, transcription, arrangement, compilation, decompilation, assembly, disassembly, transcoding, nor apply reverse engineering (“Reverse Engineering”) on all or part of the Platform;

• – Extract or reuse, for any purpose, all or part of the Platform, whether manually or automatically (web scraping via software, scripts, or equivalents);

• – Create derivative works from the Platform;

• – Modify or bypass the security devices and measures implemented by WINE SERVICES in the provision of Services.

B) Deliverables

WINE SERVICES remains the exclusive owner of the copyright on the Deliverables and grants to the Client, for the duration of the Contract and worldwide, a non-transferable personal license to use all the economic copyright rights related to the Deliverables.

In accordance with Article L.131-3 of the Intellectual Property Code, it is specified that the rights granted include, subject to respecting the confidentiality of any data related to third parties and/or competitors’ brands of the Client:

• – The right of use by the Client, of all or part of the Deliverables;

• – The right to reproduce or have reproduced, to digitize or have digitized, as many copies as the Client wishes, all or part of the Deliverables;

• – The right to represent or have represented all or part of the Deliverables;

• – The right to adapt or have adapted all or part of the Deliverables;

• – The right to publish or have published, edit, all or part of the Deliverables;

• – The right to translate or have translated all or part of the Deliverables.

Finally, WINE SERVICES is free, subject to the strict respect of its obligations regarding confidentiality as defined in Article 8 “CONFIDENTIALITY” and the respect of the rights granted to the Client, to reuse its general knowledge, as well as the pre-existing know-how that it would have implemented for the needs of the realization of this Contract.

6.3 Warranty against éviction

WINE SERVICES guarantees the Client against any eviction resulting from its personal act and the material existence of the Deliverables and the Platform, excluding any other warranty.

The Parties expressly declare that the stipulations of this Article 6 – “INTELLECTUAL PROPERTY” will remain in force after the termination of these presents, for whatever cause and in particular in the event of termination under the conditions provided for in the Contract.

ARTICLE 7 – PERSONAL DATA

The processing of personal data implemented within the framework of the Contract is described in Annex 2 “Data Protection Agreement”.

ARTICLE 8 – CONFIDENTIALITY

In the execution of the Services, the Parties are led to exchange confidential information.

In particular, the following are considered as confidential information, without this list being exhaustive, documents and information emanating from one or the other of the Parties, related to their know-how, commercial, industrial or organizational strategy, commercial, marketing, financial, legal, technical, administrative, tax or commercial data, including all data, databases, files, notes, prices, invoices, clients, suppliers, service providers, pricing grids and price reductions, commercial agreements, statistics, calculations, all figures, sales volume, sales support, as well as any data likely to fall under the secrecy of business, in application of the law n° 2018-670 of July 30, 2018 relating to the protection of business secrecy, and others, that the Parties are led to communicate or of which each Party would have knowledge within the framework of this Contract, whatever their form or nature, written, oral, electronic, or by any other means (hereinafter referred to as “Confidential Information“).

The content and modalities of execution of the Contract also constitute Confidential Information.

However, information is not considered Confidential if it:

• 1. was already known to the public at the time of its disclosure or would come to fall into the public domain, without fault of either Party; or

• 2. was communicated to the Party that received them, by a third party in a lawful manner; or

• 3. could be proven by the Party that must disclose them that it knew them prior to their communication or acquisition, in good faith; or

• 4. disclosed in execution of a legal provision, a regulation, or an administrative or judicial decision. In this last case, the Party that received the information undertakes to immediately notify the Party that disclosed them and to obtain assurance that these informations will benefit from confidential treatment equivalent to the present.

To this end, each Party undertakes to:

• – Implement all necessary measures so that the Information communicated by the other Party remains secret and strictly confidential; and

• – Apply to Confidential Information the same care and the same security, protection, and precaution measures that it applies to its own Confidential Information; and

• – Respect and have respected by the members of its staff and any subcontractors called upon to execute the Contract, the strictest confidentiality on all Information that they may be led to know on the occasion of the execution of the Services; and

• – Not use Confidential Information for purposes other than the execution of the Contract; and

• – Only disclose Confidential Information to members of its staff who have a strict need to know and who are subject to the same confidentiality obligations as those defined in the Contract; and

• – Not transmit or communicate to a third party, directly or indirectly, all or part of the Confidential Information, without the prior written agreement of the other Party; and

• – Not copy, reproduce, duplicate totally or partially all or part of the Confidential Information, when such copies, reproductions, or duplications have not been authorized by the Party from which they emanate, specifically and in writing.

The reciprocal obligation of confidentiality remains throughout the duration of the Contract and will continue beyond its termination, for whatever cause it occurs, until the informations have been made public.

ARTICLE 9 – FINANCIAL CONDITIONS

9.1 Price

The Services are delivered in return for the payment, by the Client, of the costs stated in the concerned Quote.

9.2 Billing Conditions

The rates of WINE SERVICES are expressed in euros, excluding taxes.

The VAT applicable to the sums payable for the subscribed Services is billed to the Client, in accordance with the applicable law, on the day of invoicing.

The invoices will be transmitted to the attention of the Client, at the address specified in the concerned Quote and are payable according to the deadlines and indications stated in the Quote.

Any delay in payment by the Client gives rise to the application of an interest equal to three (3) times the legal interest rate in force on the day of the deadline. This rate is applicable from the day following the deadline until the day of full payment of the sums due. Any delay in payment also entails the payment by the Client of a fixed indemnity for recovery of forty (40) euros.

ARTICLE 10 – SUBCONTRACTING

WINE SERVICES informs the Client, who accepts, that it calls upon subcontractors in the framework of the execution of the Services:

• – To the subcontractor INTERCOM R&D Unlimited Company, located in Dublin, Ireland, for the provision of the messaging service and the maintenance of the Platform;
• – To the subcontractor SALESFORCE.com, located in Paris, France, for the hosting of the Platform and its Data.

WINE SERVICES undertakes to notify the Client, as soon as possible, of any addition or modification to the list of subcontractors above.

The obligations of WINE SERVICES in terms of personal data are specified within Annex 2 “Data Protection Agreement”.

ARTICLE 11 – LIABILITY

Each Party is solely responsible for the proper execution of the obligations incumbent upon it, it being specified that the execution of the Services by WINE SERVICES is limited to a general obligation of means.

In the event of a failure by WINE SERVICES to meet the obligations incumbent upon it under this Contract, the Client may claim compensation for its damage – excluding any indirect damage – within the limits of the amounts stated in the contentious Quote, actually paid by the Client during the twelve (12) months preceding the occurrence of the fact generator.

In this regard, it is specified that in particular, the following are considered as indirect damage: loss of turnover, contracts, clientele, opportunities, reputation, profits, or the Client’s missed gain.

In all cases, the liability of the defaulting Party cannot be limited and/or excluded in case of bodily injury, gross negligence or willful misconduct.

Finally, the Client uses the Platform and the results obtained through it under its exclusive responsibility, without any possible recourse against WINE SERVICES.

ARTICLE 12 – FORCE MAJEURE

In the presence of a case of force majeure, within the meaning of Article 1218 of the Civil Code, no Party may be held responsible for the non-execution or delay in the execution of any of its obligations. To this end, it is reminded that regular and/or predictable weather events (storms, frost, violent thunderstorms, etc.) do not constitute cases of force majeure.

In such a case, it will be up to the prevented Party to notify the other Party, without delay, of the existence of the case of force majeure encountered.

However, in the event of the persistence of the case of force majeure for a period exceeding thirty (30) calendar days, the other Party will have the right, by written notification to the defaulting Party, to request the termination of the Quote and/or the Contract, without any compensation from either party.

ARTICLE 13 – NON-SOLICITATION OF PERSONNEL

Each of the Parties renounces, except with prior written agreement from the other Party, to solicit, engage or employ – directly or indirectly – any employee or collaborator of the other Party, present or future, under any status whatsoever, even if the initial solicitation would be formulated by the collaborator.

This renunciation is valid for the entire duration of the Contract and will continue for a period of twenty-four (24) months from the denunciation or termination for whatever reason of the Contract.

In the event of non-compliance with this provision, the defaulting Party will be liable for a sum equivalent to twelve (12) times the amount of the gross monthly salary proposed by the new employer.

ARTICLE 14 – IMPREDICTABILITY

These General Terms of Sale expressly exclude the legal regime of unpredictability provided for in Article 1195 of the Civil Code for the provision of Services to the Client.

ARTICLE 15 – ASSIGNMENT

The Parties are prohibited from transferring, for any reason and in any form whatsoever, for a fee or free of charge, the Contract or any of their rights and obligations to a third party.

ARTICLE 16 – INSURANCES

Each of the Parties declares being a holder, with a reputedly solvent company, of an insurance policy guaranteeing the pecuniary consequences of its civil liability that may be incumbent upon it within the framework of its services, towards the other Party, its collaborators and/or its possible subcontractors.

ARTICLE 17 – EVIDENCE AGREEMENT

Unless proven otherwise, the data recorded in the computer system of WINE SERVICES constitute proof of all actions and interactions that have occurred with the Client and with the Users.

ARTICLE 18 – GENERALITIES

18.1 Tolerance and non-renunciation

No tolerance or renunciation by WINE SERVICES in the execution of the terms of this Contract, may be deemed or considered as a renunciation of its rights or as a modification of the Contract.

18.2 Nullity

In the event that one of the non-substantial stipulations of the Contract is considered null and void under a legal or regulatory provision, present or future, or a judicial decision having the authority of res judicata and emanating from a jurisdiction or a competent body, the concerned clause will be considered as unwritten, all other stipulations of the Contract retaining binding force between the Parties.

18.3 Independence of the Parties

Each Party constitutes an independent legal entity acting in its own name and under its sole responsibility.

18.4 Communications and references

The content and modalities of execution of the Contract constitute Confidential Information.

Notwithstanding the foregoing, each Party remains free to communicate on the existence of the Contract, subject to having obtained the written and prior authorization of the other Party.

To this end, the Client authorizes WINE SERVICES, for the entire duration of the Contract and free of charge, to make use of its corporate name, brand, or logo in the context of the advertising or communications mentioned above that it could perform, in any format.

18.5 Notifications

For the execution of the Contract, each of the Parties elects domicile at the address of its registered office. Any modification must be notified to the other Party as soon as possible.

Any notification will be validly made provided it is sent by registered letter with acknowledgment of receipt or made by email and confirmed by registered letter with acknowledgment of receipt.

Notifications made by registered letter with acknowledgment of receipt are presumed to have been made on the date of their first presentation at the address of the recipient.

Notifications made by email are presumed to have been made on the date of sending the email, subject to confirmation by registered letter with acknowledgment of receipt.

18.6 Survival

It is understood between the Parties that the term of the Contract, whatever the cause, will not affect the validity of certain clauses which – due to their nature, their legal regime or in execution of the Contract – will survive the latter.

ARTICLE 19 – APPLICABLE LAW – LANGUAGE OF THE CONTRACT – DISPUTES

The Contract is subject to French law, to the exclusion of any other legislation, and drafted in French.

In case of translation, the French version of the Contract shall prevail over any other version.

In case of a dispute relating to the validity, interpretation, or execution of the Contract, the Parties agree to come together to try to find an amicable solution to their dispute within a period of thirty (30) calendar days, from the written notification of the dispute.

In the event of failure to find an amicable solution, any dispute relating to the conclusion, interpretation, execution, or termination of the Contract will be submitted to the Paris Judicial Court, including in summary proceedings, notwithstanding a call for guarantee or the plurality of defendants.

ANNEX 1 DESCRIPTION OF THE PLATFORM

Expert in Business Intelligence for more than 12 years, Wine Services enables actors in the industry of Fine Wines and Champagnes to improve the performance of their brands by optimizing their market penetration (physical, digital, and media).

Since 2011, Wine Services has designed, thanks to the meticulous collection of objective and reliable field data, the first platform measuring the presence and price of wines from estates, and their evolution over time, for each of their vintages and formats, comparing them to their competitors, in restaurants and the shelves of strategic retailers worldwide.

Year after year, Wine Services has affirmed its exclusive position of a form of augmented intelligence, allowing its clients to observe the physical distribution and all-media visibility of each of their wines in all strategic markets. Initially dedicated to the place of Bordeaux, Wine Services now supports nearly 200 estates in France and internationally, and analyzes more than 50,000 French and foreign wines, on the 35 key territories of premium wine consumption in the world. Thanks to its platform dedicated to wine estates, Wine Services assists in decision-making and in the development of strategic and operational plans, in commercial and marketing areas.

We constantly reinvent ourselves to improve and expand our offer, by anticipating the needs of our clients and the industry, by offering new services and by optimizing the use of our information, which allows us to retain, over the years, more than 95% of our clients, a source of growth and profitability.

Wine Services is committed to its social and environmental responsibility, both in its internal governance and through its actions.

ANNEX 2 DATA PROTECTION AGREEMENT

Within the framework of the Contract, the Parties carry out processing of personal data within the meaning of the applicable regulations and, in particular, of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 applicable as of May 25, 2018 (the “GDPR“).

Some of these processes are implemented by each of the Parties – as separate data controllers – while other processes are carried out by WINE SERVICES – as a processor of the Client.

This agreement on the protection of personal data (“the Agreement”) aims to specify the conditions under which these processes, resulting from the execution of the Contract, are carried out.

It is an integral part of the General Terms of Sale and constitutes its Annex 2.

• 1. DEFINITIONS

The terms and notions, used in the Agreement with a capital letter, whether singular or plural, are understood according to the definitions provided in the General Terms of Sale and in this article:

• 2. PROCESSING IMPLEMENTED BY EACH OF THE PARTIES AS SEPARATE DATA CONTROLLERS

Within the framework of the Contract, each Party respectively implements Processing, as a separate Data Controller.

These Processes consist in:

• the management of contracts, invoicing, and accounting;

• the management of the security of the Platform.

To this end, each Party undertakes to respect the applicable regulations on the Processing of personal data and in particular the GDPR.

• 3. PROCESSING IMPLEMENTED BY WINE SERVICES, AS A PROCESSOR

WINE SERVICES is authorized to process on behalf of the Client, acting as the Data Controller, the Personal Data necessary to provide the Platform and more generally, the Services.

The nature of the operations carried out on the Data consists in the collection, recording, storage, hosting, deletion, and erasure of the Data.

The purposes of the Processing implemented are the provision of the Services and the execution of the Contract concluded between the Parties.

The Personal Data processed for this purpose are as follows:

• Names and surnames of the Users;

• Professional email addresses of the Users;

• Professional phone numbers of the Users.

• 3.1 Obligations of the Parties

• a) Commitments of WINE SERVICES

As a Processor, WINE SERVICES undertakes to:

• – Process these Data only for the sole purposes of the subcontracting and in accordance with the documented instructions of the Client. If WINE SERVICES considers that an instruction constitutes a violation of the GDPR, it will immediately inform the Client. Moreover, if WINE SERVICES is required to proceed with a Transfer of Data to a third country or to an international organization, under a law to which it is subject, WINE SERVICES will inform the Client of this legal obligation beforehand, unless the relevant law prohibits such information for important reasons of public interest;

• – Take all technical and structural measures necessary to ensure the confidentiality and security of the Personal Data;

• – Keep the Personal Data processed for the retention periods set by the Client, and in any event, only for the time necessary for the execution of the Services;

• – Ensure that the persons authorized to process the Personal Data (i) commit to respect the confidentiality or are subject to an appropriate legal obligation of confidentiality and (ii) receive the necessary training in the protection of Personal Data;

• – Take into account, concerning its tools, products, applications, or services, the principles of data protection from the design and default data protection;

• – Not proceed with any Transfer of personal data outside the European Union, without having previously obtained the written authorization of the Client and without having taken all the necessary framing measures in application of the GDPR;

• – Provide reasonable assistance to the Client in the performance of data protection impact assessments or in the processing of requests for rights of Data Subjects.

• – Keep a register of all categories of processing activities carried out on behalf of the Client.

• b) Commitments of the Client

As a Data Controller, the Client undertakes to:

• – Provide WINE SERVICES with the aforementioned Personal Data, necessary for the execution of the Services;

• – Document in writing any instruction regarding the Processing of the Data by WINE SERVICES;

• – Supervise the Processing, including where appropriate by conducting audits of WINE SERVICES under the conditions agreed between the Parties;

• 3.2 Security Measures

WINE SERVICES undertakes to implement appropriate technical and organizational security measures to guarantee a level of security adapted to the nature and purposes of the Processing implemented, such as measures to ensure the confidentiality, integrity, availability, and constant resilience of the systems and services of processing.

Moreover, WINE SERVICES undertakes to set up devices aimed at regularly assessing the effectiveness of the technical and organizational measures to ensure the security of the Processing.

• 3.3 Personal Data Breaches

WINE SERVICES notifies the Client of any Personal Data Breach as soon as possible after becoming aware of it.

Where possible, this notification will include:

• a) The description of the nature of the Personal Data Breach including, if possible, the categories and approximate number of Data Subjects concerned by the Breach and the categories and approximate number of personal data records concerned;

• b) The name and contact details of the data protection officer or another point of contact from whom more information can be obtained;

• c) The description of the likely consequences of the Personal Data Breach;

• d) The description of the measures taken or that WINE SERVICES proposes to take to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects.

As a Data Controller, it will be up to the Client to proceed with any possible notification to the competent Supervisory Authority and/or to the Data Subjects.

• 3.4 Subcontracting and Transfers

WINE SERVICES informs the Client, who accepts, that it calls upon Subsequent Processors in the context of the provision of Services.

To date, the Subsequent Processors to whom WINE SERVICES has recourse are as follows:

In the event of adding or replacing one or the other of the aforementioned Subsequent Processors, WINE SERVICES will inform the Client, beforehand and in writing, specifying the changes envisaged. This information will specify the processing activities subcontracted as well as the identity and contact details of the prospective Subsequent Processors. The Client will have a period of fifteen (15) calendar days from the date of receipt of this information to present its objections.

This subcontracting can only be carried out if the Client has not raised any objection during the agreed period.

In the event of a Transfer of Personal Data outside the European Union authorized by the Client, this Transfer can only occur within the strict limit necessary for the execution of the Services and provided that:

• – It is carried out towards a country benefiting from an adequacy decision; or

• – It is framed by the conclusion of standard contractual clauses, in force during the performance of the Professional Services and validated by the European Commission.

In any event, WINE SERVICES remains solely responsible, vis-à-vis the Client, for the execution of the obligations incumbent upon its Subsequent Processors.

Consequently, it is up to WINE SERVICES to ensure that its Subsequent Processors present the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures, so that the Processing meets the requirements of the GDPR.

In the event that WINE SERVICES would be required to proceed with a Transfer of Data to a State located outside the European Union, under a judicial or administrative decision, WINE SERVICES undertakes to make its best efforts to inform the Client beforehand, to the extent permitted by applicable law.

• 3.5 Responses to requests for rights of Data Subjects

WINE SERVICES undertakes to provide reasonable assistance to the Client to enable the latter to process the requests for the exercise of the rights of Data Subjects.

Likewise, WINE SERVICES undertakes to transmit to the Client, as soon as possible, any request for the exercise of rights that it would have received and which would concern the Processing mentioned above.

• 3.6 Audit

In the context of the supervision of the Processing subcontracted to WINE SERVICES, the Client has the right to proceed or have proceeded to an audit of the proper execution of the terms of this Annex 2, within the limit of once a year and at its own expense.

This audit must be conducted – online – by members of the staff of the Client or by a third party agreed with WINE SERVICES, subject to a written notice of at least thirty (30) calendar days.

In any event, this audit can only concern the conditions of execution of the Processing of this Annex, in application of the Contract and may not exceed a duration of one (1) calendar day.

A copy of the audit report will be provided to WINE SERVICES.

• 3.7 Communication

Any information or notification related to the Processing of Personal Data mentioned above or related to the execution of this Agreement must be addressed to the Data Protection Officer of each Party or to any privileged interlocutor, nominally designated.

• – For WINE SERVICES: info@wine-services.com 
• – For the Client: identity and contact details of the Delegate or privileged interlocutor to be communicated to WINE SERVICES

• 3.8 Fate of Personal Data

At the end of the execution of the Services, WINE SERVICES undertakes to delete all Personal Data processed on behalf of the Client, subject to its legal obligations.