1 – Purpose and scope of application
This contract sets out the general terms and conditions under which 8.2 Advisory, hereinafter referred to as ‘the Service Provider’, undertakes to provide the Client with the services described in the offer (Special Conditions), hereinafter referred to in the singular as ‘the Party’ or the Parties when both are referred to.
In the event of a conflict between the Special Terms and Conditions and the General Terms and Conditions of Sale for Services of 8.2 Advisory, the terms of the Special Terms and Conditions shall prevail.
All orders are deemed to be accepted exclusively under the Supplier's GTC. The Customer's General Terms and Conditions of Purchase are only enforceable after written and signed acceptance by the Supplier.
2 - CONDITIONS FOR THE PROVISION OF SERVICES
The Client undertakes to provide, in a timely manner, the data and information that the Service Provider deems useful for the performance of the contract.
The Client undertakes to provide the Service Provider with all the documents, information and technical resources necessary for the performance of the work defined in the special conditions. The documents must be usable: filed and legible.
Where required and specified in the Special Conditions, the Client shall provide the Service Provider with the necessary IT access, including access permissions to systems, platforms or work environments, required for the performance of the services.
The Service Provider undertakes to provide the Client with a set of specific skills, and in particular qualified personnel using their own professional equipment suitable for carrying out the assignments, unless otherwise specified.
The order placed by the Client is carried out by the Service Provider's staff, who determine the composition of the team, the organisation of tasks and ensure the supervision, management and control of the workers. Regardless of the duration of the contract, they remain under the hierarchical authority of the Service Provider in all circumstances.
The Service Provider undertakes to comply with and ensure that all parties involved comply with all of the Client's internal standards, procedures and policies that have been communicated to it, particularly with regard to IT security, confidentiality and access to systems.
The Service Provider undertakes to replace any defaulting staff member as soon as possible.
The Client undertakes not to take any decisions directly with regard to the Service Provider's employees, except in cases of emergency relating to data security or compliance with the Client's internal rules.
During the performance of the service, the Client remains responsible for and custodian of its IT systems, data and access provided to the Service Provider's employees.
The Service Provider declares that it is adequately and validly insured for the risks associated with the exercise of its activity.
3 - DURATION OF CONTRACT
The contract shall take effect on the date of its signature. The duration of the services is specified in the special conditions. If, at the end of this period, the services covered by this contract have not been completed, the Parties may agree to continue the performance of the contract for a period and under financial conditions agreed upon by mutual agreement.
4 - ABSENCE OF THE SERVICE PROVIDER’S PERSONNEL
Where the Special Conditions provide for exchanges with the Service Provider's staff according to a planned availability, the Customer expressly accepts the absence of the Service Provider's staff in the following cases:
This mainly concerns: sick leave, work-related accidents, maternity or paternity leave, statutory rest periods, annual leave and training leave.
The Service Provider must, as far as possible, continue to provide the service.
The absences of the personnel referred to above may under no circumstances result in the termination of this contract or the application of penalties.
5- PRICE
The price corresponding to the services covered by this contract is equal to either the product of the daily rate and the number of days of service, according to the scale indicated in the Special Conditions, or the fixed price indicated in the Special Conditions.
VAT is applied at the current statutory rate, and may vary depending on the place of performance of the service and the nationality of the customer.
6- PAYMENT METHODS
Payment for services will be made as follows, unless otherwise stipulated in the Special Conditions:
In the event of late payment, penalties shall be charged at a rate of 1.5% of the amount excluding VAT per month of delay, calculated on a daily basis, from the day after the date specified as the payment date on the invoice, if payment has not been made by that date.
The amount of the fixed compensation for recovery costs provided for in the twelfth paragraph of I of Article L.441-6 of the Commercial Code is set at €40.
7 - INTELLECTUAL PROPERTY
The Service Provider holds all the economic and moral rights of the author for all services provided hereunder.
The Service Provider hereby assigns to the Client, provided that the Client has paid in full the price and costs referred to in Article 6 above, all the economic rights to the said services.
In the event of failure to pay the full price within the agreed time limits, the Client undertakes to return to the Service Provider all items and documents in its possession relating to the services provided by the Service Provider, on any medium whatsoever, as well as any copies that may have been made, and to destroy those remaining in its possession.
In any event, the Service Provider retains ownership of the methods, know-how and processes that it has developed or implemented within the framework of this agreement, and which it may freely use for other projects for the benefit of third parties.
8- LIABILITY
The Service Provider undertakes to take the utmost care in the provision of the services.
The Service Provider is liable to the Client. It may only be held liable in the event of direct fault on its part and such liability is limited to the clauses provided for in the civil liability insurance policy taken out by the Service Provider.
Under no circumstances can the Service Provider be held liable in the following cases:
9- CANCELLATION
In the event of a breach by one of the Parties of one of its obligations hereunder, not remedied within a period of thirty days from the registered letter with acknowledgement of receipt notifying such breaches and sent by the other Party, the latter may assert the termination of the contract subject to any damages to which it may be entitled. However, any work started will be due.
10- NO SOLICITATION OF PERSONNEL
The Client undertakes not to poach, hire or employ any member of the Service Provider's staff who has participated in the performance of the work covered by this agreement, throughout the term of this agreement and until the expiry of a period of twenty-four months from the termination of the contractual relationship.
11- PRIVACY - REFERENCES
The Service Provider and the Client both undertake to preserve the strictly confidential nature of all internal information and documents obtained or exchanged within the framework of the contract and its execution.
In particular, the Client must respect the Service Provider's know-how, and the Service Provider shall consider all information received from the Client in connection with the performance hereof to be confidential.
These obligations apply in particular to the Customer's digital data, identifiers and access provided to the Customer's systems, as well as to deliverables and digital content exchanged under the contract.
The Service Provider may freely include the Client’s name on a list of references.
12- ENTIRE CONTRACT
This contract and the Special Conditions express the entirety of the obligations of the Parties, to the exclusion of all other documents, contracts or exchanges of letters prior to the signing of the Special Conditions.
13- APPLICABLE LAW - DISPUTES
This contract is governed by French law. Any dispute that may arise between the Parties as a result of this contract shall fall within the jurisdiction of the Commercial Court of Bordeaux (33), notwithstanding the plurality of defendants or the introduction of third parties.
