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Supplier Portal OCP SA_ Terms of accessibility_ October 21th, 2013

Descriptive Version of the Terms and Conditions of Access, Availability and Safety – Supplier Portal – OCP SA. (Ref: Charte Portail Fournisseurs dated on October 21th, 2013 )

This is an illustrative translation of the Terms of Access, Availability and Safety – Supplier Portal (“TAASP”) to help the non-French speakers understand the terms and conditions only.

The TAASP could be translated into other languages for the same purpose but the French version shall prevail in case of any interpretation conflict.

Terms of Access, Availability and Safety Supplier Portal OCP SA

These Terms of Access, Availability and Security of the Portal ("TAASP") describe the terms of services provided by OCP SA ("OCP") through the portal according to the Conditions of Access and Use (“CAU”). The TAASP are not applicable to certain applications requiring specific conditions of use which will be described below in the relevant documents. The TAASP establish and measure the level of current services and the applicable minimum standard service. They also describe the procedures which will manage changes related to the publication of a new service or portal. Additionally, the TAASP complete and are an integral part of the Conditions of Access and Use of the portal. The TAASP will apply to all the services and they will be under OCP’s responsibility, meaning all transactions engaged behind OCP’s firewalls1 and gatekeeper proxies2, or on its internet connections, taking into account the level of service provided by such medium. Any use of a third party’s application through the portal shall be subject to a specific TAASP Appendix. The commitments undertaken by virtue of this document apply to users as defined in the CAU, excluding all activities whether intermediary, pilot, demo or training activities. Generic services covered by theTAASP are as follows: Infrastructure and Management of the Content:

Identification of users and management of their registration Users authentication and security Common tools: search engine, usage report

Quality guarantee process:

Suppliers portal deployment and implication process of the Suppliers in the management of the

Portal Online users support System availability

1 This setting prevents all outside sources from connecting to the portal. 2 Process of Portal User authentications


1. Portal Accessibility The supplier portal shall be available on the internet http://esuppliers.ocpgroup.org The supplier acknowledges that the public nature of the internet prevents OCP from guaranteeing: • that each supplier may at any time access the portal or one of its services during the period of availability of the portal and, if such is the case, during the opening hours of each service; • that access will not be interrupted in any way; • that access will be free of error; • Any unauthorized violation of security. In the case of non-fatal hardware errors altering User experience, OCP undertakes to do its best efforts to take note of and repair these errors. Fatal hardware failures altering critical resources will be subject to repair times to be estimated at the time of the incident. 2. Availability of the Portal * Opening Times Portal services are open to users 24 /24 hours, 7 days a week. The service can particularly be interrupted for maintenance. * Rules for OCP password A Portal access account is created by the supplier, the password will be sent directly by OCP’s system [email protected] to the "Authorized User’s” email. Password change is mandatory at the first login to the portal. However, the account holder may change the password at anytime. Passwords must be: • Personal and may not, under any circumstances, be communicated to another user; • At least 8-character long; • Composed of at least one number and one letter; • Renewed every three months. The password will automatically expire after five (5) failed attempts. In case of loss or a blocked password, the supplier must contact the Help Desk.


* Services OCP will notify supplier users via the Portal of any planned maintenance during the hours between 8.am and 4.pm Moroccan time, on working days (Monday – Friday). Wherever possible, maintenance will be performed during a period of reduced use. The supplier acknowledges that OCP shall not be responsible and shall be under no obligation to pay any damages due to any interruption, suspension, modification or removal of the portal or services. 3. Privacy and Security OCP has developed and implemented a security policy for data exchange with external partners, based on an assessment of availability, integrity, privacy, sustainability and the audit system. The level of security provided by the network provider to the portal may be sufficient or require an upgrade that will be decided by OCP. 4. Additional Terms * Change Management OCP reserves the right to change and update these TAASP at any time. OCP will make its best efforts to inform the users about such changes. These changes and updates will apply to the users who must as a result regularly refer to this section and the portal to verify the TAASP’s in force.

• Changes in Services OCP adopts a policy of close dialogue with the suppliers and their representatives as part of a quality-driven approach. Any new service or changing features of the portal or its services will be subject to an adapted change management plan. Communication will follow the appropriate channels: suppliers, publication on the portal and institutional meetings. • Changes in infrastructure Any major change in the production infrastructure that has a significant impact on the work of portal services shall be communicated to suppliers before its implementation.


* Online Help Desk OCP provides support by e-mail at (a) [email protected] for the i-supplier portal and (b) [email protected] for the tender’s portal. Support is also provide by calling the phone number following:

- If Supplier is in Morocco: 0800003636

- If Supplier is outside Morocco: +212522924545 The supplier may use these to solve problems encountered while using the Portal or its services. The languages which will be used are French and English. The help utility is used to assist suppliers in the direct use of the portal and to solve problems impeding its proper operation. However, online support is not intended to train users, or solve problems in infrastructure, equipment, operation, the operating system etc.... of the Supplier. OCP Support will do its best to meet the demands of the different users.

Responsibility for support excludes any repair or correction of defaults in non OCP products, services or infrastructure





LEGAL INFORMATION

1. IDENTIFICATION The present website could be accessed at http://eSuppliers.ocpgroup.org is published by OCP SA, 2 Rue Al Abtal, Hay Erraha, Casablanca, Morocco. The Portal is hosted by OCP SA. Access to the Portal and the use of its content shall be within the Conditions of Use described in the Conditions of Access and Use (CAU). 2. PERSONAL DATA OCP is only responsible for processing personal data collected on the Portal. 2.1 Nature of personal data We mean all personal information (such as: username, password, surname, forename, date of birth, e-mail and postal addresses, city, state) that Suppliers may provide to OCP SA while requesting information. These data, regardless of their nature, directly or indirectly, allow OCP SA to identify Suppliers to send them information electronically. The information is collected for the sole purpose of establishing a business relationship with Suppliers and may not be passed on to a third party.

The personal data are kept by OCP SA for a reasonable period. 2.2 Consent No personal data is collected without the consent of the Suppliers. The optional or compulsory nature of items to be disclosed to OCP SA in this context will be communicated to Suppliers in advance. The Suppliers are in no circumstances obliged to hand over personal data to OCP SA.


2.3 Rights According to the Law 09-08 of February 18th, 2009 Suppliers have the right to: • refuse disclosure of personal data for legitimate reasons- Article 9, Law 09-08; • to access their personal data - Article 7, Law 09-08; • the right to amend / delete their personal data.

Therefore, each user may require from the relevant department in OCP SA that inaccurate, incomplete, misleading or outdated personal information is corrected, clarified, updated or deleted - Article 8, Law 09-08. To exercise these rights or to report any malfunction of the Portal in terms of individual freedoms, Suppliers can send a letter to the following address:

OCP SA 2, rue Al-Hay Abtal Erraha Casablanca 20200 MOROCCO

Or send an email to: • [email protected] with respect to the i-Supplier Portal and • [email protected] for the tenders Portal or calling the phone number following:

- If Supplier is in Morocco: 0800003636

- If Supplier is outside Morocco: +212522924545

3. COPYRIGHT - INTELLECTUAL PROPERTY OCP SA is the owner of the domain names http://eSuppliers.ocpgroup.org The Portal as a whole, and its components (e.g. text, site plan, software, animations, photographs, illustrations, diagrams, graphics, logos, etc.). Constitute intellectual works protected by law. The Portal and its components are the exclusive property of OCP SA which has the exclusive right to use intellectual property rights and personality rights thereon, including trademarks, designs, copyright and image rights, as the originator or through a license or express consent.





CONDITIONS OF ACCESS AND USE OF OCP SA SUPPLIER PORTAL

OCP SA, October 21th, 2013

1. Object These Conditions of Access and Use of OCP SA’s Supplier Portal (hereinafter referred to as the "CAU") are intended to establish the legal and technical terms and conditions governing the use by any Supplier of OCP SA (hereinafter "OCP") of the secure part of OCP’s Suppliers Portal (hereinafter the "Portal"). OCP means all its subsidiaries and any company or entity in which OCP is a shareholder.

Through the Portal, OCP provides the Supplier, free of charge, with an environment allowing it to access the collaboration tool of OCP hereinafter the ("Tool") and information, data, databases, websites, information systems, applications, etc. belonging to OCP (hereinafter referred to as the ("Services") and intended to ensure information exchange with OCP as part of the work entrusted to them by OCP, or of solicitation in a tender to boost the relationship between the Supplier and OCP, in accordance with the provisions of the CAU. All information, data, documents, forms, plans, know-how, ideas or anything that will be exchanged between OCP and the Suppliers via the Portal and the Tool, (hereinafter respectively referred to as ("OCP content") and (the "Supplier Content") and cumulatively ("Content") may be used respectively by OCP and the Supplier as part of their contractual relationships defined by the placing of an order or a consultation for a tender. A («Supplier") is a company that is committed to the CAU, meets the criteria for access to the Portal and whose access to the Portal is authorized by OCP. Hereinafter, OCP and the Supplier shall be referred to jointly by ("Parties") or individually by ("Party")

Access to the Portal and use of services by the Suppliers are subject to the express acceptance by the latter of these CAU ("Appendix 1") and the documents identified below which are posted on the Portal


and are part of the CAU: * Appendix 1 to CAU: Application form to CAU; * Appendix 2 to CAU: Nomination Form and commitment of the Administrator Supplier; * The terms of accessibility, availability and security of the Portal ("TAASP"); * The Portal User's Guide " Supplier’s Manual." 2. Portal Accessibility The Suppliers may access the Portal and use it solely as part of their relationship with OCP and through their Authorized Users. An "Authorized User" is an individual who is a staff member of the Supplier, authorized by the Supplier administrator to access and use the Portal in the name and on behalf of the Exclusive Supplier in accordance with the CAU and to whom the Supplier administrator sends a personal password and user ID (password / User ID). A Supplier may have one or more Authorized Users and must have a Supplier Administrator. A "Supplier administrator" is an Authorized User who is mandated by the Supplier to allow Authorized Users to access the Portal, who is responsible for monitoring new Authorized Users and deleting Authorized Users accounts in accordance with the Rules Governing the Portal. The Supplier Administrator is, in most cases, an experienced, multi-skilled, rigorous person with PR skills. he does not need extensive computer knowledge, but should use computers commonly as a working tool. The name and address of the Supplier Administrator must be known to all OCP contact within the company because it is to the Supplier Administrator that they need to address their requests to access the Portal and the different applications of this Portal. The Company can only appoint several directors after express written permission from OCP management. The Supplier Administrator is appointed by the legal representative of the Supplier. The legal representative must have signed the Portal CAU on behalf of the Supplier and appointed a Supplier Administrator using the form annexed to the CAU to be filled online. This form will be signed, rubber-stamped and sent to the management of OCP using all possible methods. The Supplier may appoint, if necessary, a replacement in case of leave or absence of the Supplier Administrator. The Supplier Administrator authorized to perform updates (declaration of an Authorized User, suspension of an Authorized User, amendments to data on an Authorised User, request to access a Service) directly in the directory of OCP Suppliers access control, must use a strong authentication


method ("Random Password") and OCP will provide a Supplier Administrator identification code ("Identification Code") to manage the use of the Supplier Portal. Through their Random Password / Identification Code, the Administrator Supplier may assign to each of the Supplier’s Authorized Users a password / User ID allowing them to use the Portal. The legal representative of the Supplier must contact and inform OCP of any transfer or discharge of the Administrator and all events that call into question the stability of their work as administrator. The Supplier shall request that the account to be closed by OCP, in a signed and rubber-stamped letter, mentioning the name of the new Administrator. The Administrator shall audit the accounts of users and access rights twice a year, to verify their validity and accuracy. Where the Supplier Administrator encounters violations of the law in their area of activity, they must report it to their line managers, who will take the appropriate action. The Supplier Company may close the account and cancel access rights to the network and data of a user who has violated the rules governing the Portal. The administrator will be responsible for the consequences of any damage incurred by OCP that is linked to this role. The Administrator shall be liable unless they demonstrate that they have used the highest-quality, state-of-the-art means, and followed the industry’s best practices in this field, and that they had the necessary diligence to fulfil their mission.

No Supplier, Supplier Administrator, Authorized User or any other person has the right to access the Portal using the password / User ID from another Supplier or Authorized User. The right of access to the Portal of an Authorized User shall be terminated immediately upon termination of the CAU or if a Supplier, through the Supplier Administrator, cancels the right of access of an Authorized User. The Supplier, through its Supplier Administrator, will therefore take all necessary measures to cancel this right of access. The Supplier shall ensure that each of its Authorized Users (including the Supplier Administrator) (a) assumes responsibility for security and / or the use of their password / User ID, (b) do not reveal their password / User ID to a third party, (c) donot authorize any other person or entity to use their password / User ID, (d) uses the Portal in accordance with the CAU. The Supplier shall also notify each of its Authorized Users of their obligations under the CAU and TAASP and User Guide Portal "Suppliers Manual." The Suppliers, their account Administrator and Authorized Users shall be and remain responsible for Passwords / user IDs to access the Portal. They must take every precaution to safeguard the confidentiality of said passwords / user IDs and to preserve the use of the website by other Suppliers and the security of the Portal as provided herein. They also undertake to immediately inform OCP for loss or fraudulent use of a password / User ID (Identification Code for the Supplier Manager) The Supplier is solely responsible for any use or access to the Portal by a person or entity accessing the Portal in any way, using the Passwords / user IDs of said Supplier or their Authorized Users.


OCP will in no way be responsible for the management, control and / or monitoring of the use of the Portal and Services by a Supplier or their Authorized Users. Use of password / User ID assigned to an Authorized User is considered to be made by such Authorized User and under their responsibility and OCP has the right to rely on this information and give permission to allow access to the Portal and use of services without any further obligation to verify the identity of a person accessing the Portal using said password / User ID. The User shall acquire at their expense the Equipment, software and service (s) of telecommunication necessary to access the Portal and use the Services. The technical conditions for access and use are available on demand from OCP.

3. Confidentiality and rights of intellectual property Confidential information refers to all information and/or all data of whatever form and nature, as well as the rights of intellectual property related to them, and which are revealed by one Party to the other Party, or whose this latter could have knowledge of directly or indirectly, at the time of access to the Supplier Portals and/or of use of the said Portal. All information relating to the invitations to tender posted by the OCP on the Portal shall not be considered Confidential information. Each Party shall commit to consider all and any confidential information explicitly expressed by the other Party as strictly confidential, and not to reveal them to third parties, in a direct or indirect way, for payment or for free, and in any form whatsoever. Moreover, each Party shall ensure that the Confidential information which they receive:

is not be used out of the framework of the Supplier Portal;

is restored without delay upon request, or in the event of definitive disabling of the Portal or of cancellation of the CAU.

The confidentiality requirement stipulated in this article shall apply during the entire period of use of the Portal by the Parties. As per this article, the following shall not be considered as third parties:

any subsidiary company, any company or any current or future entity in which OCP holds or will hold, directly or indirectly, a Participation in the capital;

members of the personnel and collaborators of the Parties whose functions allow them to have

access to the Confidential information. Subject to the CAU provisions and unless there is a prior agreement in writing, the Parties shall agree not to use or reproduce or communicate, in any form whatsoever, the intellectual property as well as all rights of intellectual and/or industrial property relating to the Confidential information to a third Party.


4. Protection of the personal data The Supplier shall commit to inform Authorized Users in case of transmission of their personal data to OCP Group. In compliance with the Law 09-08 of February 18th, 2009 relating to the protection of the personal data, the rules applicable to the rights of access, of modification, and/or omission of the said personal data, shall be listed in the copyrights of the Suppliers Portal. 5. Exchanges of computer data The Supplier is fully responsible for all operations carried out via its account and by means of its identifier, and it is fully responsible for the operations carried out by its employees, agents and representatives. OCP and the Supplier shall agree that they will exchange information by means of computer data exchanges, i.e. they shall proceed to electronic transfers of data and information via any computer network or other. The exchanges of computerized data between OCP and the Supplier shall include mainly: Proposals of items, proposals of prices, provision of invoices, dispatch notifications, responses (acceptance, rejection, request for modifications, etc.) to new orders, seizure of the bank accounts, contacts of sales agents, attached documents and questions addressed to purchasers. Posting the information by the Supplier shall be considered an acceptance and shall be regarded as commitment with regard to OCP. The Suppliers shall agree that the information exchanged on the basis of this clause and in conformity with its provisions, have equal proof-value to that of a paper document. For this reason, OCP and the Supplier renounce to disputing the authenticity of exchanged information or objecting to such information only because they are exchanged electronically. In the event of disagreement, the Suppliers shall accept that the record of such exchanged information can be produced before jurisdictions or courts, as proof of the facts that they contain and until production of a contrary proof presented on an agreed-upon means. 6. Guarantees, responsibilities and limitations of responsibility

The Supplier The Supplier shall have the capacity to accept the CAU and to abide by the obligations which result from it. During the period of validity of these specifications, the Supplier, the Administrator of Users accounts and his/her Authorized Users, shall commit to respecting the provisions of these specifications, all the rules governing the activities on the Portal as well as all internal and international rules and regulations in force and applicable to the Supplier’s activities on the Portal.


The Contents of the Supplier shall not (a) contain any virus, etc. likely to damage the Portal or to harm its good performance, (b) not to be untrue, inaccurate or misleading, (c) not to be wrongly acquired or violate the rights of any third Party, (d) not to breach the rules and regulations in force, (e) not to contain harassment, prejudice, defamatory, violent, vulgar, obscene, heinous, or criticisable elements, based on a racial or ethnic point of view, or contrary to morality, or likely to harm the dignity and respect for human beings, as well as to the protection of minors, (f) not to attack the internal and external brand image of OCP and of the OCP Group, (g) infringe the provisions of the CAU. Within this context, the Supplier shall take all the necessary measures and the best practices in this field in order to avoid introduction of any wrong code known into the Contents, and shall take the adequate measures in case of existence of such a wrong or assimilated code. If the Supplier, his/her Administrator of the Users accounts and the Authorized Users, uses the Portal in a fraudulent or illegal manner or without authorization, the Supplier shall compensate and guarantee OCP against all actions, requests for allowance or damages resulting from or related to an action or omission of one of the Authorized Users or resulting from or related to the use of the Portal.

OCP OCP shall implement the means that enable the Supplier and the Authorized Users access to the Portal in accordance with the provisions of the CAU and the CADSP and usage of the Services in accordance with the conditions of use of the service, and in accordance with the rules and regulations in force. The Portal can contain links or references to other web sites. OCP shall not be responsible for the contents of these other web sites and shall not be responsible in the event of damage caused by the contents posted on such web sites or accessible by through them. OCP shall not endorse the Contents provided by the Authorized Supplier or Users. OCP shall not control the Contents of the Supplier; this latter expressly frees OCP and its contractorsof any responsibility of control and filtering of such Contents. However, OCP can, taking into account the circumstances, take all measures which it may consider necessary or suitable regarding the Contents of the Supplier. OCP shall make its best efforts for its Contents not to include technical inaccuracies or misprints or viruses. This latter can be modified either regularly or whenever OCP decides to. OCP shall make all possible efforts to inform the User of the modifications made to the OCP Contents. OCP shall have the power to stop, suspend or to prohibit access to the Portal or to the Services, completely or Partially, without notice nor allowance, if the Authorized Supplier or his/her Users show behaviour or take part in activities prohibited by the rules and regulations in force, the CAU or the conditions of use of the service. Taking into account the level of security of the Portal, OCP cannot be considered responsible of the fraudulent access to the Portal regarded as an offense under the clause 3 of article 607 of the Moroccan Criminal Code.


Subject to the abovementioned guarantees, the Portal and the Services are placed at the disposal of the Suppliers by OCP “under these conditions”. OCP shall not grant any other guarantee relating to, in Particular, the adequacy of the Services to the needs for the Supplier. OCP and its service providers cannot be responsible, with regard to the Supplier and if necessary to third Parties, for all types the damage, direct or indirect, resulting from the access to the Portal and the use of the Services and the Contents by the Supplier, except error from the Part of OCP. The provisions of this article shall remain applicable after the cancellation or the expiry of the CAU. 7. Period of validity and cancellation OCP can cancel the CAU, at any time and upon its decision, or suspend or limit access of the Supplier to the Portal: (a) for any reason as soon as the Supplier does no longer belong to the list of OCP suppliers or (b) in the event of engineering problems or (c) at any time and without notice, if the Supplier, his/her Users Accounts Administrator or his/her Authorized Users, fail to fulfil their obligations under the present CAU or show a behaviour or take Part in activities prohibited by the rules and regulations in force or the CAU orby the conditions of service usage. Each Party shall have the power to cancel the CAU in the event of failure of the other Party, in less than ninety (90) working days following notification sent via registered post with acknowledgment of receipt and which remains without effect. In the event of cancellation of the CAU, all the rights granted by these specifications to the Supplier and his/her Authorized Users shall be terminated and the Supplier and his/her Authorized Users shall immediately cease using the Portal, without prejudice or damages to OCP. The cancellation shall be without prejudice to any provision of these specifications that should remain in force in spite of this cancellation (e.g.: Confidentiality and intellectual property). 8. General information Force Majeure In addition to the cases usually referred to by the law and the jurisprudence of the Moroccan courts, the following shall be expressly considered as cases of force majeure: strikes inside or outside the company, bad weather, governmental and legal restrictions and amendments, computer breakdowns and blockage of telecommunications, failure of the OCP server, and any other case out of the known will of either OCP or the Supplier. The Party which encounters this situation of force majeure shall make its best efforts and try, as much as possible, to minimize the effects, by means of striving to carry out, even partially, some of its obligations.

Language The present CAU is written in both French and English. In the event of incompatibility between the French and the English versions of the CAU, the French version shall prevail.


9. Applicable Law and jurisdiction The CAU, the Portal, the Services, the Contents and all the rights and obligations of the Parties resulting from the Portal or related to it, shall be subject to the Moroccan legislation and shall be interpreted and applied in accordance with this latter. Any disagreement about the CAU and access and use of the Portal and the Services shall be firstly subject to an attempt to reach amicable agreement between the Parties within thirty (30) days from the date of notification of the said disagreement, before submitting it to the exclusive jurisdiction of the courts of Casablanca (Morocco). 10. Audit Upon reasonable notice and during normal working hours, OCP shall have the right to carry out a periodical audit of the use of the Portal by the Supplier, under reserve of respect of the clauses of confidentiality herein, aiming at ensuring that the Supplier goes by the present CAU. 11. Updates of the CAU OCP shall reserve the right to modify and update the access to the Portal, at any time, as well as the conditions of use of the Portal and the Services. OCP shall do its best effort to inform their Users, Particularly through the Portal. These modifications and updates shall be mandatory to the User who must consequently refer regularly at this heading in order to check the conditions of use of the Portal and the Services in force. Each modification of the CAU shall be subject to a version dated and carrying reference.





Appendix 1: Form of acceptance of the C.A.U

The Supplier declares having taken knowledge of the CAU posted on the Portal and agrees to them. Name or Company Name of the Supplier: Number of Supplier Account/ OCP SA: Name and first name of the legal representative of the Supplier: E-mail address: Telephone and fax number(s): Done in :

On : Signature of the legal representative of the Supplier



This is an illustrative translation of the Terms of Access, Availability and Safety – Supplier Portal (“TAASP”) to help the non-French speakers understand the terms and conditions only. The

TAASP could be translated into other languages for the same purpose but the French version shall prevail in case of any interpretation conflict.

Appendix 2: Form of nomination and commitment of the Supplier Administrator

The Supplier declares having named as Supplier Administrator:

Last Name: First name: E-mail address: Position in the Company: Telephone and fax numbers: Date of nomination:

Signature and seal of the legal representative of the Supplier

and The Supplier Administrator declares having taken full knowledge of this CAU. Done at on

Signature of the Supplier Administrator

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