Leaders for a good planet
DEFINITIONS
Capitalized terms have the following meaning:
ARTICLE 1 - ACCEPTANCE AND ENFORCEABILITY OF THE CGI - FORMATION OF THE CONTRACT
1.1.- Acceptance and enforceability of the CGI
The General Terms and Conditions govern the Services provided by the Company for the benefit of the Customer, in accordance with the provisions of the Special Terms and Conditions. Acceptance of the Special Conditions implies unreserved acceptance of the GCI, which the Customer declares to have read prior to subscription and to have accepted. These General Terms and Conditions are available on the website and may be communicated at any time on request. The applicable GCI are those in force on the date of the Contract. The Customer expressly waives the right to rely on any other document or statement contrary to the terms hereof, except where such document or statement is expressly agreed between the Parties.
1.2 Contract formation
1.2.1 - Any commercial proposal issued by the Company does not constitute an offer and must be expressly accepted in order to take effect. Unless otherwise specified by the Company, any quotation is valid for a period of thirty (30) days from the date of issue. It is the Customer's responsibility to ensure that the terms of the proposal and any applicable specifications are complete and accurate.
1.2.2.- Any Contract shall be deemed firm and definitive as soon as :
1.2.3 - The firm and definitive formation of the Contract constitutes a sale in accordance with applicable legislation, and the Customer may neither cancel nor refuse the Services.
Any stipulation modifying the terms and conditions of the Contract must be signed by a duly authorized person. The Company shall not be bound by any document that is not signed by an authorized person.
If several natural persons or legal entities act or are presented as Customers, each of them is jointly and severally liable for the entire amount. Total or partial remission of the debt or obligations of one of the joint and several debtors by the Company does not release the other joint and several debtors from their obligations to the Company.
1.2.4 - The Customer undertakes to comply with all the obligations arising from the following documents (the " Contract "), in order of priority (in the event of any contradiction):
All other documents, in particular catalogs, prospectuses, advertisements and websites, are for information purposes only and are non-contractual.
ARTICLE 2 - PURPOSE OF THE CONTRACT
2.1 Mission definition - Beginning
The mission entrusted to the Company by the Customer and the deliverables expected are defined in the Sales Proposal and/or the Special Conditions. The Company's services include strategic consulting, skills transfer in corporate management, etc.
Unless otherwise specified, service times include :
- participation in meetings
- meeting preparation and follow-up time
- organization and coordination time
- analysis and design time
- informal discussions with customer executives.
The commencement of the Mission is stipulated in the Commercial Proposal, failing which, the Mission commences on the date of signature of the deeds and payment of the first instalment.
2.2 - Modification of the Mission
The terms of the Mission are defined by mutual agreement between the Parties.
The Company undertakes to take account of any changes requested by the Customer in connection with the Assignment if this is feasible within the time available and with the personnel initially planned for the completion of the Assignment.
If the modification of the Mission entails changes to the contractual conditions, in particular to the quantity of work or to the working hours of the Company's personnel or subcontractors, the Parties shall agree on an amendment to the Contract, in particular with regard to remuneration, deadlines and completion of the Mission. If no agreement is reached, the Company will continue its Mission in the interest of its Customer, taking into account the initial scope of its Mission, if necessary without taking into account the Customer's request to modify the Mission.
Any increase in the scope of work, any change in the Services or in the timetable, any modification of the approved documents, any modification resulting from a change in regulations or made necessary by unforeseeable administrative, legal, technical or commercial contingencies, any additional service resulting from the default of the Customer or a third party, may give rise to the drawing up of an amendment which may, in particular, set the corresponding fees for the Company.
If no agreement can be reached on how to continue the Mission in the event of a modification to the Contract, the Parties may meet to terminate the Contract under the terms of article 10 hereof.
2.3 - Mission terms and deadlines
Deadlines for completion of the Mission may be specified in the Commercial Proposal. Failing this, the Company will complete the Assignment within a reasonable time from the conclusion of the Contract and payment of the first instalment. Deadlines for Customer approval of Deliverables are specified in article 2.4 and are binding on the Customer. Once the Customer has validated a Deliverable that constitutes a significant stage in the progress of the Engagement, the Customer may not go back on the validated choices or on the progress of the stages of the Engagement as defined in the Commercial Proposal, without this constituting a modification of the Engagement. It is understood that in this case, a new costing will be drawn up and all the stages completed will be due.
The deliverables and the follow-up of the Mission can be done preferably by e-mail or video and if agreed by the Parties, in person.
2.4.- Delivery of deliverables
Deliverables are sent to the address indicated by the Customer, either by e-mail in PDF format unless otherwise specified, or by post. The Customer is responsible for informing the Company of the address to which the Deliverables are to be sent.
If the Customer does not express any reservations in writing by e-mail to sandrine@leadersforagoodplanet.com or by registered post with acknowledgement of receipt within 15 days of receipt, the Deliverable, product or Service delivered is deemed to conform to the Customer's expectations and the Company may continue with its Mission. Any lead times for the stage following the issue of a Deliverable shall only commence once the latter has been validated by the Customer.
ARTICLE 3 - OBLIGATIONS OF THE COMPANY
3.1.- The Company provides its Services and undertakes to carry out its Mission with the utmost care, professionalism and by responding with the greatest attention to the individual needs of its customers, it being specified that it has only an obligation of means to the exclusion of any obligation of result, unless expressly provided otherwise by law or regulation and of public order, which the Customer expressly acknowledges and accepts.
3.2.- The Company undertakes to mobilize the resources necessary for the performance of the Assignment, it being agreed, where necessary, that the Company shall be solely responsible for defining the resources allocated to the performance of the Assignment, without the Customer being able to interfere in any way whatsoever in this choice.
The Company applies and complies with the global code of ethics for the consulting industry (Syntec Conseil).
3.3.- The Company is obliged to check the plausibility of data supplied by the Customer or third parties. In this respect, the Company must point out any inconsistencies in the data supplied, when it becomes aware of them. In doing so, the Company will refer to common sense, the law and the best practices of its profession. The Company uses qualified personnel with all the knowledge required for the proper performance of their duties. The Company cannot substitute itself for the functions of personnel employed by the Customer, who remains the sole decision-maker.
3.4 - The Company undertakes to comply with the terms and conditions for monitoring the Mission as defined in article 6 of the CGI.
ARTICLE 4 - CUSTOMER OBLIGATIONS
4.1 - By accepting the Commercial Proposal, the Customer declares that he is duly authorized to do so and, as such, undertakes, in his own name if he is a sole trader or in the name of the company he represents, to respect his contractual commitments and, in particular, to pay all sums due, within the allotted time.
4.2.- The Customer undertakes to cooperate actively with the Company for the proper performance of the Contract and shall in particular :
The Customer undertakes to inform the Company immediately of any change in its requirements and/or orientation, likely to have an impact on the completion and/or budget of the Mission in relation to the terms initially defined in the Sales Proposal.
It is hereby specified that the Customer retains full and entire responsibility for any decisions he may take and implement following the Mission.
4.3.- Further studies
If circumstances require the use of external specialists (e.g. chartered accountants, lawyers, tax specialists, etc.), or if the Company advises their intervention, the corresponding expenses are to be borne by the Customer.
ARTICLE 5 - CONTRACT START AND DURATION
5.1 Unless otherwise specified in the Special Conditions :
5.2.- In any event, the Company's Mission ends either :
and, in any event, no later than one month after the occurrence of the events mentioned in c) and d).
ARTICLE 6 - FOLLOW-UP PROCEDURES
6.1 - Unless specific reporting deadlines are specified in the Special Terms and Conditions, the Company will regularly inform the Customer of the progress of the Assignment, and a fortiori within a reasonable period of time following any such request from the Customer.
6.2.- In order to improve its Services, the Company may ask the Customer to reply to any satisfaction and performance evaluation questionnaire.
ARTICLE 7 - PRICES - INVOICING AND TERMS OF PAYMENT
7.1 - Prices
7.1.1 - In consideration of the performance of the Mission, the Company shall receive the remuneration in euros, inclusive of all taxes, stipulated in the Special Conditions.
7.1.3 - Payment for Services is made on the terms agreed and accepted by the Parties.
7.1.3 - The Company will also be entitled, at the same time as its remuneration, to the reimbursement of expenses incurred in the performance of the Mission, validated in advance by the Customer and on production of the corresponding receipts. The Company may also re-invoice the Customer in the event of cancellation of a meeting less than 48 hours before the date agreed between them, in accordance with the provisions of article 4.2.
7.1.4 - No unilateral cancellation of the Contract by the Customer will be accepted without the Company's agreement.
7.1.5 - Any additional services requested by the Customer and not essential to the performance of the Mission described in the Special Conditions will be invoiced additionally on the basis of any estimate.
7.1.6.- The Customer may not, without the Company's express prior agreement, make payment conditional upon the provision of invoices meeting the Customer's specific requirements, or of any other document.
7.2.- Billing
Invoices are sent electronically only and to the email address indicated by the Customer.
If no email address has been indicated by the Customer for invoicing, the invoice is sent by email to the Customer's reference contact person. The Customer is responsible for providing the correct information regarding the contact person responsible for invoicing within his/her organization. No duplicate invoices will be issued. The Company will retain proof that the invoice has been sent. The Customer may not claim loss or non-receipt of the invoice to justify any late payment or non-payment.
7.3 - VAT and other taxes
VAT is indicated in the Special Conditions for information purposes only. VAT and taxes payable at the time of invoicing are those applicable at the date of invoicing and may vary if the law changes between the time of signing the Special Conditions and the time of invoicing. Details of amounts subject to VAT are shown on the Company's invoices.
7.4 - Terms of payment
7.4.1 - Unless otherwise specified, the Contract and the commencement of the Assignment may only commence after payment of the first instalment of the Contract remuneration.
7.4.2 - The Company's fixed remuneration will be paid by bank transfer no later than the 20th of the month prior to the actual completion of the monthly services by the Company. The amount is to be paid without reduction or discount, unless otherwise specified by the Company. Payment is deemed to have been made when the funds have been received by the Company. The customer may pay by bank transfer or direct debit. Payments by cheque or cash are excluded.
7.4.3 - Where applicable, variable remuneration will be paid and calculated as agreed in the Special Terms and Conditions. If the variable remuneration is based on the Customer's annual accounts, it will be paid within 4 months of the closing of the accounts for the year ended. In the event of early termination of the Contract, this variable remuneration will be calculated pro rata to the period worked.
7.4.4.- The customer is responsible for taking the necessary steps to anticipate bank deadlines and to send his outstanding bank transfers automatically and without reminder, so that his payments arrive before the due date, in accordance with the payment schedule.
7.4.5 - The Company reserves the right, even if remuneration is paid in advance, to demand guarantees of payment and proper performance of commitments, and to terminate the balance of the Contract if such guarantees are not provided or are deemed insufficient.
7.4.6.- No set-off may be made between different Contracts entered into with the Company.
7.4.7.- Invoices issued by the Company (including for additional services) are payable on the due date and no later than 30 days from the date of issue.
7.5.- Invoice disputes
In the event of disagreement over the amount of an invoice, payment is made on the provisional basis of the amounts accepted by the Customer, who must justify his dispute in writing within 15 days. In the absence of any dispute within this period, the invoice is considered accepted and payable on the due date. Where the sums paid are lower than those finally due to the Company, the latter is entitled to late payment compensation calculated on the difference.
ARTICLE 8 - NON-PAYMENT AND PENALTY CLAUSE
In the event of non-payment of any sum due by the Customer after the payment deadline, and unless postponement is requested in good time and granted by the Company, the Customer will forfeit the benefit of the term and the Company may demand payment of late penalties calculated in accordance with the following provisions.
PENAL CLAUSE
In the event of non-payment on the contractual due date and after formal notice by registered letter with acknowledgement of receipt has remained without effect for 15 days, an indemnity of 15% of the sums due will be immediately payable as a Penalty Clause.
In accordance with the provisions of article L.441-10 of the French Commercial Code, any failure to pay by the agreed due date will automatically, and without the need for formal notice, result in the application of a penalty for late payment calculated at the ECB refinancing rate plus ten (10) points, and a flat-rate penalty for collection costs of 40 euros will be payable in the event of late payment.
Finally, if collection costs exceed the fixed sum of 40 euros, an additional indemnity will be payable to the Company upon presentation of supporting documents.
ARTICLE 9 - RETENTION OF TITLE CLAUSE
The Company expressly reserves ownership of the Deliverables delivered until full payment of the corresponding instalments, costs and accessories. Any clause to the contrary, in particular in the Customer's general terms and conditions of purchase, shall be deemed unwritten.
The Customer undertakes not to communicate, distribute or make use of the Deliverables until full payment of the due dates corresponding to the Deliverables has been made, failing which the Company shall immediately reclaim the said Deliverables.
ARTICLE 10 - SUSPENSION OR TERMINATION OF MISSION, SERVICES AND CONTRACT
10.1 Suspension
The Company may automatically suspend the Mission if the Customer does not reply in writing within 15 days to its communications requesting a response. The Customer reserves the right to request payment of compensation for the duration of the suspension. This indemnity is not exclusive of any request for termination under the conditions below.
10.2 Termination
The Contract may be terminated ipso jure at the discretion of the Party which is neither in default nor in breach of its own obligations under the Contract, and without prejudice to any damages: 15 days after formal notice has remained without effect and containing a declaration to avail itself of the benefit of the present clause, served by registered letter with acknowledgement of receipt sent by one of the parties to the other defaulting party in all cases of non-performance or total or partial breach of the other party's obligations, except in cases of force majeure. In the event of termination by the Customer, the Company shall be entitled to demand payment of all Services rendered, as well as any sums due under the Contract (and in particular any sums remaining due until the next Contract expiry date), without prejudice to any liability action.
Unless otherwise agreed between the Parties, either Party may terminate :
The Customer shall pay all invoices already issued and future invoices for Services already performed.
ARTICLE 11 - LIABILITY / INSURANCE / GUARANTEES
11.1 - Each of the Parties warrants that it has the necessary powers and capacity to enter into the Contract.
11.2 - The Company is under no obligation to provide advice until the Contract has been concluded between the Parties. The Company cannot be held responsible for any misinterpretation by the Customer of the results of a management diagnosis.
The Company shall not be held liable for non-performance of an Assignment or non-delivery of a Deliverable in the event of force majeure, disruption or total or partial strike.
The Company may only be held liable in the event of proven fault and for direct and foreseeable damage suffered by the Customer or any third party, in accordance with common law. It is further agreed that compensation for indirect damage is excluded. Indirect damages include, but are not limited to, loss of data, time, profits, sales, margins, loss of orders, loss of customers, loss of operations, loss of revenue, loss of business, loss of brand image, civil, criminal or administrative penalties, loss of anticipated results and third-party action.
When using any collaborative tool recommended by the Company, the Customer is subject to the general terms and conditions of sale and use of said tool. In this respect, the Company assumes no liability whatsoever.
11.4.- In any event, the Company's liability for any reason whatsoever shall not exceed the amount of the services in question.
11.5 - The Company declares that it holds a professional liability insurance policy in respect of its activity.
11.6 - The customer is responsible for strategic decisions and choices in the management of his business.
The Company shall not be held liable in the event that the objectives set by the Customer are not achieved. The Customer is personally and freely responsible for the management and operation of its business, and consequently retains exclusive responsibility for the results of its operations. The parties expressly declare that the Services provided under the Contract do not in any way constitute a de facto partnership or a contract of association.
The Customer assumes sole responsibility for the information and, in particular, for any inaccuracy, incompleteness, non-veracity or failure to update the information transmitted to the Company.
11.7 - Warranty exclusions
The Company excludes all warranties other than the legal warranties provided by the law in force and applicable to the Contract. The applicable legal warranty shall not apply in the event of non-payment by the Customer of any sum provided for in the Contract.
ARTICLE 12 - INDEPENDENCE OF THE PARTIES
If the Customer is a company, the relationship established between the Customer and the Company is that of independent and autonomous companies.
No clause of the Contract may be interpreted as giving either Party the power to direct the activities of the other Party or to control the other in any way whatsoever. The purpose of the Contract is to carry out an outsourced consulting assignment, and does not contain any form or intention of constituting a de jure or de facto company, the Parties being devoid of affectio societatis. The Company may organize itself freely in the performance of the Contract, insofar as there is no subordinate relationship between the Parties, but only a contractual relationship of a commercial nature.
Neither Party may, moreover, be considered as the representative of the other Party, in any capacity whatsoever and under any form whatsoever, unless specifically authorized in writing, expressly and in advance by the other Party.
It is expressly agreed that the Contract is specific and that none of its stipulations may give rise to claims other than those arising from the obligations expressly provided for in the Contract.
This Agreement does not authorize the Company to bind the Customer to any third party, insofar as it does not include any mandate.
ARTICLE 13 - MISCELLANEOUS PROVISIONS
13.1.- No right of withdrawal
Given the professional nature of the Customer's business and the fact that the purpose of the contract concluded with the Company falls within the scope of the professional's business, orders placed by the Customer do not benefit from any right of withdrawal.
13.2 - Undeclared work
In application of the law on illegal employment and its application decrees, the Company certifies that in the event that it uses one or more employees or one or more service providers to perform the present contract, the services covered by the contract will be performed by employees who have been duly hired or by service providers who are duly and regularly employed.
Furthermore, in the event that the Company uses employees to perform the Contract, the latter undertakes, from the time of their hiring and every six (6) months until the end of the Contract's performance, to provide the Customer with all the documents required under article D. 8222-5 of the French Labor Code, and in particular :
13.3 - Affirmation of sincerity
The signatory's personal liability may be incurred for any erroneous information that may appear in the Special Terms and Conditions if the signatory does not have the authority to bind the Customer.
13.4 - Good faith and cooperation
The Parties undertake to behave towards each other at all times as loyal partners acting in good faith, and in particular to inform each other of any difficulties they may encounter in the performance of the Contract, and to cooperate in the proper performance of the Contract.
The Customer expressly undertakes not to contact the Company's other customers directly in order to canvass them, to give them advice they have not requested or for any other disloyal reason.
In general, the Customer undertakes not to enter into direct contact with other customers of the Company without having first obtained the Company's written consent.
13.5.- Force majeure and acts of third parties
In the event of force majeure or an act of a third party, as defined by common law and jurisprudence, performance of the Contract may be suspended under conditions defined by mutual agreement between the Customer and the Company. If the duration of the impediment due to force majeure exceeds three (3) months, the Contract may be terminated at the initiative of either Party.
13.6.- Unavailability of the Company
If, as a result of serious illness, death or any other serious cause beyond his control, the Company's natural person legal representative is unable to complete his assignment, the Contract is terminated. It is understood that any Service not performed will not be invoiced.
The Customer may, however, accept the continuation of the Contract by the Company as a legal entity, represented by a new legal representative, or by an heir of the Company's natural person representative, carrying on the same activity.
13.7.- Amicable settlement and litigation
13.7.1 - Initial complaint to the Company
The Customer may send any complaint to the Company by registered mail. The Company will respond within an average of fifteen (15) days. As this method of amicable dispute resolution is optional, the Customer may at any time bring the matter before the competent court.
13.7.2 Territorial jurisdiction
In the event of any dispute concerning the validity, interpretation, performance or termination of the GTC or the Contract, the Parties agree to use their best efforts to resolve such differences amicably.
In the event of failure to reach an amicable settlement, and unless otherwise provided by public policy, the Parties agree that the courts within the jurisdiction of the Company's registered office shall have exclusive jurisdiction to settle their dispute, notwithstanding the place of signature of the Contract and the Site, even in the event of a warranty claim or multiple defendants. The attribution of jurisdiction is general and applies whether the claim is a principal claim, an incidental claim, an action on the merits or a summary proceeding.
13.8 Proof
13.8.1 - It is irrevocably agreed, in accordance with the provisions of article 1368 of the French Civil Code, that, unless otherwise provided by law, the original copy may consist of an electronic document, even if a copy is drawn up on paper. The electronic copy will be deemed to be the signed written original.
13.8.2 - In accordance with article 1316-2 of the French Civil Code, the parties intend to establish, within the framework of the services, the rules relating to the evidence admissible between them in the event of a dispute and to its probative value. The following provisions thus constitute the evidence agreement between the parties, who undertake to comply with the present article.
13.8.3 - The parties agree that, in the event of a dispute, the data resulting from any computer record, digital file, e-mail or any other element transmitted by the customer constitutes proof of acceptance of these GTC. The Parties irrevocably accept that in the event of a dispute, the scope of these documents, information and recordings is that accorded to an original, in the sense of a written paper document, signed by hand.
13.9 Confidentiality
13.9.1 - For the purposes of this article, the term " Confidential Information " means any information concerning the Parties or their business, and in particular any information of a commercial, strategic, business secret, financial, operational or technical nature, any information relating to intellectual property rights, ideas, concepts, technologies, processes and know-how, research and development, as well as the Contract and any information obtained in connection with the Contract and its negotiation.
13.9.2 - The Parties shall maintain the confidentiality of Confidential Information, and shall only use it for the purposes of the Contract.
13.9.3 - The Parties may not transmit Confidential Information to third parties without the prior consent of the Party that communicated it.
13.9.4 - Each of the parties will take all necessary steps to ensure that its managers, lawyers and the persons designated above are informed of the strictly confidential nature of the information communicated by the other and that they keep it secret and confidential, including the existence and content of the present negotiations and agreement.
13.9.5 - Information provided is not considered confidential if it is public knowledge and can be obtained other than from each party without violating the present agreement, or if it was already known prior to the signing of the present agreement, such prior knowledge being duly proven.
13.9.6 - Should a party be required by law, regulation or enforceable judicial or administrative decision to disclose confidential information, it undertakes to notify the other party without delay and prior to such disclosure in order to give it the opportunity, if possible, to find a way of preventing such disclosure or to enable it to take any steps to protect its interests.
13.9.7 - In such a case, the party undertakes to disclose only the information that it would be obliged to disclose and to take any appropriate protective measures or actions, after consultation with the other party, regarding the extent and timing of the proposed disclosure.
13.9.8 - Insofar as is necessary for the performance of the Contract, each Party may communicate Confidential Information to its employees or subcontractors, provided that it informs the latter of the confidentiality obligations set forth in the Contract and obtains that they comply with these obligations.
This confidentiality clause shall apply for the duration of the Contract and shall remain in force for a period of five (5) years from the termination or expiration of the Contract. All documents and media containing Confidential Information will, at the request of either party, be returned or immediately destroyed. Each party shall refrain from retaining any copy or summary thereof unless such retention is required by law.
13.9.9 - The Company will implement technical and organizational measures appropriate to the nature of the data and the risks inherent in its processing, in order to preserve the security and confidentiality of Customer data, and in particular to prevent it from being distorted or damaged, or accessed by unauthorized third parties. In any event, Confidential Information will only be used in connection with the performance of the Contract.
13.9.10.- Any duly proven breach of the present confidentiality obligation will give rise to liability on the part of the Party responsible.
13.10.- Personal data
The Company wishes to remind the Customer that the performance of the present contract requires the collection and processing of personal data concerning the Customer, in order to meet the following objectives:
The Company wishes to point out that failure to provide such personal data would prevent the achievement of the aforementioned objectives, and that the collection of such data more generally conditions the conclusion and performance of the Contract.
The contact details of the person responsible for this processing are as follows: Sandrine EVANGELISTA - sandrine@leadersforagoodplanet.com
Personal data will be sent to the Company's subcontractors, where applicable, and to the supervisory authorities, duly authorized by the legal and regulatory provisions in force.
Pursuant to Article 13 of the European Regulation on the Protection of Personal Data of April 27, 2016, the Customer's representative signing the Contract is informed that he or she has the right to request from the data controller access to personal data, the rectification or erasure thereof, or a limitation of the processing relating to the data subject, or the right to object to the processing and the right to data portability.
This data will be kept for the duration of the Contract, and, where applicable, for the duration of any extension. In order to enable statistical monitoring, and to protect the Company's interests in terms of civil liability, it will also be kept for a period of 5 years from the end of the Contract, corresponding to the limitation period under common law. This period may be extended, if necessary, in the event of events which could interrupt or suspend this limitation period.
During this period, the data will be archived before being permanently deleted.
The customer is also informed that he/she has the right to contact a supervisory authority in order to lodge a complaint, if necessary, more specifically the Commission Nationale Informatique et Libertés (CNIL).
13.11.- Intellectual property
The documents and media transmitted to the Customer are the property of the Company. The Customer has the right to use the aforementioned work exclusively for his private needs for the duration of the Contract in return for remuneration of the Mission.
The Customer undertakes, on its own behalf and on behalf of its employees and service providers, not to make any commercial use, reproduction or communication to third parties, in any form whatsoever, of the documents and media provided to them by the Company during the performance of the Assignment.
It should be noted that all documents submitted in connection with the performance of the Mission are original works of which the Company is the author. These works are protected by the provisions of the French Intellectual Property Code.
The Company reserves the right to take any useful action in order to put an end to any illicit disturbance and to hold the Customer liable in the event of breach of the obligations referred to in the preceding paragraphs.
The Company retains exclusive ownership of the means, tools, inventions, methods or know-how used, born or developed independently and/or in the course of providing the Services, whether or not they are subject to specific protection (copyright, patent, trademark, etc.).
The Company, for its part, refrains from disclosing these results and from using them in any manner whatsoever.
This stipulation does not prevent the service provider from freely using its own know-how.
The Customer undertakes not to use the Company's name, brand, logo or image without its express prior authorization.
The Customer undertakes to inform the Company as soon as possible of any act of which he is aware that may infringe, in any way whatsoever, the Company's trademark rights and/or its intellectual property rights.
13.12 - Communication - Advertising
The Company reserves the right to mention the Customer as a user of its Services in its commercial references, which the Customer expressly accepts.
13.13.- Contact details and notifications
The Company's contact details are given at the beginning of this document or on the Company's website.
Except where the form of registered letter with acknowledgement of receipt is expressly provided for, any communication, notice or notification made within the framework of the Contract may, for the purposes of efficiency, be sent by electronic message with confirmation by post. Such communications shall be deemed to have been given on the date of their first presentation. The Parties agree that notification by registered letter with acknowledgement of receipt may be made by electronic registered letter (type AR24).
13.14.- Modifications to the General Terms and Conditions
The Company may modify the CGI at any time. The Customer will be informed of any such modification by any means, and will have a period of one (1) month in which to express his refusal in writing, which will be equivalent to termination of the Contract. Failing this, the new CGI will apply ipso jure.
13.15.- Nullity or invalidity of any clause herein
Should any provision of the CGI be declared null and void or inapplicable by virtue of a law, regulation or final decision of a competent court, only that provision shall be null and void, and the other provisions shall remain in full force and effect.
The Parties undertake to negotiate in good faith the replacement of the lapsed provision by a provision that is as comparable as possible, in order to preserve the original intention of the Parties and the economy of the contractual relationship.
13.16.- Non-waiver
The fact that the Company has not exercised any right under the provisions of the CGI or the Contract, or has exercised it late, shall not be construed as a waiver of such right or power.
13.17 - Assignment of contract - Subcontracting
13.17.1 - The Contract may not be assigned, for any reason whatsoever, and in any form whatsoever, to a third party by the Customer without the prior written consent of the Company. In the absence of the Company's written consent, the Contract will be terminated ipso jure.
13.17.2.- The Company may, however, subcontract all or part of the Assignment without the Customer's prior consent, without thereby being released from its obligations and/or liability under the Contract. In the event of unavailability or failure of the personnel or subcontractor made available to the Customer for the performance of the Assignment, the Company will make its best efforts to replace them within a reasonable time. Failing this, the Parties will meet to consider whether or not to continue with the Mission.
13.18 - Electronic signature
Pursuant to Articles 1366 and 1367 of the French Civil Code, the Parties expressly agree to sign the Contract electronically, using the Company's electronic signature software. In order to organize the electronic signature of the present, the Parties have exchanged the marital status of the signatories, the cell phone number that these signatories use personally and exclusively and the e-mail address that they use personally and exclusively.
The Parties declare that the electronic signature issued by the service provider is irrefragably attached to their person, once they have received the unlock code for the asymmetric cryptographic key issued by the service provider on their cell phone number to apply the electronic signature to the present document, received on their e-mail address via the interface used.
The Parties acknowledge that they have received all the elements of the Contract, its signature being deemed an acknowledgement of receipt on the date of signature and initialling of each page, and the entire content of the Contract and its appendices being enforceable against them.
Duly informed of the modalities of this electronic signature, the Parties acknowledge that the electronic signature generated by this software constitutes literal proof within the meaning of article 1364 of the Civil Code and that it has the same probative force as a handwritten signature on paper in accordance with article 1366 of the Civil Code, legally admissible of the intention of the Parties to be legally bound by the present promise.
The Parties waive any claim they may have against each other as a result of the use of said electronic signature software, and in particular, the admissibility, enforceability or probative value of the elements of the electronic contract signed, on the basis of their electronic nature.
