AIR LABEL SRL – Terms and Conditions – English translation – Version 2.0 – 30 September 2026

TERMS AND CONDITIONS

1. PREAMBLE

1.1. Our company. AIR LABEL SRL (hereinafter “AIR LABEL”) is a Belgian company with its registered office at 19 avenue des Volontaires, 1160 Brussels, Belgium, and registered under VAT number BE 0721.823.817.

Contact details:

Address: 19 avenue des Volontaires, 1160 Brussels, Belgium

Official website: www.air-label.com

Telephone: +32 2 808 18 34

Email: contact@air-label.com

1.2. Our services. AIR LABEL operates the Air Label Score assessment and labelling scheme for emissions into indoor air. Product testing is carried out by an independent laboratory with the competence and accreditations required for the relevant analyses, using the methods and test scenarios specified in the applicable Air Label Score Public Standard.

The Air Label Score label (hereinafter the “Label”) provides consumers with structured information on the level of emissions measured under defined test conditions. Each assessed Product receives a rating from A+ (very low emissions) to C (higher emissions). The rating does not constitute a general guarantee of safety, health, non-toxicity or regulatory compliance.

The Label is awarded on the basis of analyses carried out by an independent laboratory and the rules set out in the publicly available Air Label Score Public Standard. Further information is available at www.air-label.com.

2. PURPOSE

2.1. These terms and conditions (hereinafter the “Conditions”) govern the contractual relationship between AIR LABEL and its professional customers, whether Belgian or foreign (hereinafter the “Customers”), in connection with (i) the analysis and assessment of Products, (ii) the issuance of an Air Label Score report and, where expressly ordered, (iii) the right to use and communicate the Label, as described in the offer issued by AIR LABEL (hereinafter the “Offer”). The Conditions form an integral part of the contract between AIR LABEL and the Customer.

2.2. By accepting the Offer, issuing a purchase order referring to it or otherwise ordering the Services, the Customer accepts the contractual documents listed below.

– the privacy policy available on the Website;

– these Conditions;
– the Offer;
– the applicable Air Label Score Public Standard;
– the applicable communication and graphic-use rules.

The Conditions constitute the entire agreement between AIR LABEL and the Customer concerning their respective rights and obligations. Any other document, including general terms and conditions of the Customer or third parties, commercial documents or charters, shall therefore not apply. The Parties agree that the Conditions may be derogated from only with AIR LABEL’s prior written consent. AIR LABEL’s acceptance of orders issued by the Customer or an order confirmation sent by AIR LABEL to the Customer does not constitute a waiver of the application of these Conditions. Where AIR LABEL has expressly agreed to waive any rights arising from these Conditions, the remaining provisions shall continue to apply.

2.3. AIR LABEL may amend these Conditions for future Offers or renewals. Amendments shall not apply retroactively to an ongoing fixed-term commitment unless required by mandatory law, necessary to protect the credibility of the Label or expressly accepted in writing by the Customer.

2.4. The French version of these Conditions shall prevail. Any translation, including this English translation, is provided for information purposes only.

3. DEFINITIONS

3.1. “Conditions” means these terms and conditions, including the Offer, the privacy policy and the legal notices made available on the Website;

3.2. “Confidential Information” means any information disclosed by AIR LABEL or the Customer to the other Party, orally, in writing, electronically, visually or otherwise, including during meetings or visits, which it considers proprietary and confidential. This includes, without limitation, scientific or technical information, designs, processes, procedures, formulae, data, improvements, biological material, software and source documents, and information concerning the Parties’ financial affairs, products, processes, services, customers, customer lists, business plans, employees, compensation, research, development, engineering, ideas, inventions, intellectual property, patent applications, know-how, works of authorship, manufacturing, purchasing, accounting, distribution and marketing, or any information which, at the time of disclosure in any form, is or should reasonably be regarded as confidential by the receiving Party (hereinafter “Confidential Information”);

3.3. “Consumer(s)” means natural persons who may purchase or use Products bearing the Label or consult information relating to the Air Label Score rating.

3.4. “Customer(s)” means an AIR LABEL customer to whom Services are provided in connection with one or more Products that it manufactures and markets under its own responsibility;

3.5. “Label” means the Air Label Score rating signs and visuals, including the registered certification marks identified in this clause, accompanied by the applicable A+, A, B or C rating. The use of the term “certification mark” for trademark-registration purposes does not alter the scope of the Product assessment described in the Public Standard.

It also includes the scientific and methodological aspects and know-how used by AIR LABEL in connection with the Services.

3.6. “Offer” means AIR LABEL’s proposal which, together with these Conditions, governs the relationship between AIR LABEL and the Customer and describes the Services to be provided by AIR LABEL in relation to the Customer’s Product in accordance with clause 4, as well as the financial terms payable by the Customer to AIR LABEL in accordance with clause 5 of the Conditions;

3.7. “Products” means the Customer’s products that are the subject of AIR LABEL’s Services;

3.8. “Services” means, as specified in the Offer, the laboratory analysis, application of the Public Standard, determination of the rating, issuance of the report, AIR LABEL’s final verification and, where ordered and paid for, the grant of a limited right to use and communicate the Label.

3.9. “Website” means AIR LABEL’s website available at www.air-label.com.

4. SERVICES

4.1. All Services relating to the Customer’s Product are described in AIR LABEL’s Offer and are provided “as is” and “as available”.

Any description, experience, Product or content relating to the Services to be provided by AIR LABEL to the Customer, including on the Website, is indicative and may differ from corresponding content provided to other Customers. AIR LABEL disclaims liability arising from such differences.

4.2. Unless otherwise agreed, any deadline communicated by AIR LABEL for the delivery of a Service is indicative and non-binding. AIR LABEL shall use its best efforts to estimate the delivery time correctly. AIR LABEL shall not, however, be liable for any failure or delay in the delivery of the Services, and the Customer may not claim a refund where the delay results from circumstances beyond AIR LABEL’s control, such as force majeure or a decision of an AIR LABEL partner or service provider.

4.3. AIR LABEL shall use its best efforts to provide the Services professionally and diligently. Subject to the Customer’s performance of its obligations under these Conditions, AIR LABEL shall implement the means necessary to ensure the continuity of the agreed Services in accordance with these Conditions and the Offer.

More specifically, the Services shall be performed according to the following allocation of roles and responsibilities:

1. AIR LABEL shall remain fully independent in its decision-making process with respect to states, institutions, interest groups and the Customer.
2. An independent laboratory appointed within the scheme shall perform the analyses, enter the analytical data into the AIR LABEL web application, apply the applicable Public Standard through that application, determine the resulting rating and generate the corresponding report.

• The independent laboratory shall remain responsible for performing the analyses, for the analytical data entered and for correctly applying the documented technical process within the scope assigned to it.
• The analyses shall be carried out in accordance with the methods, limits of quantification, limits of detection and test scenarios defined in the applicable Public Standard and the laboratory documentation.
• AIR LABEL shall perform a final verification of the file and report before their release, without repeating the laboratory’s calculations. AIR LABEL remains responsible for the final decision authorising use of the Label, for the Public Standard and communication rules, and for handling complaints and surveillance, suspension and withdrawal decisions.

1. The methods applicable to each Product category are those defined in the version of the Public Standard applicable when the file is opened.

AIR LABEL owns and maintains the Public Standard and the test scenarios. The scenarios take account of the Product category, intended use, place of use, quantity, dilution and other relevant exposure parameters; they are described in the Public Standard.

Where the scenarios developed are based on the Customer’s recommendations concerning quantity, dilution or any other factor, AIR LABEL shall use its best efforts to verify those recommendations in advance and confirm that they correspond to the Consumer’s actual use of the Product.

1. During the assessment process, the substances and indicators defined in the Public Standard are analysed and assessed in accordance with the applicable rules. A rating from A+ to C is determined for the Product under the defined test scenario.

Indoor-air emission level	Very low	Low	Moderate	Higher
Interpretation of the rating	Very low emissions into indoor air.	Low emissions into indoor air.	Moderate emissions into indoor air.	Higher emissions into indoor air.
Exposure limit values from more than 119 international organisations	All detected substances comply with the strictest limit values.	One substance detected in the Product may slightly exceed the strictest existing limit value.	One substance detected in the Product may exceed the strictest existing limit value.	One or more substances detected in the Product may exceed the strictest existing limit value.
Carcinogenic and teratogenic substances	No limit exceeded.	No limit exceeded.	No limit exceeded.	A possible exceedance of the reference value was observed.
Usage recommendations	Follow the indicated quantities. Remember to ventilate.	Follow the indicated quantities and remember to ventilate your home.	Where possible, reduce the indicated quantities. Limit exposure of at-risk individuals. It is important to ventilate your home.	Avoid using the Product. Limit long-term exposure. It is essential to ventilate your home. Wear a mask when using or applying the Product.

The Product rating is calculated in accordance with the aggregation and final-decision rules defined in the applicable Public Standard. Only the authorised interpretation and claims corresponding to the final rating may be communicated.

Any change to the criteria, thresholds or calculation rules shall be documented in a new version of the Public Standard. Files opened before 27 September 2026 remain assessed under the version applicable when they were opened; files opened on or after that date are assessed under version V1.4 or any later version expressly applicable to them.

6. In accordance with clause 6.3 h), AIR LABEL shall carry out random checks each year to verify that certified Products have not undergone any voluntary or involuntary modification; random or targeted analyses shall be carried out annually on a selection of Products.
7. The right to use the Label is granted for the fixed period of one (1) or three (3) years specified in the Offer. Any use after the expiry of that period requires the Customer to accept a new Offer. Technical surveillance and the Customer’s continuing compliance obligations apply throughout the authorised period.

There is no automatic renewal. AIR LABEL may submit a new Offer before expiry. Renewal takes effect only after the new Offer has been accepted and the corresponding fees have been paid in accordance with the Offer.

1. For the sake of transparency towards Consumers, AIR LABEL is authorised to publish on the Website its commitments concerning the Services, the laboratories involved and the analysis scenarios. The Customer accepts that AIR LABEL’s experts may answer questions from Consumers.

In addition, AIR LABEL shall provide the Customer with a 330-character space to describe its Product on each dedicated page of the Website. This text shall be preceded by the words “Manufacturer’s note”; the Customer remains responsible for all content submitted to AIR LABEL.

AIR LABEL may review and amend this content, after informing the Customer, where the information is misleading or does not correspond to the analysis methodology used in the certification process.

1. At the Customer’s request, AIR LABEL shall provide assistance or communication materials. AIR LABEL may also, at the Customer’s request and expense, assist the Customer at press conferences. The drafting of speeches and promotional copy, and the creation of visuals and graphic materials, remain the Customer’s responsibility.

4.4. AIR LABEL shall use its best efforts (i) to provide the Services and corresponding analyses on the basis of the most widely recognised national and international recommendations, standards, laws and regulations and (ii) to anticipate and integrate new regulations and recommendations relevant to the Services and the certification of the Customer’s Product. AIR LABEL shall not, however, be liable if certain standards or recommendations are not incorporated into the Services provided to the Customer. The Customer accepts that AIR LABEL shall determine, at its sole discretion, which standards or recommendations fall within the scope of the Services and shall not be liable for declining to incorporate particular standards, recommendations, laws or regulations, whether at the Customer’s request or otherwise.

AIR LABEL shall use its best efforts to update its databases regularly in order (i) to incorporate new standards that may be taken into account and (ii) to monitor standards already incorporated whose content and requirements must be adapted to new regional, national or international requirements. AIR LABEL shall update its database according to the following process:

1. AIR LABEL shall incorporate new standards or new requirements under existing standards into its database as soon as reasonably practicable, in order to permit appropriate validation of the methodology used and, where possible, of the authority that issued the new standard.
2. It is agreed that a new standard may indicate, for certain substances, a higher or lower level of toxicity than previously recognised. Where the toxicity rating changes as a result of the new standards taken into account, AIR LABEL shall notify the Customer in writing of the potential change to the rating.

The Customer accepts the following procedures:

1. i) The Product receives a more favourable Air Label Score rating.

If the Customer wishes to use the Label during the following year:

• the Customer shall pay the annual usage fees in accordance with clause 5;
• the Customer may update the rating and use the corresponding Label on any communication medium;
• AIR LABEL shall update the rating displayed on the Website within thirty (30) days after payment of the annual usage fees.

1. ii) The Product receives a less favourable Air Label Score rating and the Customer wishes to continue using the Label with the new rating.

Practical arrangements:

• the Customer shall pay the annual usage fees in accordance with clause 5;
• the Customer shall provide AIR LABEL with the batch number of labels already printed, or the number of labels printed and the period required to exhaust that stock;
• the Customer shall sign a declaration setting out the communication commitments below and an undertaking concerning its own responsibility for marketing the Product;
• AIR LABEL shall immediately update the rating displayed on the Website.

Communication:

• the Customer shall update the rating and the corresponding Label on all its online, television and radio media within six (6) weeks;
• upon receiving notice of the rating change, the Customer shall refrain from printing new labels or any other communication material;
• upon receiving that notice, the Customer shall refrain from any new external communication concerning the Label and/or the previous rating;
• the Customer shall inform its media and press agencies and all its employees, and shall require them to comply with the foregoing provisions.

iii) The Product receives a less favourable Air Label Score rating and the Customer no longer wishes to use the Label, but Products still bearing the previous rating will remain on the market after the end of the current period.

If the Customer decides not to use the Label with the new rating during the following year but has a stock of printed labels that will be placed on the market under its own responsibility after the end of the current year:

Practical arrangements:

• the Customer shall pay the annual usage fees in accordance with clause 5;
• the Customer shall provide AIR LABEL with the batch number of labels already printed, or the number of labels printed and the period required to exhaust that stock;
• the Customer shall sign a declaration setting out the communication commitments below and an undertaking concerning its own responsibility for marketing the Product;
• at the Customer’s choice, AIR LABEL shall update the rating displayed on its Website at the end of the current period or remove the Product from the Website.

Communication:

• the Customer shall update the rating and the corresponding Label on all its online, television and radio media within six (6) weeks;
• upon receiving notice of the rating change, the Customer shall refrain from printing new labels or any other communication material;
• upon receiving that notice, the Customer shall refrain from any new external communication concerning the Label and/or the previous rating;
• the Customer shall inform its media and press agencies and all its employees, and shall require them to comply with the foregoing provisions;
• provided that the communication fees have been paid, the Customer may communicate the new rating during the following year.

1. iv) The Product receives a less favourable Air Label Score rating, the Customer no longer wishes to use the Label and no Product bearing the previous rating will remain on the market after the end of the current period.

Practical arrangements:

• the Customer shall not pay any annual usage fee for the following year;
• the Customer shall provide AIR LABEL with the batch number of labels already printed, or the number of labels printed and the period required to exhaust that stock;
• the Customer shall sign a declaration setting out the communication commitments below and an undertaking concerning its own responsibility for marketing the Product;
• AIR LABEL shall immediately remove the Product from the Website.

Communication:

• the Customer shall update the rating and the corresponding Label on all its online, television and radio media within six (6) weeks;
• upon receiving notice of the rating change, the Customer shall refrain from printing new labels or any other communication material;
• upon receiving that notice, the Customer shall refrain from any new external communication concerning the Label and/or the previous rating;
• the Customer shall inform its media and press agencies and all its employees, and shall require them to comply with the foregoing provisions.

1. v) The Product receives a less favourable Air Label Score rating and the Customer wishes to continue using the Label after reformulating the Product.
   • The Customer shall initiate a new certification process for a new Product, while complying with the procedures above, and obtain a new rating on the basis of a new analysis.
   • If the analysis of the new Product results in a rating that the Customer wishes to communicate, the annual usage fees paid for the first Product during the current period may be transferred to the new Product.
   • AIR LABEL shall publish a notice on the Website.
   • The Customer shall inform Consumers through all its online, television and radio media within six (6) weeks.
   • Upon receiving notice of the rating change, the Customer shall refrain from printing new labels or any other communication material.
   • Upon receiving that notice, the Customer shall refrain from any new external communication concerning the Label and/or the previous rating.
   • The Customer shall inform its media and press agencies and all its employees, and shall require them to comply with the foregoing provisions.
   • The Customer shall remain solely responsible for marketing the Products.

5. PRICE AND PAYMENT

5.1. Prices, discounts, supplements and the scope of the Services are specified exclusively in the Offer accepted by the Customer. Unless expressly stated otherwise in the Offer, the prices applicable to one order do not create an entitlement to identical prices for a later order or renewal.

Prices include:

1. Analysis and report fees

The cost of the analyses depends on the type of Product and is systematically set out in a quotation included in the Offer.

The corresponding Service includes:

• MS-FID analysis of VOCs and aldehyde-type volatile emissions; the analyses are carried out in a COFRAC-accredited laboratory in accordance with the following standards:
• ISO 16000-11: appropriate preparation of test specimens;
• ISO 16000-9: emission test chamber method, except for sampling times; – ISO 16000-6: VOC analysis;
• ISO 16000-3: aldehyde analysis;
• any other ISO standard validated by AIR LABEL;
• limits of quantification for the analyses ranging from 0.5 µg/m³ to 2.8 µg/m³;
• interpretation of the results and a report in one language, prepared on the basis of more than 119 national and international standards, recommendations and regulations relating to the toxicity of product emissions into indoor air; assignment of the Product’s Air Label Score rating. Any costs associated with translating the report shall be borne by the Customer.

The Customer acknowledges that the costs of shipping the Product(s) to be analysed to AIR LABEL’s operational premises are not included in the analysis and report fees.

In addition, delivery of the report does not authorise the Customer to communicate the rating obtained, regardless of the communication method. The Customer shall refrain from any communication without AIR LABEL’s prior written consent.

1. Periodic fees

AIR LABEL shall invoice the right-of-use fees for each Product in accordance with the Offer. For a three-year commitment, the fees are invoiced annually but the Customer remains committed for the full three-year term.

The corresponding Services include: – provision of the graphic guidelines governing use of the Label and the grant of rights to use the Label on certified Products;

• annual reassessment of the appropriateness of the rating assigned to those Products in light of new scientific and regulatory developments; – use of the Label on communication media:
  • publication of one Product on the main page of the Website for thirty (30) days;
  • publication of all Products on the “Products” page of the Website for the period for which periodic fees have been paid;
  • documentation concerning the Label and indoor-air pollution;
  • a public-relations campaign: reference to and recommendation of the Product;

recommendation of the Product to professionals, private individuals, conferences, seminars, doctors, trade fairs, etc.

The Customer acknowledges that:

• periodic fees shall become payable when the Customer decides to communicate the Label and the rating obtained, including through the marketing of the Product, and must be paid before any communication takes place. No communication is authorised before payment of those fees, whether addressed to the press, consumers, distributors, competitors or any other person outside the Customer’s organisation.
• For a multi-year commitment, each annual invoice shall be issued in accordance with the schedule stated in the Offer. Failure to pay an annual invoice may result in suspension of the right to use the Label, without releasing the Customer from fees due for the remaining fixed term.
• Periodic annual fees shall be payable for each Product about which the Customer wishes to communicate under the same brand. Where a Customer Product is analysed and the Customer wishes to communicate the rating obtained under several brands, annual fees shall be payable for each brand, whether owned by the Customer or by third-party companies.

If the communication concerns a brand owned by a third party or a Product manufactured by a third party, the Customer must pay the annual usage fees for every Product about which it wishes to communicate before any communication takes place. The Customer remains solely responsible for all consequences arising from the agreement it has entered into with that third party.

• The fees and any supplements relating to additional packaging, commercial references, brands, languages or uses are those stated in the Offer. No additional use is authorised unless it has been approved in writing by AIR LABEL and the corresponding fee has been paid.

5.2. Prices shall be invoiced to the Customer when AIR LABEL accepts the order; payment shall be made in full by the Customer, in accordance with the terms of the Offer, within thirty (30) days of the corresponding invoice, or may be subject to a deposit as specified in the Offer.

5.3. All prices are stated in euros (EUR) and exclude all taxes, including VAT, which shall be borne by the Customer. All costs relating to bank instruments shall be borne by the Customer.

5.4. Set-off is not permitted unless otherwise agreed. Notwithstanding clause 5.2, the following provisions shall apply:

• In the event of late payment, the Customer shall automatically and without prior notice owe a fixed indemnity equal to twelve per cent (12%) of the unpaid amounts and default interest at an annual rate of ten per cent (10%). AIR LABEL also reserves the right to restrict or suspend performance of all or part of its obligations in the event of late payment, without prejudice to its right to terminate the contract without notice.
• Termination of these Conditions shall render all invoices issued by AIR LABEL immediately payable, and the Customer shall also compensate AIR LABEL for any loss suffered as a result of termination of the contract.
• Any dispute concerning an invoice must be submitted by email within eight days after receipt by the Customer. The complaint must always state the date and number of the disputed invoice.
• All costs of recovering invoices due to AIR LABEL, whether amicably or through legal proceedings, including unpaid cheques, formal-notice costs, payment reminders, collection-agency fees, lawyers’ and bailiffs’ fees and all other legal costs, shall be borne by the Customer.

5.5. An order accepted by AIR LABEL may not be amended or cancelled by the Customer without AIR LABEL’s prior consent. If the Customer cancels its order or terminates the contract without AIR LABEL’s consent, the Customer shall owe AIR LABEL a fixed indemnity equal to thirty per cent (30%) of the total value, including VAT, of the order concerned.

6. LABEL POLICY – INTELLECTUAL PROPERTY RIGHTS

6.1. AIR LABEL is the exclusive owner of all rights relating to the Label and the associated trade names, trademarks, domain names, copyright, trade secrets and other intellectual-property rights, including know-how; the associated logos and icons, the content of AIR LABEL’s websites and its marketing materials are protected by AIR LABEL’s exclusive copyright (the “Intellectual Property Rights”).

All Intellectual property rights shall remain the entire ownership of AIR LABEL and Customer hereto agrees and confirms that no part of any Intellectual Property rights mentioned herein above is transferred to the Customer. The unauthorized communication, reproducing, copying, modification, use or publication of these material and related Intellectual property rights is strictly prohibited without prior written consent of AIR LABEL.

6.2. Except as expressly provided in these Conditions, the Customer acknowledges and agrees that it may not communicate, reproduce, copy, republish, post, display, translate, transmit or distribute any proprietary information of AIR LABEL, including Confidential Information, or otherwise infringe any Intellectual Property Right, through any medium, without AIR LABEL’s required prior authorisation.

6.3. The Label is registered as a certification mark, including in the European Union, France and the United States of America, as stated in clause 3.5. As a certification mark, the Customer represents and warrants that it shall comply with AIR LABEL’s certification-mark policy as follows:

1. the duration of the right to use the Label shall be the period of one (1) or three (3) years specified in the Offer. There is no automatic renewal; any continued use requires acceptance of a new Offer issued by AIR LABEL;
2. Customer shall use and exploit the Label in a reasonable and proper manner and in accordance with these Conditions; Customer shall refrain from any use that may cause prejudice to AIR LABEL or any third party or may be misleading for consumers;
3. Customer shall exploit the Label on its own name and shall remain solelyliable for any industrial and/or commercial risks related thereto, includingthe communicative visuals developed and the commercial discourse and use of such visuals or any other material used by the Customer in connection with the Products. Customer explicitly agrees that Validation of the visuals by AIR LABEL does not release Customer of its liability.

the Customer shall use the Label solely for promotional purposes and in connection with its own activities. It shall refrain from using the Label in connection with Products that it does not market in its own name and on its own behalf, and represents and warrants that all Products in connection with which the Label is used comply with the laws and regulations applicable in the relevant markets;

AIR LABEL may not be deemed liable for any commercial use of Labels by Customer, including, notably, any liability in connection with any Customer acts, commercial and marketing material that contains false, inappropriate, untrue or misleading allegations for the Consumer.

3. Customer represents and procures that Label shall be used exclusively in connection with classification products and services per listed in the related trademarks applications as set out under clause 3.5 (i.e. 2, 3, 4, 5, 6, 12, 16, 17, 19, 20, 24, 25, 27, 28); additionally, Customer has been informed and acknowledges that Services shall strictly relate to volatile organic compounds analysis per described in the Offer and in accordance with scenarios that are representative of standard use of the Product by Consumers.

Consequently :

• the result of the analysis and the corresponding rating issued under the Air Label Score scheme for the Customer’s Product (A+, A, B or C) may not be used by the Customer for any purpose or in relation to any analytical content or parameter other than the indoor-air emissions assessed under the Public Standard;
• Customer shall comply with dilution rate, number of sprays, quantity and so on defined by AIR LABEL, based scenarios that are representative of standard use of the Product by Consumers. Customer warrants that the method of use, dilution and usage recommendations shall never exceed those used in AIR LABEL analyses, including, insofar as it uses the Label, in the related communication media (website, packaging, miscellaneous communications, etc.).

4. the Customer shall not use the Label before the Products have been certified by AIR LABEL in accordance with the process set out in clauses 4.3 and 4.4.

the Customer shall refrain (i) from any communication or reproduction of the Label before it is awarded and (ii) from communicating information provided by AIR LABEL, whether confidential or not, except for information concerning the Product’s rating resulting from the Air Label Score analysis;

the Customer agrees not to comment on or extrapolate the results; moreover, it shall not communicate about the presence or absence of a substance in the Product without also stating the corresponding Product rating;

1. Customer represents and procures that each Product sent to AIR LABEL is an unaltered original and in its final version.

Customer shall communicate to AIR LABEL, spontaneously, any analyses that have already been carried out by a laboratory that Customer had already commissioned directly and shall guarantee that AIR LABEL may use their results, provided that they satisfy the following criteria:

• The laboratory is independent from the Customer and their respective associates.
• the laboratory is accredited by a national accreditation body and is authorised to carry out the relevant analyses. The Customer shall ensure that the laboratory provides AIR LABEL with evidence of its accreditations and scope of competence;
• The analyses are carried out in accordance with the ISO 16000, NF EN 16000-3, NF EN 16000-6, NF EN 16000-9, NF EN 16000-11, NF EN 16748 and NF EN 16749 standards for the type of Product concerned by the Services.
• Customer confirms that the composition and container of the Product have not been altered.
• The analysis shall be communicate in a format, and shall include all data that allowsAIR LABEL to extrapolate the analyses that have been carried out previously by third-party laboratories, so that they can be matched with the results established by AIR LABEL. It is agreed that completion of the provided data, as well as format of analysis shall be define by AIR LABEL at its own discretion.

1. Customer shall :
   • Provide, at AIR LABEL first request, statement and evidences, which confirm that the Products collected in their premises and factories, or sent for certification analysis, are unaltered, originals in their final form.
   • Shall use the Label exclusively for Products and containers that have been validated in advance by AIR LABEL and for which fees have been paid;

In the event that various containers for the certified Product are deemed to be used by Customer, the Label may be reproduced on each of these under the following cumulative conditions:

• the recommendations for use are identical for the various containers;
• the methods of use are identical;
• AIR LABEL has given its prior consent in writing;
• the annual usage fees for this additional container have been paid by the Customer to AIR LABEL.
• market the Products under its own responsibility and refrain from modifying (i) the formulation, composition or concentration of the Products once the certification process has been initiated with AIR LABEL and (ii) the recommendations for use, dilution or preparation of certified Products;

the Customer undertakes (i) to inform AIR LABEL immediately in writing of any change, however minor, to the composition or formulation of a Product before the marketing or promotion of that new Product and (ii) to submit that Product to a new analysis by AIR LABEL. The price of this new analysis of a previously certified Product shall be set out in a new Offer issued by AIR LABEL. Without a new AIR LABEL analysis, the Label may under no circumstances be reproduced on the new Product or on related communication materials (website, packaging, other communications, etc.);

• provide AIR LABEL with the first batch numbers of each certified Product manufactured after AIR LABEL certification is granted;
• Refrain from any act which confusion among consumers may arise or result, between certified and non-certified products;
• Provide, at AIR LABEL’s first request, a written statement and evidences, which confirm that the Products collected in their premises and factories, or sent for analysis, are unaltered, originals in their final form and compliant with all applicable laws;
• Provide, at least once a year, a written statement and evidences, which confirm that the composition of certified Product has not been changed or otherwise altered, either voluntary or not.

1. Except otherwise agreed, Customer shall allow- and cooperate with audit and inspection that AIR LABEL may perform at its own expense, it being agreed that a minimum of ten percent (10%) of Products that have been placed on the market by the Customer during the previous year shall be re-analyzed as a result.

These inspections are carried out based on Products purchased at a point of sale, or based on samples that are collected in the factory or production site.  To this end, Customer authorizes AIR LABEL to visit Customer factories during opening hours and shall be entitled to request a sample.

In the event that this inspection analysis shows a change in composition, AIR  LABEL shall contact the Customer within seven (7) working days of receiving the results to determine the origin. A second inspection analysis may be carried out based on a second random purchase at a point of sale, at the expense of AIR LABEL and upon the request of the Customer. In the event that the error is confirmed during this second inspection analysis, AIR LABEL shall automatically consider that there has been a modification or alteration in the composition of the Product, regardless of whether this was intentional or unintentional.

Within thirty (30) calendar days of receiving the written notification from AIR LABEL sent by registered letter with acknowledgement of receipt, Customers shall :

• remove any mention of the certification for the relevant Product(s) from all media;
• update the Label on the Products concerned for any new printing by displaying the new rating, or remove the Label from any new printing;
• compensate AIR LABEL, for any prejudice arising out any breach of Clause 6.3;

The Customer may, if it so wishes and at its own expense, have two samples analyzed after the disputed samples. These samples shall be purchased by AIR LABEL randomly. If the newly analyzed products comply with the result of AIR LABEL analysis, AIR LABEL shall consider that only the first batch that was re-analyzed was contaminated. As a result, the Product may regain its certification based on original rating and specification. An explanatory note may be included on AIR LABEL website to explain any change in the rating.

1. Customer shall make sure to use, in an appropriate manner, a ™ or ® sign, as to remind third parties that the Label is registered as trademark and shall comply, at any Time, with style guide and/or any instructions from AIR LABEL.

Customer acknowledges that AIR LABEL may modify the Label at its own discretion.

Additionally, Customer  shall :

• To submit to AIR LABEL each label (front/back) affixed to a Product with the Label for prior approval. This advance validation is mandatory for each version of a Label: additional packaging, different container(s), other size(s) of the Product or Labels in different languages. Labels must be validated in writing by a person who is authorized to represent AIR LABEL in a Timely manner. A commercial Product of Product whose label is distributed in several languages, but which has a Label in only one language, must only be verified once.

In this respect, Customer also have the option of having all of their communication materials that include or refer to the Label validated by AIR LABEL. Visuals shall be validated in writing by a person who is authorized to represent AIR LABEL.

• undertakes to immediately recall any element (label, article, post on social media, ‘roll-up’ visuals or any other kind of visual that contains or refers to the Label) from the market if it has not been validated in writing by AIR LABEL.

1. the Customer shall refrain from using the Label outside the territories and markets authorised in the Offer without AIR LABEL’s prior consent. It shall not assign any rights granted by AIR LABEL to third parties or allow any third party to access or use the Label, except for third parties expressly authorised in advance and in writing by AIR LABEL;
2. Customer shall indemnify AIR LABEL and hold AIR LABEL harmless against any and all liability, loss, damage, claims or causes of action, including reasonable legal fees and expenses that may be incurred by AIR LABEL, arising out of the lack of, and/or the breach in proper, performance of clause 6.3 by the Customer. Clause 11.3 shall not apply in any manner.
3. Customer acknowledges the validity of the trademarks related to the Label and shall refrain, for the duration ofsuch intellectual property rights from any infringement or denying, challenging or attacking validity of the trademarks and from assisting any other third party in infringing, denying, challenging or attacking such validity by furnishing information or advice or otherwise.
4. Customer shall immediately report in full and in writing to the Licensor any exploitation of the Label by third parties, and/or any other act of infringement, that comes to Customer’s attention. Insofar as such an infringement also violates the rights granted to Customer, the Customer shall, upon prior consent of AIR LABEL, take appropriate legal action against such infringement and bear all related costs.
5. the Customer shall maintain appropriate insurance cover for the manufacture, promotion, distribution and marketing of the Products. At AIR LABEL’s request, the Customer shall provide, without undue delay, an insurance certificate evidencing the required cover and endorsements. The Customer shall notify AIR LABEL immediately of any cancellation, expiry or reduction in the amount of insurance cover or any other material change to that cover.

7. DURATION

7.1. The Services and, where applicable, the right to use the Label are granted for the fixed period of one (1) or three (3) years stated in the Offer. The contract expires at the end of that period without automatic renewal. Any continuation requires acceptance of a new Offer issued by AIR LABEL.

For a three-year commitment, the right-of-use fees are invoiced annually. The Customer remains bound for the full fixed term.

• If the Customer stops using the Label or withdraws a Product before the end of the fixed term for reasons not attributable to a material breach by AIR LABEL, all fees scheduled for the remaining term remain due.
• Suspension or withdrawal of the right to use the Label due to non-compliance by the Customer does not cancel any fees already invoiced or contractually due for the fixed term.

At expiry, the Customer shall cease any new production or communication displaying the Label, inform AIR LABEL of remaining labelled stock and comply with the withdrawal or stock-exhaustion instructions notified by AIR LABEL.

7.2. Any continued use, display, sale or communication of the Label after expiry, suspension or withdrawal may result in the right-of-use fees and penalties provided in Clauses 5 and 10 remaining due, without prejudice to any other remedy available to AIR LABEL.

7.3. Notwithstanding any other clause of these Conditions, AIR LABEL may terminate the contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the contract.

7.4. Without prejudice to their other rights or remedies, AIR LABEL and the Customer may terminate this contract by written notice to the other Party, referred to as the “Defaulting Party”, where that Defaulting Party:

• is in material breach of any of its obligations under this agreement and that breach is either (1) incapable of being remedied or (2) remains un-remedied by the Defaulting Party after receiving written notice of the breach requiring remedy in a period of whichever is the lesser of Thirty (30) days or any shorter period specified in this agreement for remedying a breach;
• becomes bankrupt or insolvent on any definition applying to the other Party under applicable law of its incorporation or is otherwise unable to pay its debts in the ordinary course of business;
• is dissolved (other than by way of a re-organization) or otherwise ceases to engage in its normal business operations and is unable thereby to fulfill all its obligations under this Agreement;
• Any of the Parties, as enforced Time by Time by any regulatory authorities, loses any required permits or other required government or other approval or consent or the right to operate for any reason and/or are unable thereby to fulfill all their obligations as outlined in this agreement.

7.5. Either Party may terminate the agreement by written notice if a change in applicable law or a binding decision of a competent authority makes performance of the agreement unlawful or objectively impossible. The financial consequences shall be assessed in accordance with mandatory law and the provisions of the Offer and these Conditions.

7.6.The Parties agree that Clauses 6.1, 6.2, 6.3,l), 12, 14, 17 and 18  shall survive termination of the agreement, regardless the cause of such termination.

8. SUB-CONTRACTORS

AIR LABEL is authorized to subcontract all or part of the Services to a contractor, at its own discretion. However, AIR LABEL disclaims any liability for subcontractors as long as AIR LABEL has made its best endeavor to prevent any failure of such subcontractor.

9. NON-CIRCUMVENTION

Customer agrees not to directly or indirectly in any manner whatsoever, seek to contact or deal with, transact, solicit, negotiate, enter or attempt to enter into any business with any AIR LABEL partner in order to by-pass, avoid, circumvent AIR LABEL role. In the event of a circumvention AIR LABEL shall be entitled to receive damages, which shall not be less than the fees per quoted by AIR LABEL with regard to the Services to be provided to the Customer.

10.REMEDIES AND PENALTIES

10.1. Any breach to these Conditions shall be subject to the following provisions, which shall apply without prejudice to any other remedies by AIR LABEL.

10.2. Specific measures and deadlines

1. In the event of an error in the display of a rating on the Customer’s Website and/or any online medium:
   • the Customer undertakes to correct the erroneous rating within two (2) business days after receiving written notice from AIR LABEL;
   • AIR LABEL may post a notification about the error on the Website after sending the notification to Customer and up to seven (7) business days after Customer has made the change on any media that was affected by the error.
2. In the event of an error in the display of a rating on a Product Label at a point of sale:
   • Upon receiving a written notification from AIR LABEL, Customer shall communicate the batch number for Labels that have already been printed, the number of Labels printed, the number of Labels that have left these warehouses and the theoretical exhaustion period for these Labels, based on the number of sales of the Product during the previous year or the number of sales for an equivalent Product. This information shall be sent to AIR LABEL within seven (7) business days of receiving the written notification.
   • Customer undertakes to issue a communication about the error mentioned on the labels on its website, on the page dedicated to the relevant Product, until the Product is no longer available on the market.
   • AIR LABEL may post a notification about the error on the Website upon the notification and up to thirty (30) business days after the Product is no longer available on the market.

10.3. Penalties

1. First-category penalty

Class-one penalty shall apply in the event of:

• a random inspection analysis on a certified Product revealing a change in its composition that has not been communicated by Customer.
• Customer has placed a certified Product on the market under the Label, albeit it has not been analyzed by AIR LABEL, leading to a mandatory analysis of these Products.
• Customer’s refusal to sign the reviewed statement, in accordance with Article 6.3, g) of the Conditions.

Customer shall additionally :

• reimburse the cost of all analyses. The amount reimbursed shall correspond to the cost of the analysis stated in the price list applicable at the relevant time, increased by twenty per cent (20%) to cover the cost of urgent analyses;
• reimburse travel expenses, set at a fixed amount of EUR 100 excluding VAT, in connection with the purchase of the Product at a point of sale;
• reimburse the purchase price of the relevant Products;
• pay a penalty equal to zero point twelve per cent (0.12%) of the Customer’s annual turnover excluding VAT, calculated for the certified Products and markets concerned. The relevant annual turnover excluding VAT shall be that of the financial year preceding discovery of the modification or, for new Products, that of the current financial year;
• pay the periodic annual fees relating to use of the Label for Products placed on the market without prior analysis;

in the event of repeated breaches, the penalty shall equal zero point twelve per cent (0.12%) of the Customer’s annual turnover excluding VAT, calculated across all its certified Products and markets. It shall be based on the financial year preceding the modification that gave rise to the breach for existing Products, or on the current financial year for new Products.

1. Second-category penalty

Class-two penalty shall apply in the event of:

• non-compliance of the Label with the style guide on labelling ;
• confusion between certified and non-certified Products ;
• failure to validate Labels on Products before placing them on the market ;
• pay a penalty equal to zero point twelve per cent (0.12%) of the Customer’s annual turnover excluding VAT, calculated for the certified Products and markets concerned. The relevant annual turnover excluding VAT shall be that of the financial year preceding discovery of the modification or, for new Products, that of the current financial year.

1. Class-three penalty

Class-three penalty shall apply in the event of:

• sending documents containing erroneous data with respect to analyses that have already been carried out ;
• non-compliance with AIR LABEL requirements related to the modification of recommendations for using its products ;
• failure to update the rating on the Customer’s Website after the end of the first year, where the Product’s rating has changed;
• failure to comply with the undertakings set out in clauses 6.2 and 6.3 g); the Customer shall pay a penalty equal to zero point twelve per cent (0.12%) of its annual turnover excluding VAT, subject to a minimum of EUR 5,000, calculated for the certified Products and markets concerned. The relevant annual turnover excluding VAT shall be that of the financial year preceding discovery of the modification or, for new Products, that of the current financial year.

1. Other penalties
   • If the deadlines applicable to the specific measures set out in clause 10 are not met, a penalty of EUR 250 excluding VAT shall be charged per day and per Product concerned.
   • If a Customer partner uses the Label without having accepted these Conditions or paid the annual fee, the Customer shall automatically be liable for the communication fees payable by its partner. A fixed penalty of EUR 500 excluding VAT shall also be due for each Product concerned.
   • In the event of unauthorised use of the Label on another container or in another language without payment of the applicable fee specified in the Offer, a fixed penalty of EUR 250 shall be payable in addition to the corresponding fee.
   • In the event that certified Products are found at points of sale two (2) months after the end of the last paid Year, annual usage fees shall be owed.
   • In the event of repeated violations of Customer’s commitments, lump-sum compensation in the amount of €5,000 shall automatically apply.

11. WARRANTIES AND LIABILITY

11.1. The Customer represents and warrants that it has full power and authority to accept these Conditions, shall use the Services solely for professional purposes and shall provide information and materials that are true, accurate, current, complete and compliant with the laws applicable to the Products and markets concerned.

11.2. The Customer further represents, warrants and agrees that:

• it shall comply with all laws, regulations and mandatory requirements applicable to the Products and to their marketing, distribution and communication in each relevant market;
• it shall comply with these Conditions;
• it shall not use the Services in a manner (i) likely to prejudice other Customers or third parties or (ii) intended to defraud any natural or legal person, including by selling stolen goods or using stolen credit or debit cards;
• it shall not engage in any other unlawful activity, including any activity that may constitute a criminal offence or give rise to civil liability, nor encourage or facilitate such activity;
• it shall not attempt to copy, reproduce, exploit or appropriate AIR LABEL’s proprietary information, directories, databases, lists, documents or analyses without AIR LABEL’s prior authorisation;
• it shall remain solely responsible for all acts, promotion, sale and marketing of the Products under the Label, which is used in its own name and on its own behalf, without AIR LABEL incurring liability towards a customer;
• it shall not engage in any activity that would otherwise create liability for AIR LABEL.

11.3. The allocation of responsibilities between AIR LABEL and the independent laboratory is described in clause 4.3. Nothing in these Conditions excludes any liability that cannot lawfully be excluded. AIR LABEL does not repeat the laboratory’s analytical calculations, but performs the final verification and remains responsible for the decision authorising use of the Label within the scope defined by these Conditions and the Public Standard.

11.4. Where AIR LABEL has reasonable grounds to believe that a Customer is in breach of any provision of these Conditions, AIR LABEL may take appropriate action, including, without limitation: (i) suspending or terminating the contract under these Conditions; (ii) restricting, downgrading, suspending or terminating registration for, access to or current or future use of any Service; (iii) imposing any other restriction on the Customer’s use of a Service feature or function that AIR LABEL considers appropriate at its sole discretion; and (iv) taking any other corrective or disciplinary measure or applying any penalty that AIR LABEL considers necessary or appropriate at its sole discretion.

11.5. The Label and Services are used by the Customer at its own risk and under its own responsibility, in accordance with the law, these Conditions and any additional AIR LABEL instructions. The Customer agrees to indemnify and hold AIR LABEL harmless against all losses, claims and liabilities, including legal costs on a full-indemnity basis, arising from the Customer’s use of the Services or breach of these Conditions, the law or an AIR LABEL instruction. Each Customer further agrees to indemnify and hold AIR LABEL harmless against all losses, damages, claims and liabilities, including legal costs on a full-indemnity basis, arising from a breach by the Customer of any representation or warranty made to AIR LABEL.

11.6. The Customer remains responsible for all information or data made available to AIR LABEL. Each Customer further agrees that AIR LABEL shall not be responsible or liable for (i) third-party claims relating to the consequences of the Customer’s use of the Services and Label or (ii) information communicated by the Customer to third parties or content published by others, including defamatory, offensive, inappropriate or unlawful content used by the Customer in connection with its Product and the Label, the risk of damage resulting from such content remaining entirely with each Customer.

12. LIMITATION OF LIABILITY

12.1. To the fullest extent permitted by law, the Services provided by or through AIR LABEL are provided “as is”, “as available” and “with all faults”. AIR LABEL expressly disclaims all warranties, whether express or implied, including any warranty relating to condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions and undertakings are excluded.

12.2. To the fullest extent permitted by law, AIR LABEL gives no warranty as to the validity, accuracy, correctness, reliability, quality, completeness or currency of any information provided in or through AIR LABEL’s Services, including as to the completeness of the regulations taken into account in the certification Services, information available on AIR LABEL’s Website or Services provided by laboratories.

12.3. AIR LABEL does not warrant that the distribution, offer, display, purchase, sale and/or use of Services offered or provided by AIR LABEL, including the completeness of the regulations taken into account in the certification Services or information available on AIR LABEL’s Website, does not infringe any third-party rights.

12.4. Without prejudice to the Customer’s liability under clause 6.3, neither AIR LABEL nor the Customer shall be liable to the other Party or to any third party for any loss of revenue or profits, or for any indirect, special, incidental, punitive, exemplary or consequential damages of any kind, whether based on warranty, contract, statute, regulation, tort, including negligence, wilful misconduct or any other legal theory, even if the Party concerned has been advised of the possibility of such damages, where they arise from or relate to this contract.

12.5. Notwithstanding any foregoing provision, AIR LABEL’s liability to each Customer for all claims arising from use of the Label or Services provided by AIR LABEL shall be limited to the amount of fees paid by the Customer to AIR LABEL during the current calendar year. The foregoing does not relieve the Customer of the obligation to prove its actual loss. Any claim arising from the use of AIR LABEL must be brought within one (1) month of the date on which the cause of action arose.

12.6. Exclusion of non-contractual liability – auxiliaries. The Customer and AIR LABEL exclude the application of the rules governing non-contractual liability in their relationship. Any fault or conduct for which the Customer or AIR LABEL could incur contractual liability may give rise only to that contractual liability, to the exclusion, to the fullest extent permitted by law, of any non-contractual liability. Similarly, any fault or conduct of an auxiliary, including a sub-auxiliary, of the Customer or AIR LABEL – for example an employee, representative or director – for which the Customer or AIR LABEL could incur contractual liability may give rise only to the contractual liability of the Customer or AIR LABEL, to the exclusion, to the fullest extent permitted by law, of any non-contractual liability of the auxiliary concerned.

13. FORCE MAJEURE

AIR LABEL shall not be liable for any delay, failure or interruption of content or Services resulting directly or indirectly from an event beyond its reasonable control, including a pandemic, Internet failure, computer, telecommunications or other equipment failure, epidemic, power failure, strike, labour dispute, riot, insurrection, civil disturbance, shortage of labour or materials, fire, flood, storm, explosion, war, governmental action, order of a domestic or foreign court or tribunal, or non-performance by a third party.

14. CONFIDENTIALITY

14.1. Without the other Party’s prior written consent and subject to clause 14.5, AIR LABEL and the Customer shall refrain from disclosing any information relating to the Services, AIR LABEL’s or the Customer’s data – including their databases of service providers, partners or customers – or, more generally, to their activities or affairs, which is confidential by nature or has been identified as such by AIR LABEL or the Customer (hereinafter “Confidential Information”).

14.2. The Parties shall use Confidential Information to the extent necessary to perform this contract.

14.3. Confidential Information may be disclosed to each Party’s representatives, provided that each Party remains responsible for compliance with these Conditions and its confidentiality obligations under this contract. Each Party shall inform its representatives, employees, consultants and any other third party with access to Confidential Information of its confidential and proprietary nature and of the restrictions imposed by this contract. The Parties acknowledge that they shall be fully liable to the other Party for all damage and costs, including legal fees, incurred by that Party as a result of a breach of the restrictive undertakings contained herein by a representative, employee, consultant and/or third party to whom access to Confidential Information has been granted.

14.4. Each Party further acknowledges that the right to keep Confidential Information confidential is a proprietary right of the disclosing Party. Accordingly, notwithstanding any provision to the contrary, both Parties undertake and agree that:

1. they shall not use or copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of their duties and obligations arising from them being a Party to this Agreement and only in the best interests of the Parties;
2. that they will maintain the absolute confidentiality of the Confidential Information and that they will not (without the prior written consent of the other Party) either individually, or in partnership or jointly, or in conjunction with any other party, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any Third Party at any Time, any of the Confidential Information, except to the extent necessary to discharge its duties and obligations relating to its appointment hereunder and only in the best interests of the

Parties; and

1. that they will take all necessary action and will do all that is reasonably within their power to prevent the disclosure, release or supply of any of the Confidential Information to any Third Party, except to the extent necessary to discharge their duties and obligations hereunder and only in the best interests of the Parties.

14.5. Confidential Information does not include information:

• which is at the date of this Conditions, or at any Time after that date but before the date of disclosure by the Parties, becomes public knowledge other than by breach of this Agreement;
• was before the date of this Agreement, or at any Time after that date becomes, known to the other Party without breach of confidentiality obligation;
• which can be shown by the Receiving Party to the Disclosing Party’s reasonable satisfaction to have been known by the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party;
• is required to be disclosed by either Party by law, by any governmental or regulatory authority (including, without limitation, by a court or other authority of competent jurisdiction).

14.6. Upon termination of these Conditions for any reason, each Party shall immediately return all Confidential Information to the other Party and shall thereafter refrain from using or disclosing it to any third party for any purpose.

15. PUBLICITY RELATING TO THE CUSTOMER’S PRODUCTS

AIR LABEL may publicly communicate the existence of the contract resulting from the Customer’s acceptance of these Conditions and may therefore mention the Customer’s name and/or logo in its customer list and/or on AIR LABEL’s Website.

Notwithstanding clause 4.3 g), AIR LABEL and the Customer agree that, from the time the Customer begins promoting the certified Product until termination of the contract, AIR LABEL and the Customer shall create links between the pages relating to the Product(s) on their respective websites, including the different language versions of those websites.

16. PROCESSING OF PERSONAL DATA

16.1. To the extent that AIR LABEL is required to make personal data available to the Customer, clause 14 shall apply and the Customer further agrees to comply with AIR LABEL’s privacy policy available at https://air-label.com/en/privacy-policy, such data being hereinafter referred to as the “Data”.

16.2.The Customer may use such Data only for the purposes explicitly set forth in these Conditions  and in accordance with AIR LABEL privacy policy. The Customer agrees to act in accordance with all applicable data protection and privacy laws governing the use, disclosure, maintenance, and handling of Data.

16.3.Without derogating from the foregoing, the Customer shall protect the Data against resale, acquisition, disclosure or other use not in accordance with these Conditions. Without derogating from the generality of the aforementioned, the Customer shall not process the Data for any purpose which has not been defined with AIR LABEL privacy policy and, notably, shall refrain from disclosing any Data without prior consent of AIR LABEL and/or the related Customer.

16.4.Any Data shall be considered “Confidential Information” for the purpose of this Agreement, and therefore, without derogating from the provisions of Clause 14 above, the Customer agrees to maintain the confidentiality, availability, security and integrity of the Data, and shall comply with the highest industry standards in respect of such Data. The Customer undertakes to take all measures and to use best industry-standard security methods to protect the Data and the information it collects in accordance with the requirements of this Agreement.

16.5.The Customer shall assist AIR LABEL with regard to any claim or request from data subjects or law enforcement authorities.

16.6.The Customer shall provide any Data as required by law or in compliance with a request from law enforcement authorities, provided that, to the extent permitted by applicable law, it notifies AIR LABEL owning the Data in advance of such disclosure to allow it to obtain a protective order or other appropriate relief.

16.7.The Customer shall at all Times have documented policies and procedures to prevent unauthorized use, disclosure, loss, or acquisition of, or access to the Data all in accordance with this Agreement.

16.8.The Customer agrees that if it has reason to believe that any Data may have been accessed, disclosed, obtained, used, or acquired by any party without proper authorization and contrary to the terms of this Agreement including as a result of a security breach (“Data Breach”), it shall immediately notify AIR LABEL of any such Data Breach and in any event within no later than two (2) days, and shall immediately take such actions as may be necessary to eliminate the cause of the Data Breach. The Customer shall give highest priority to immediately correct any Data Breach and shall devote such Time and resources as may be required to accomplish such goal. The Customer shall cooperate with AIR LABEL and any relevant authority to enable them to understand the nature and scope of the Data Breach, as well as any measure implemented in order to mitigate consequences of Data breach.

16.9.Upon termination or expiration of this Agreement for whatever reason, the Customer shall either transfer or destroy the Data, and if so required by AIR LABEL, with respect to its Data, shall provide a certificate executed by a duly authorized officer confirming compliance with the transfer or destruction obligation. The Customer acknowledges and agrees, that following the termination of this Agreement and for a period of ten (10) years thereafter, it shall provide AIR LABEL copies of the relevant Data collected during the term of this Agreement, to the extent AIR LABEL shall so require in order to ensure its compliance with any applicable laws, and to enable AIR LABEL to seek legal defense with respect to any claim or demand in connection with the Data.

16.10. The Customer agrees that any processing of Data shall be carried out in its name and on its own behalf. The Customer is therefore responsible for determining the purposes and means of processing the Data and shall be responsible for all such processing. AIR LABEL shall not be liable for any processing of Data carried out by the Customer.

16.11. If a Party breaches any representation or warranty contained herein, the other Party shall be entitled, without limiting any other right or remedy available under applicable law or in equity, to take, at its sole discretion, all measures reasonably necessary to mitigate the damage suffered by it and/or its Customers as a result of that breach. The other Party may also charge the breaching Party for all costs and expenses incurred in connection with those mitigation measures, which shall be payable by the breaching Party.

16.12. The Customer shall indemnify, defend and hold harmless AIR LABEL, its Customers, affiliates, agents and employees from and against all claims, demands, liabilities, judgments, damages, settlements and expenses, including reasonable legal fees, arising from a third-party claim based on or relating to (i) any breach of the representations, warranties or undertakings of the Customer under this contract, (ii) any third-party claim or (iii) any act or omission of the Customer, its agents or employees. Clause 11.3 shall not apply.

16.13. AIR LABEL and the Customer shall each appoint a representative to liaise with the other Party and act as a point of contact for coordinating actions under these Conditions. The Parties appoint the following representatives:

For AIR LABEL: see clause 19.1.

For the Customer: the person identified on the AIR LABEL invoice.

17. GOVERNING LAW

These Conditions are governed by Belgian law.

All matters, questions and disputes concerning the validity, interpretation, enforcement, performance and termination of these Conditions shall be governed by and construed in accordance with Belgian law, without giving effect to any choice-of-law or conflict-of-laws rule or provision, whether Belgian, foreign or international, that would cause the law of another jurisdiction to apply.

18. DISPUTES, CONCILIATION AND JURISDICTION

If any dispute arises out of or in connection with these Conditions, including their validity, the Parties shall first endeavour to settle it amicably. The attempt at amicable settlement shall be deemed to have failed as soon as either Party, following reasonable attempts continuing for at least thirty (30) calendar days, gives written notice to that effect to the other Party.

If the dispute cannot be settled amicably, all disputes concerning the validity, interpretation, enforcement, performance and termination of these Conditions shall be subject to the exclusive jurisdiction of the competent courts of Brussels, Belgium.

19. MISCELLANEOUS

19.1. Notices. Any notice required or permitted under these Conditions shall be made in writing and sent to AIR LABEL using the following contact details:

Address: 19 avenue des Volontaires, 1160 Brussels, Belgium

Official website: www.air-label.com

Telephone: +32 2 808 18 34

Email: contact@air-label.com

19.2. Capacity. Each Party warrants that it has full capacity to accept and enter into these Conditions and to be bound by all their provisions. It also warrants, where applicable, that its representative has sufficient authority to sign and enter into a contract on the basis of these Conditions and, consequently, to act and make commitments on behalf of the relevant Party.

19.3. Good faith. The Parties shall cooperate in good faith and proactively in connection with these Conditions. They shall communicate to each other all information relevant to the proper exercise and performance of their respective rights and obligations under these Conditions.

19.4. Electronic communications and evidential value. The Customer represents and agrees that these Conditions and the contract resulting from its consent to their content, as described in the acceptance process set out in clause 2 of these Conditions, are deemed to have been formed and concluded in accordance with Articles XII.15 et seq. of the Belgian Code of Economic Law, Articles 3.10 and 3.12 of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 and Articles 8.1 and 8.12 of Book 8 of the Belgian Civil Code, including with regard to the subscription and ordering functions and process implemented on www.air-label.com.

AIR LABEL and the Customer further acknowledge the evidential value and enforceability of any email exchanged between them using email software, provided that the email consists of a series of intelligible signs accessible for subsequent reference, in accordance with the foregoing legal provisions. The Parties waive the right to challenge the evidential value of an email that does not use an advanced electronic signature within the meaning of Article 26 of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014.

19.5. No waiver. A Party’s failure to invoke a provision of these Conditions or to require the other Party to perform an obligation under them shall not be construed as a waiver of that right or obligation.

19.6. Effect of invalid or unenforceable provisions. If any provision of these Conditions is declared wholly or partly invalid or unenforceable by a court or other competent authority, the remaining provisions of these Conditions and the remainder of the affected provision shall remain valid, unless it can be inferred from the circumstances that the Parties would not have entered into this contract without the provision declared void. The Parties shall use all reasonable efforts to replace any provision declared void with a provision that is valid under applicable law and comes as close as possible to their original intention.