CGV GARDIENOR

1. PURPOSE – ACCEPTANCE – VALIDATION

The purpose of the Specific Terms and Conditions of the GARDIENOR™ service (hereinafter referred to as the "CPG") is to set forth the terms and conditions under which GODOT & FILS NET (hereinafter referred to as "G&F NET" or "GODOT & FILS NET") will provide the GARDIENOR™ service to Clients via the interface of the https://www.silvergoldtobuy.com Website. GARDIENOR™ is a secure storage service for storing precious metals bought from the Website for investment purposes in safe-deposit boxes (hereinafter referred to as the "GARDIENOR™ Service").

The Client's acceptance and/or validation of his/her order of the GARDIENOR™ Service provided by G&F NET in accordance with Article 4 hereinbelow constitutes the Client's unreserved acceptance of these CPG.

2. EFFECTIVE DATE - TERM

These CPG shall take effect on the date that the Client signs the subscription form describing the GARDIENOR™ Service referred to herein.

The CPG shall apply for a period of one year and for as long as G&F NET provides the GARDIENOR™ Service to the Client.

The CPG shall renew automatically by tacit renewal, unless notice of termination is given one month in advance by recorded delivery letter with acknowledgement of receipt.

The CPG are supplemented by:

• The General Terms and Conditions of Sale of the SILVERGOLDTOBUY.COM Website, which can be accessed at: https://https://www.silvergoldtobuy.com/terms-and-conditions (hereinafter referred to as the "CGV"),
• the subscription form
2. DEFINITIONS

For the purposes of these CPG, the words and expressions below shall have the following meaning (regardless of whether said words and expressions are used in the singular or plural form):

Login details: means all information on each Client, consisting of a username (email address or term of the Client's choice) and a secure password chosen by the Client in order to access the Client Account.

Client Account: area of the Website that can only be accessed after the Client has created an account in accordance with Article 4 of the CGV, which provides access to the Client's personal data and an overview of the Client's orders and purchases.

Intellectual Property Rights: all literary and artistic property (copyright and related rights), industrial property (trademark, design, model and patent) rights provided for in the French Intellectual Property Code and international treaties.

EPARGNOR Package: subscription to the EPARGNOR Service for a monthly investment of €100 of EPARGNOR Product,

EPARGNOR PLUS Package: subscription to the EPARGNOR™ Service for a monthly investment of €200 of EPARGNOR Product,

EPARGNOR PREMIUM Package: subscription to the EPARGNOR™ Service for a customised monthly investment of €400 (or more) of EPARGNOR Product,

EPARGNOR™ Product:means a 1 gram gold bar,

GARDIENOR™ Services: refers to all Secure Storage Services offered by G & F NET for the Products sold online.

EPARGNOR™ Service: all services that G&F NET provides and offers to Clients in accordance with the Advertisement published by G&F NET on the Website.

Website: refers to all elements that constitute the Website that can be accessed at www.silvergoldtobuy.com, as well as all content created, including but not limited to: the visual identity guide, frames, banners, photographs, texts, flash and video animations, the source code, html code and programming of the Website.

Client: refers to all individuals that use the EPARGNOR™ Service and/or Services via the Website after registering in accordance with Article 4 of the CGV.

Internet user: refers to any individual/entity that uses the Website and the Client and G&F NET in particular.

4. PROCEDURE FOR SUBSCRIBING TO THE GARDIENOR™ SERVICE:

For each request to subscribe to the GARDIENOR™ Service via the order form, the Client must follow the following procedure:

1. Create an account in accordance with Article 4 of the CGV the first time that the Client connects to the Website or enters his/her username and password in order to log on to the website,
2. Purchase Products on the Website,
3. Select the GARDIENOR™ Service when choosing the Product delivery method,
4. Complete the GARDIENOR™ Service subscription request,
5. Click on the "Subscribe" button.
6. The Client shall be redirected to the order summary page. Click on the "I confirm my subscription request" box then on the "I accept the Specific Terms and Conditions of the GARDIENOR Service" box,
7. After validation of the Client's selection, the Client's order can be accessed on the "My Orders" page in the Client Account section,
8. The Client will receive an order summary by email, indicating: the Client's first name and surname, an order summary and the storage costs for the Client's Products.
9. Each year, G&F NET will generate and provide an invoice to the Client corresponding to the amount due for the GARDIENOR™ Service.

                        5. CONFIRMATION AND VALIDATION OF THE RESERVATION

The Client's subscription to the GARDIENOR™ Service will not be final and binding on G&F NET until receipt of the subscription validation and expiry of the 14 day cooling-off period provided for under Article 11 hereof.

Unless proven otherwise, the data recorded by G&F NET when the Client subscribes to the GARDIENOR™ Service shall constitute proof of all transactions between G&F Net and its Clients.

The GARDIENOR™ Service shall be regarded as confirmed once the Client receives an email confirming G&F NET's reservation.

                        6. PRODUCT STORAGE AND SECURITY

• Placing into secure storage

After subscription to the GARDIENOR™ service and expiry of the cooling-off period provided for at Article 11 hereof, G&F NET or one of its partner banks shall place the Products ordered from the Website into a secure sealed envelope bearing the Client's first name, surname and Client ID number as well as a detailed description of the content thereof. It will then be deposited in a private safe-deposit box at a partner bank of G&F NET.

G&F NET warrants that the Products purchased from the Website and placed in storage physically exist and are stored in a safe-deposit box belonging to a Banking Service Provider.

Once such Products have been deposited in a safe-deposit box, G&F NET shall send an invoice along with the numbered certificate of deposit.

G&F NET shall store the Client's Products for the duration of the agreement as specified in Article 2 in return for payment of a fee in accordance with Article 8 herebelow.

• Verifying the safe-deposit boxes - return of stored products

For reasons of enhanced security, the Client is hereby informed that he/she will not personally have physical access to his/her products that are kept in secure storage.

G&F NET has established a system for court bailiff verification of the Products placed in Storage by G&F NET.

There is a charge for this service. For more information, the Client may contact G&F NET's customer service by email at the following address: gardienor@achat-or-et-argent.com

7. CLIENT INFORMATION AND SERVICE CONFORMITY

THE CLIENT HEREBY DECLARES THAT PRIOR TO SUBSCRIBING TO THE SERVICE, HE/SHE CHECKED THE APPROPRIATENESS OF THE GARDIENOR™ SERVICE AND DEEMED IT TO BE SUITABLE FOR HIS/HER NEEDS AND CONFIRMS THAT HE/SHE RECEIVED ALL NECESSARY INFORMATION AND ADVICE FROM GODOT & FILS NET IN ORDER TO ENTER INTO THIS AGREEMENT AND CONSEQUENTLY HE/SHE WAIVES THE RIGHT TO RAISE ANY DISPUTE IN THIS RESPECT.

8. FEE - PAYMENT METHOD

8.1  Fees for the GARDIENOR™ Service

In return for the provision of the GARDIENOR™ Service, the Client shall pay a fee of 1 (ONE) percent per year of the value of the Products held in secure storage by G&F NET. This fee will be for a minimum of €90 (NINETY).

The storage fees will be calculated on a monthly basis according to the value of the Products that were stored by G&F NET during the previous month.

The value of the stored Products shall be established:

• either on the anniversary of subscription to the GARDIENOR™ Service, according to the market price of the Products that the Client has placed in storage with G&F NET,
• or on the date of termination of the GARDIENOR™ Service, according to the market price of the Products that the Client has placed in storage with G&F NET.

For every subscription to the GARDIENOR™ Service requested by the Client, a summary of all GARDIENOR™ Services ordered will be available to the Client in the "my orders" section of his/her client account. This summary will specify the date and price of the GARDIENOR™ Services requested.

8.2  Payment terms

The fee shall be payable:

8.2.1        each year on the anniversary of the Client's subscription to the GARDIENOR™ Service,

8.2.2        on the date that the Client terminates the GARDIENOR™ Service,

G&F NET shall send an email to the Client inviting him/her to pay this fee either by bank transfer or card payment module.

This transaction is secured through a 128-bit SSL encryption procedure in order to enhance all scrambling and encryption procedures by optimising the protection of all personal data connected to this payment method.

The Client shall bear all costs connected to paying by bank card and bank transfer.

8.3  Minimum fee

In return for the supply of the GARDIENOR™ Service, the Client shall pay a minimum annual fee to G&F NET. The amount of such fee shall be determined according to Article 8.1 of these CPE.

This minimum fee cannot be less than €90 (NINETY EURO), even if:

8.3.1        the Client terminates this agreement prior to the first anniversary of his/her subscription to the GARDIENOR™ Service,

8.3.2        the annual fee of 1%, referred to in Article 8.1, is less than €90.

If this fee is not paid, G&F NET reserves the right to retain the Products that the Client has placed in secure storage, in accordance with Article 9.

9        RETENTION OF TITLE

9.1  G&F NET shall retain ownership of the Products purchased by the Client and placed in secure storage with G&F NET until such time as the Client has paid the principal price (including Storage costs and tax) in full.

9.2  In the event that the Client does not pay the GARDIENOR and EPARGNOR Services to which the Client has, as appropriate, subscribed, G&F NET reserves the right to keep the purchased or stored products until such time as the Client has paid the full principal price (including expenses and tax) for these services, notwithstanding the provisions relating to the termination (Article 11) of such services.

Consequently, the Client agrees that, fifteen days after sending a recorded delivery letter with acknowledgement of receipt, G&F NET may arrange for the bailiff of its choice to issue a report recording an inventory of the Products that have been placed in storage in order to deposit the Client's sealed envelopes with the acting bailiff. Said sealed envelopes shall be kept by the acting bailiff, at the Client's expense, and held as security for any sum that the Client may owe to G&F NET pursuant to these CPG and/or CPE.

10    RIGHT OF WITHDRAWAL

Pursuant to Article L.121-20 of the French Consumer Code and subject to the circumstances set forth in Article L.121-20-3 of said Code, the Client shall benefit from a cooling-off period of fourteen (14) business days as from the date of his/her subscription to the GARDIENOR™ Service in which to terminate his/her subscription, at the Client's cost, if he/she is not satisfied with the service.

11    TERMINATION OF THE GARDIENOR™ SERVICE

The Client shall have the option to terminate his/her subscription to the GARDIENOR™ Service after giving notice to G&F NET of his/her request to terminate the Service:

• by recorded delivery letter with acknowledgement of receipt sent to 26, rue Vivienne 75002 Paris, FRANCE
• or by email sent to: gardienor@achat-or-et-argent.com.

This termination request must contain:

• information allowing G&F NET to identify the Client (first name, surname, client number, etc.).
• the delivery method selected by the Client pursuant to Article 12 herebelow.

If the termination request is sent by email, it must be sent to G&F NET from the same email address as the address given when the user account was created.

G&F NET shall proceed to effectively terminate the GARDIENOR™ service one month after receiving the Client's request.

In such circumstances, notice of termination shall be sent to the Client who shall pay any storage fees that may be due to G&F NET as at the date of termination in accordance with Article 8.2 of these CPG.

                        12 DELIVERY OF THE PURCHASED PRODUCTS

After terminating his/her subscription to the GARDIENOR™ service in accordance with Article 11 herebelow and paying the full price for the secure storage services to G&F NET, the Client may request that the Products that he/she purchased online be delivered:

• by collection of the products from a G&F NET approved shop situated at 26, rue Vivienne 75002 Paris, FRANCE or
• by delivery of the products in accordance with Article 12.2 hereinbelow.

12.1IN- STORE COLLECTION

The Client will be informed by email of the date on which his/her products will be available for collection from the G&F NET approved shops.

Upon collection, the Client must sign a delivery note releasing G&F Net from liability.

12.2DELIVERY

Delivery shall be to the address indicated on the order form completed by the Client or in the notice of termination letter sent by the Client when terminating the GARDIENOR™ service.

The buyer shall bear all risks as from the moment that the products leave the G&F NET premises.

In the event of damage during transport, substantiated complaints must be made to the transport operator within three days from delivery.

Delivery times are provided for guidance purposes only; if they exceed thirty days from the date on which the order was placed, the sale and purchase agreement may be terminated and the buyer refunded.

13      ASSIGNMENT

For the purposes of establishing anti-money laundering and counter-terrorism financing measures, G&F NET has implemented measures and procedures to prevent and detect Money Laundering in accordance with the recommendations of the Financial Action Task Force (on Money-Laundering) (FATF).

In such circumstances, the Client is hereby informed (i) that the contract that he/she has entered into with G&F NET is purely personal and nominative and (ii) that it cannot be assigned to a third party, regardless of the form of assignment (Transfer of the Client's client account, Login Details, certificate of deposit, as well as any other element relating to the CGV, CPE, CPG), except in the circumstances provided for by Law (inheritance, divorce, etc.).

14      LIABILITY

14.1Ordinary law

G&F NET cannot be held liable, unless the Client establishes misconduct by G&F NET. In such circumstances, G&F NET's liability shall be limited to the direct and foreseeable losses directly resulting therefrom.

The following are regarded as indirect losses and consequently do not grant entitlement to compensation:

14.1.1    any legal action instigated by a third party against G&F NET;

14.1.2    any actual or expected loss of profit;

14.1.3    any loss caused by a business interruption;

14.1.4    any loss by the Client or to the Client's reputation.

The Parties expressly agree that the loss limitation referred to in this article shall continue to apply even after termination of the Agreement.

14.2Limitation of liability

AS A KEY DECIDING FACTOR OF THESE CPG, IF THE SERVICE PROVIDER WERE TO BE HELD LIABLE IN ACCORDANCE WITH ARTICLE 14, THE CLIENT SHALL NOT BE ENTITLED TO ANY COMPENSATION, DAMAGES OR SETTLEMENT WHATSOEVER, ON ANY GROUNDS WHATSOEVER, OTHER THAN THE AMOUNT OF THE PAYMENTS MADE BY THE CLIENT IN RESPECT OF THE GARDIENOR™ SERVICE PROVIDED TO THE CLIENT IN THE YEAR IN WHICH THE EVENT CAUSING THE DAMAGE OCCURRED.

15      PAYMENT DEFAULT - SUSPENSION - TERM

In the event that the Client fails to comply with any of his/her obligations and unless the Parties agree otherwise and provided reasonable prior notice is given, G&F NET reserves the right to suspend the supply of the GARDIENOR™ Service, until such time as the Client has fully complied with his/her obligations.

In the event that the Client fails to pay within 48 hours from receipt of the email requesting payment of the fee that is sent to the Client in accordance with Article 8.2, G&F NET shall notify the Client and order him/her to remedy the situation as quickly as possible. A failure by the Client to pay by the due date shall result in the suspension of the GARDIENOR™ Service and the enforcement of the retention of title clause set forth in Article 9.

All provisions referred to in the previous paragraph shall automatically apply, without the need for prior notice, simply due to non-compliance with just one contractual payment date, without prejudice to any damages that G&F NET may be entitled to claim and/or to the application of this Article.

If the Client knowingly provides inaccurate or unreliable information, and deliberately fails to update the information supplied to the Service Provider or fails to reply to the Service Provider's requests, and in particular to requests relating to the accuracy of the information supplied by the Client, the GARDIENOR™ Service shall be automatically suspended.

No suspension, termination or removal of the GARDIENOR™ Service due to the Client's breaches alone, including in the circumstances set forth in Article 15, shall result in any compensation in favour of the Client. Moreover, in such circumstances, any reimbursements of the GARDIENOR™ Service will not be passed on to the Client.

16      FORCE MAJEURE

Any event that is beyond the control of either party and/or of their subcontractors and which said party/subcontractor could not reasonably avoid, constitutes a force majeure event and as such suspends performance of the parties' obligations. Such events include, but are not limited to: a strike or technical breakdown (EDF, ERDF, telecoms operators, Internet access providers, hosting services, Registrars, etc.), energy supply interruptions (electricity, etc.), breakdown of the electronic communications network used by G&F NET and/or any network that may replace such network.

Neither Party shall be held liable or deemed to have breached their obligations hereunder in respect of any failure to perform that is connected to an event of force majeure as defined by law and French case law, provided said Party (i) notified the other Party thereof and (ii) did everything possible to minimise the damage and perform their obligations as quickly as possible after the event of force majeure has ended.

In the event that such an event occurs, the agreement entered into by the Client and G&F Net shall be suspended for a thirty (30) day period as from the occurrence of said event of force majeure. At the end of the thirty-day period, the Parties agree to enter into discussions in order to find an alternative solution. If after fifteen (15) days of discussions, the Parties have not found a solution, the Agreement shall be automatically cancelled or terminated and no compensation shall be payable to either Party.

17      END OF THE AGREEMENT

Save as set out in this agreement and the CGV, once this agreement between the Client and G&F Net has expired or is terminated, neither party shall have any liability vis-à-vis the other party with regards to the performance hereof.

18      CORRESPONDENCE - PROOF

Unless these CPG specify otherwise, all correspondence between the parties shall be by email via the Website.

Pursuant to Articles 1316 et seq. of the French Civil Code and, as appropriate, Article L. 110-3 of the French Commercial Code, the parties hereby declare that all information provided by email shall be binding on the parties, provided no written document (certified and signed by each of the parties) challenging such digital information is produced.

Information contained on G&F NET's IT systems or as authenticated by the Service Provider's computerised procedures regarding the time of receipt or sending, as well as the type of data received, shall have prevalence, unless written proof to the contrary has been provided by the Client and/or G&F NET.

19      SUBCONTRACTING

The Client expressly authorises G&F NET to use subcontractors, including, but not limited to, partner banks, in order to provide the GARDIENOR™ Service and in this respect, to obtain all necessary information and/or elements.

20      MISCELLANEOUS

20.1In the event of the closure, relocation or bankruptcy of the banking Service Provider that owns the safe-deposit box used for the storage of the Client's Products, G&F NET reserves the right to find a similar equivalent secure storage solution from the same banking Service Provider or any other organisation that provides comparable services of this kind.

20.2The Client is hereby informed that these CPG may be modified at any time.

G&F NET shall notify the Client of any changes to these CPG at least fifteen (15) days prior to the date on which said changes take effect. If the Client rejects such changes, he/she may terminate the Service within a maximum of four (4) months as from notification thereof or request that the former General Terms and Conditions continue to apply until expiry of his/her Agreement. G&F NET reserves the right to amend, at any time, the characteristics of the Service Provider's service, provided these modifications do not involve significant changes. In such circumstances, G&F NET shall notify the Clients of such change fifteen (15) days before such changes take effect.

These CPG and the CPV constitute the entire agreement between the parties in relation to the subject matter thereof. They supersede all proposals, commercial offers, letters exchanged prior and subsequent hereto, as well as all other provisions that appear in the documents exchanged by the parties relating to the subject matter of these CPG and/ or the CPV, unless an addendum is duly signed by the representatives of both parties.

If one or more provisions of these CPG are deemed invalid or declared invalid pursuant to a law, regulation or binding decision of a competent court, the remaining provisions of these CPG shall remain in full force and effect

Any failure by either party to temporarily or permanently require performance of any of the terms hereof shall not operate as a waiver of the rights of said party.

21      GOVERNING LAW - JURISDICTION

In the event of a difficulty regarding the interpretation and/or performance of these CPG, the Parties hereby agree to submit their dispute to an amicable settlement procedure prior to any legal action. All disputes arising out of or in connection with this Agreement shall to the extent possible be settled amicably by negotiation between the parties within 30 days from the date of written notice by either party of the existence of such a dispute and, failing such amicable settlement, shall be finally settled by the competent Courts of Paris as set out below.

This Agreement is governed by French law.

In the event that a dispute arises in respect of these CPG, the interpretation and consequences hereof or in respect of the deeds that supplement or modify these CPG, the parties expressly agree that the competent Courts of Paris shall have sole jurisdiction, notwithstanding multiple defendants, the introduction of third parties, summary or expert proceedings.

Dated: [date]