The General Conditions of Sale of Services apply to any order, online or not, made by companies regardless of their legal form, associations, and other entities not benefiting from the protection linked to consumer status.
Our services are open exclusively to professionals. By carrying out a transaction with our entity, you therefore admit to being a legal entity, for which our GCS are applicable.
Article 1 – Entirety
1.1
These general conditions express the entirety of the obligations of the parties. In this sense, the buyer is deemed to accept them without reservation.
1.2
The service provider and the buyer agree that these general conditions exclusively govern their relationship. The service provider reserves the right to modify its general conditions from time to time. They will be applicable as soon as they are put online.
1.3
If a condition for the provision of services were to be lacking, it would be considered to be governed by the practices in force in the sector of distance selling of intellectual services whose companies are headquartered in France.
1.4
Any modification or amendment to the general conditions of sale, general conditions of purchase, or special conditions of sale, will only be valid if signed by the service provider and the buyer.
Article 2 – Purpose
2.1
The purpose of these general conditions is to define the rights and obligations of the parties in the context of the online sale of the services offered by the service provider to the buyer.
2.2
The uncertain and multiple nature of the location of the infrastructures covered by the services means that the parties agree to consider that all the services are deemed to be carried out in France for buyers located on French territory.
Article 3 – The order
3.1
The buyer places his order online, from the online catalog and using the form on the site. For the order to be validated, the buyer must accept, by clicking where indicated, these general conditions.
3.2
In the case of complex services, a personalized quote referring to these general conditions of sale will be offered to the buyer. In this case, the order will be materialized by the return of the proposal signed by the buyer and will constitute acceptance of these conditions.
3.3
In the case of services carried out on site, the customer must specify the address where the services will be carried out.
3.4
Any order implies acceptance of the prices and descriptions of the services offered. Payment is made online or by direct debit.
3.5
In certain cases, in particular non-payment, incorrect address or other problem on the buyer’s account, the service provider reserves the right to block the buyer’s order until the problem is resolved.
3.6
In the event of total or partial impossibility of carrying out the service, the buyer will be informed. The cancellation of the order for this service and its possible refund will then be made, the rest of the order remaining firm and definitive.
3.7
For any question relating to the follow-up of an order, the buyer must contact by email the person in charge of the execution of his request, or [email protected]; failing that, call +33 608330442 (cost of a local call).
3.8
Any modification or cancellation of the order requested by the buyer can only be taken into consideration if it is received in writing (email being considered written) before the start of the performance of the service.
If the seller does not accept the modification or resolution, the deposits paid will not be returned and the seller reserves the right to request full payment for the services ordered.
Article 4 – Formalization of the order
4.1
The online provision of the buyer’s bank details and the final validation of the order will be worth proof of the buyer’s agreement in accordance with the provisions of the law of March 13, 2000 and will be worth:
payment of sums due under the order;
signature and express acceptance of all operations carried out.
4.2
In the event of fraudulent use of bank details, the buyer is invited, as soon as this use is observed, to contact +33 608330442.
4.3
The computerized registers, kept in the service provider’s computer systems under reasonable security conditions, will be considered as proof of the communications, orders and payments made between the parties. The archiving of orders and invoices is carried out on a digital medium deemed reliable and durable that can be produced as proof.
Article 5 – Information on benefits
5.1
The services governed by these general conditions are those which appear on the service provider’s website and which are indicated as carried out by the service provider or under its control. They are offered within the limits of the service provider’s availability.
5.2
The services are described and presented with the greatest possible accuracy. However, if errors or omissions may have occurred in this presentation, the service provider cannot be held liable.
Article 6 – Price
The products are supplied at the prices in force at the time the order is placed, expressed in euros and taking into account the VAT applicable on the day of the order; any change in the rate may be passed on to the price of the products or services. The price is defined either as a flat rate for a result, or for a duration of service.
6.1
Unless otherwise agreed, the price of the services is established according to the number and experience of the personnel required, the level of competence and responsibility necessary to carry out the service; the hourly rates are revised periodically The amount of the prices is specified on our site valorconseilcalvados.com.
6.2
Travel, subsistence and accommodation expenses incurred for the performance of the services will also be invoiced, if applicable. VAT at the current rate is added, where applicable, to the fees and disbursements.
6.3
Delays or other unforeseen problems, over which the service provider has no control and which are beyond its control, may result in additional fees which may be subject to additional invoicing. The service provider undertakes to inform the buyer of these delays and/or problems as soon as they arise in order to be able to assess the consequences with him.
6.4
In accordance with the law, any delay in payment obliges the service provider to charge late payment interest at the rate of 3 times that of the legal interest and, a lump sum compensation will be due for recovery costs in the amount of 40 euros; moreover, the service provider will be entitled to suspend the performance of the services until full payment of the unpaid invoice without this non-performance being considered as attributable to it.
Article 7 – Method of payment
7.1
The payment of the order is made only by online payment, or by direct debit from the buyer’s bank account in the case of long or repeated services. In this case, the buyer must send a signed SEPA mandate, and take all actions allowing the service provider to carry out the direct debits. The service provider reserves the right to suspend any order management and any delivery in the event of refusal of payment authorization by officially accredited bodies or in the event of non-payment. In particular, the service provider reserves the right to refuse to make a delivery or to honor an order from a buyer who has not fully or partially paid a previous order or with whom a payment dispute is in progress. .
7.2
The buyer may be asked to send the service provider a copy of an identity document as well as proof of address or any other supporting document. The order will then only be validated after receipt and verification by the service provider of the documents sent.
7.3
In the context of long or complex services, and unless otherwise agreed, payments will be made under the following conditions:
50% payment on order;
payment upon receipt of interim invoices issued within the limit of one invoice per month;
payment of the balance upon receipt of the invoice at the end of the service.
In the event of deferred or term payment, constitutes payment within the meaning of this article, not the simple delivery of a commercial paper or a check implying an obligation to pay, but their collection on the agreed due date.
Article 8 – Availability
8.1
Except in the event of force majeure or during the closing periods clearly announced on the home page of the site, the response times will be, within the limits of the service provider’s availability, those indicated below. The execution times run from the date of registration of the order indicated on the order confirmation email.
8.2
For services performed remotely, the deadline is 10 working days from the day following that on which
the buyer has placed his order.
all the prerequisites for the performance of the service are lifted, in particular access to infrastructure at the necessary level of administration.
8.3
In the event of a delay, the service provider cannot be held liable for any reason whatsoever. Consequently, no claim for compensation, of any nature whatsoever, can be claimed by the buyer.
8.4
In the event of the service provider’s unavailability to perform the service, the buyer will be informed as soon as possible and will have the option of accepting the proposed response time or canceling their order. The buyer will then have the possibility of requesting the reimbursement of the sums paid within 5 days at the latest following the proposed date of intervention.
Article 9 – Methods of realization
The realization is started only after confirmation of the payment by the banking organization of the service provider.
9.1
In the case of a service on the premises of the customer or controlled by the customer, the service is carried out at the address indicated by the buyer when ordering, the buyer must ensure its accuracy. The buyer must also ensure the presence and availability of an employee who can provide access to the premises and IT infrastructure necessary for the performance of the service. Any trip in pure loss of the service provider for one of the above causes will be invoiced to the buyer as well as the time spent. The buyer can, at his request, obtain the sending of an invoice to the billing address and not to the service address, by notifying the service provider when ordering.
9.2
The end of the service will give rise to an end of intervention document, sent by email or delivered by hand. The buyer must indicate on this document and in the form of handwritten reservations accompanied by his signature any anomaly concerning the service or the conditions of its realization.
9.3
This verification is considered to have been carried out in the absence of reservations expressed within 5 days, or as soon as the buyer, or a person authorized by him, has signed the end of intervention document.
Article 10 – Training
The training services are subject to special conditions of sale which can be provided by the service provider on request.
Article 11 – Obligations of the service provider
The service provider’s commitments constitute an obligation of means at the end of which the services will be performed in strict compliance with the professional rules in use as well as, where applicable, in accordance with the conditions of the contract. To do this, the service provider will assign to the performance of the services professionals with the skills required to ensure their performance in accordance with its quality standards.
Article 12 – Obligations of the buyer
In order to facilitate the proper performance of the services, the buyer undertakes:
to provide the service provider with information and documents that are complete, accurate and within the necessary deadlines without it being required to verify their completeness or accuracy;
to make decisions on time and obtain the necessary hierarchical approvals;
to appoint a correspondent with decision-making power;
to ensure that the key contacts and the correspondent are available throughout the performance of the services;
to notify the service provider directly of any difficulty relating to the performance of the services.
Article 13 – Guarantee
13.1
The flat-rate services are guaranteed against any functional defect noted for a period of one month, from the date of completion. Interventions under the warranty cannot have the effect of extending the duration of the latter. Under this guarantee, the only obligation incumbent on the service provider will be the correction of defects recognized and accepted by its services, unless the correction proves impossible or disproportionate. Any transport and accommodation costs are the responsibility of the buyer, who cannot claim any compensation in the event of suspension of services due to the application of the guarantee.
13.2
The warranty does not apply to visible defects.
Also excluded are defects and deterioration caused by a modification not provided for or specified by the service provider.
Article 14 – Service provider staff
14.1
By virtue of the hierarchical and disciplinary authority that he exercises exclusively over his staff, the latter will remain under the effective control of the service provider during the complete performance of the services.
14.2
In the event of an intervention on the premises of the buyer, the service provider undertakes to respect the obligations in terms of health and safety, the content of which the buyer will communicate to him, provided that his staff is granted identical protection. to that granted to the service provider’s employees.
14.3
The service provider guarantees the regularity of the situation of its personnel with regard to articles L. 1221-10 and following and L. 3243-1 and following of the labor code. The service provider also certifies that it complies with the provisions of articles L. 8221-1 and L. 8221-2 of the labor code, relating to the fight against concealed work, as well as with the provisions of Book III, Title IV of the labor code.
14.4
During the term of the services and for a period of one year after its completion, the buyer agrees not to solicit or attempt to poach (or help any other person to solicit or attempt to poach) any employee of the service provider with which he will have had contacts within the framework of the performance of the services. In the event of a violation, the buyer will be liable to the service provider, as a penalty clause, for compensation equal to one year of the last gross salary of the person thus debauched.
Article 15 – Confidentiality
15.1
Each of the parties undertakes not to disclose the confidential information received from the other party. Confidential information means information of any kind, visual or oral, on any medium whatsoever, relating to the structure, organization, business, various internal policies, projects and personnel of each of the parties. Subject to the exceptions referred to below, this obligation of confidentiality will take effect for a period of 3 years following the end of the services. Also confidential are the content of the services as well as the reports, letters, information, notes, quotes in all forms, provided by the service provider previously or during the performance of the services. These documents are communicated to the buyer for strictly internal use and on the condition of not disclosing them to third parties or attaching them to a document that he would be required to produce. If the buyer wishes that all or part of these documents be disclosed to/or used by a third party, he must request prior authorization in writing from the service provider. The terms and conditions applicable to this disclosure will then be set out in writing.
15.2
The obligations and restrictions set out above do not apply:
confidential information that belongs to the public domain, or was acquired freely before the start of the service;
are or become known other than as a result of a breach of this section;
are or become known through other sources not subject to disclosure restrictions;
or must be communicated under a legal or professional obligation or at the request of any judicial or regulatory authority empowered to require the disclosure of confidential information.
Subject to its confidentiality obligations, the service provider reserves the right to perform services for companies competing with those of the buyer. The buyer acknowledges and accepts:
that the parties may, unless expressly requested otherwise by the other party, correspond or transfer documents by electronic mail circulating on the Internet network;
that neither party exercises control over the capacity, reliability, access or security of these emails;
that the service provider cannot be held responsible for any loss, damage, expense or prejudice caused by the loss, delay, interception, diversion or alteration of any electronic mail caused by any fact. In general, the parties undertake to comply with the regulations applicable to the protection of personal data and in particular the provisions of law 78-17 of January 6, 1978 relating to data processing, files and freedoms.
Article 16 – Intellectual property
In the event that one of the service provider’s recommendations or the use of elements delivered following one of its recommendations would involve the use of goods subject to intellectual property rights belonging to third parties, the service provider will inform the buyer of the existence of these rights and the consequences of their use. It will then be up to the buyer and under his sole responsibility to take any measure allowing the use of such rights, in particular by negotiating on his own account the rights of use under conditions such that the service provider is able to prevail for benefit purposes.
For the specific needs of the services, the service provider may use or develop software, including spreadsheets, documents, databases and other IT tools. In some cases, these aids can be made available to the buyer and at his request. Insofar as these tools have been developed specifically for the needs of the service provider and without consideration of the buyer’s own needs, they are made available to the buyer for the duration of the contract as is and without any guarantee. attached, for simple use; they must not be distributed, shared or communicated to third parties, whether in whole or in part. This temporary provision will not entail any transfer of rights or guarantee, whatever the title, for the benefit of the buyer or that of the third party.
The service provider reserves all right, title and interest in:
the original elements appearing in the works, documents, memos, consultations, opinions, conclusions or other procedural acts, etc. made within the framework of the services, including without limitation, any copyright, registered trademark and any other intellectual property right relating thereto and;
all the methods, processes, techniques, developments, and know-how incorporated or not in the services or that the service provider would be required to develop or provide as part of the services.
The buyer may, without geographical limitation, free of charge and irrevocably, use internally and for the duration of copyright protection, the elements designed by the service provider and integrated into its work. The buyer agrees not to distribute, market, and more generally to make available or to grant the use of these same achievements and more generally to grant the use of these same elements to third parties without the written agreement of the service provider. .
Neither party may mention or use the name, denomination, trademarks and logos or other designations, commercial or not, of the other party without the prior written consent of the latter. Notwithstanding the foregoing, the service provider may use the buyer’s name, denomination, trademarks and logos during the course of the contract to the extent that is strictly necessary for the performance of the services, including in proposals for subsequent services. In addition, the buyer authorizes the service provider, at the end of the performance of the services, to quote its name, denomination, and logo as a reference and to accompany this quote, if necessary, with a generic description of the services performed. .
Article 17 – Documents
17.1
The service provider will keep the original documents that have been given to him, and will return them to the buyer, at his request. All documents, data or information provided by the buyer will remain his property.
17.2
The service provider will keep a copy of the only documents necessary for the constitution of his work files.
17.3
The working documents prepared as part of the services are the property of the service provider and are covered by professional secrecy.
Article 18 – Liability of the service provider
18.1
The full liability of the service provider and that of its employees, relating to any failure, negligence or fault, noted during the performance of the services, will be capped at the amount of the fees paid for the services in question, in order to cover claims of any kind (interest and costs included), regardless of the number of actions, grounds invoked, or parties to the disputes.
18.2
This provision shall not apply to any liability for death or personal injury, or to any other liability which the law forbids to exclude or limit.
18.3
Furthermore, the service provider cannot be held liable in the following cases:
following a failure or deficiency of a product or service whose supply or delivery is not the responsibility of it or its possible subcontractors;
for facts and/or data which do not fall within the scope of the services, and/or which are not an extension thereof;
in the event of use by the client of the results of the services, for a purpose or in a context different from that in which it intervened, of erroneous implementation of the recommendations or failure to take into account the reservations of the service provider.
18.4
The service provider is not liable for its insurers or for consequential damages, or for loss of profit or loss of opportunity or expected profits, or for the financial consequences of any actions brought by third parties against the buyer.
Article 19 – Transferability and subcontracting
The service provider reserves the right to assign all or part of the performance of the services to service providers meeting the same qualification requirements. If the service requires specific technical skills, the service provider will inform the buyer of the possibility of subcontracting part of it, with the exception of entities or persons identified as members of ValorConseil or its network on the service provider’s website. . The subcontractor will then act under the sole responsibility of the service provider and will undertake to keep confidential all the information of which it becomes aware during the services.
Article 20 – Right of withdrawal
The buyer being a professional buying within the framework and for the needs of his profession, there is no need to apply the right of withdrawal provided for by the consumer code.
Article 21 – Force majeure
All circumstances beyond the control of the parties, preventing the execution under normal conditions of their obligations, are considered as causes for exemption from the obligations of the parties and lead to their suspension. The party invoking the circumstances referred to above must immediately notify the other party of their occurrence, as well as of their disappearance.
Will be considered as cases of force majeure all irresistible facts or circumstances, external to the parties, unforeseeable, inevitable, beyond the control of the parties and which cannot be prevented by the latter, despite all reasonably possible efforts. Expressly, are considered as cases of force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of French courts and tribunals: the blocking of means of transport or supplies, earthquakes, fires, storms, floods, lightning, disruption of telecommunications networks or difficulties specific to telecommunications networks external to customers. The parties will come together to examine the impact of the event and agree on the conditions under which the performance of the contract will be continued. If the case of force majeure lasts longer than three months, these general conditions may be terminated by the injured party.
Article 22 – Partial non-validation
If one or more stipulations of these general conditions are held to be invalid or declared as such pursuant to a law, a regulation or following a final decision of a competent jurisdiction, the other stipulations will retain their full force. and their scope.
Article 23 – Non-waiver
The fact for one of the parties not to take advantage of a breach by the other party of any of the obligations referred to in these general conditions cannot be interpreted for the future as a waiver of the obligation. in question.
Article 24 – Title
In the event of difficulty of interpretation between any of the titles appearing at the head of the clauses, and any of the clauses, the titles will be declared non-existent.
Article 25 – Applicable law
These general conditions are subject to the application of French law. The parties undertake to seek an amicable solution to any dispute that may arise from the performance of the services. If they fail to do so within 60 days, the parties will submit the dispute to the Commercial Court of Caen.