General Conditions of Sale (GTC)
"Client": designates the signatory of any commercial proposal proposed by the Service Provider
"Service provider": designates EXOQUA as responsible for the outsourcing service
"Proposal for assistance" or "Proposal for support" or "Proposal for assistance" : refers to all the documents provided intended to define the scope of the service, its volume, the processes implemented and the role of each.
These General Conditions apply to all the services provided by the Service Provider on behalf of the Client as defined in the Assistance Proposal. They represent an indivisible whole and govern all the terms and conditions under which the Service Provider performs the service entrusted to him by the customer. The Service Provider may not be bound by any other document, in particular a brochure, presentation of the company and its activities, which are only indicative.
3.1 Obligations of the Service Provider
3.1.1 Performance of the service
The Service Provider sets up an organization and the human resources necessary to perform the expected services within the deadlines and quality standards defined by the Assistance Proposal.
The Service Provider contracts an obligation of means and not of result.
Upon completion of the service, and at the Client's request, the Service Provider returns the documents entrusted to him by the Client for the performance of his service.
The Service Provider is bound by an obligation of discretion in the use of all the information of which he is aware in the course of his activity. In this context, the documents drawn up by the Service Provider are sent to the Customer, to the exclusion of any direct sending to a third party, unless prior authorization has been given by the Customer.
3.1.3 Use of subcontracting
The Service Provider remains solely responsible for the provision and proper execution of the services for the Customer. He is authorized by the Customer, upon acceptance of the contract, to subcontract to any person of his choice part of the work incumbent upon him in the context of the performance of the Services. The contract being concluded between the Service Provider and the Client, the latter acknowledges that the contractual relationship for the assignment only binds him to the Service Provider. In this case, the Service Provider remains solely responsible towards the Customer for all the actions and omissions of its subcontractors.
3.2 Customer's obligations
3.2.1 Work carried out by the Client and information obligation
The Client undertakes to facilitate the work of the Service Provider as indicated in the Assistance Proposal:
- to make available to the Service Provider, within the agreed time limits, all the documents and information necessary for the performance of the services;
- to respect the procedures put in place for the performance of the service;
- to make himself available and to carry out the work incumbent upon him;
- bring to the attention of the Service Provider important or exceptional facts likely to have an impact on the performance of his service.
3.2.2 No poaching
The Customer refrains from any act that undermines the independence of the Service Provider or his employees. Therefore, the Customer undertakes, directly or indirectly, not to solicit in any way whatsoever, the employment of any person who participated in the performance of the services, throughout the duration of the contract and during the six months which will follow the termination of the service or the termination of the contract without the prior written authorization of the Service Provider. The Client also refrains from offering the Service Provider's employees to perform temporary assignments on their own behalf.
In the event of a breach of this obligation, the Client undertakes to pay the Service Provider a sum equal to 12 times the gross monthly salary of the employee requested and recruited by the Client, or at least a sum equal to 12 times the Minimum Interprofessional Salary of French Growth (SMIC) if the employee requested and recruited is employed in a country other than France.
3.3 Nature of the commitment
The financial coach, the recruiter, the administrative and financial advisor, the virtual assistant, or any other person carrying out a mission on behalf of Exoqua, will observe the strictest discretion on all information relating to the activities of the client to which he / she will have access, directly or indirectly, within the framework of her duties.
Scope of the commitment: discretion concerns information and data relating to the Customer as well as that of customers / prospects / suppliers; Consequently, no disclosure of this information and data by the Employee will be possible by any means and channel whatsoever apart from the persons directly concerned by the subject of the Assistance Proposal.
Duration of engagement: discretion will last for the duration of the contract regardless of its causes and terms.
The Customer hereby consents to the Service Provider to grant free of charge a right to use the Customer's logo, personal and non-transferable. This use only applies in the context of the promotion by the Provider of these services to prospects.
4. FINANCIAL CONDITIONS, BILLING AND PAYMENT TERMS
The fees are estimated by the Service Provider according to the time spent and the nature of the intervention. The budget indicated in the Assistance Proposal is based on the elements provided by the Client.
A significant change in the performance framework of the service may lead to a revision of fees, in particular in the following cases:
Specific problems unknown at the date of signature of the proposal lead to a revision of the initial estimate.
The performance of the service is linked to the volume of data processed and this volume is experiencing strong growth without having been planned in advance.
The scope of the services provided by the desired Service Provider is extended by the Customer.
In such a case, the Service Provider will immediately inform the Client in order to agree together on the conditions for the revision of fees and an amendment to the contract will be signed in order to reflect the evolution of the service.
4.2 Billing and payment conditions
In general, the services are invoiced on the 30th of the current month with the due date on the 10th of the month following the invoicing. Payment of invoices is made by bank transfer, bank check, or by card payment. Specific modalities can be put in place, and will be described in detail in the Assistance Proposal.
Non-payment of services is considered like a serious breach of the General Conditions and may result in the suspension of services until payment of the balance due. This interruption can in no way constitute a rupture attributable to the Service Provider.
5. DURATION AND TERMINATION
The service is concluded for the duration indicated in the Assistance Proposal. The contract is tacitly renewed in the absence of termination 1 month before the renewal date.
Without a commitment period or date indicated in the Assistance Proposal, it is tacitly agreed to a one-month commitment, the renewal of which will be done monthly and tacitly at the end of each month. At the end of the month, the Customer can decide to continue or stop the service.
5.2.1 Ordinary termination
Termination can be effected by either party by means of a registered letter with acknowledgment of receipt or if both parties acknowledge receipt of the termination through electronic communications. It can only be done within the time limits indicated in article 5.1 of these general conditions. The totality of the committed sums is due.
In the event of non-performance by either party of its obligations under the contract, not repaired within 10 days of sending a formal notice by registered letter with notice receipt notifying the breach, the contract may be terminated or suspended, for just and reasonable reasons, by the non-at-fault party, subject to a notice period of 8 days and without prejudice to any damages that it may claim from the defaulting party. When the service is suspended, the deadlines for handing over the work by the Service Provider are extended for a period equal to that of the suspension provided that the Service Provider has all the information necessary for the work to be carried out. During the suspension period, the Customer's obligations remain applicable.
5.2.3 Exceptional termination
In addition, except for serious misconduct on the part of the Service Provider, the Customer will only be able to terminate the contract in progress, after having informed the Service Provider, by registered letter with acknowledgment of receipt, subject to paying him the fees due for the work performed, increased by an indemnity equal to 25% of the fees agreed for the current contract. If the commitment is for one month, then the customer will not be reimbursed for amounts paid in progress corresponding to this commitment.
5.2.4 Transfer to another provider
In the event of termination of the contract or termination of the services for any reason whatsoever, the Service Provider may, at the Client's request, assist the latter in the context of the transfer of the service to another service provider, on the basis of a estimate established by the Service Provider and previously accepted by the Customer.
5.2.5 Termination by the EXOQUA Service Provider: the Service Provider reserves the right to terminate the contract at any time without notice and without having to continue the service until the end. In this case, the Service Provider undertakes to reimburse the sums received in proportion to the work carried out in relation to the duration of the engagement.
6.1 Scope of responsibility
The Service Provider assumes responsibility for its work. The civil liability of the Service Provider that may result from its assignments is covered by insurance.
The Service Provider cannot be held responsible for the harmful consequences of faults committed by third parties intervening on the Client's premises, or for delays in execution when these result from late communication of documents or information by the Client.
The services provided under the contract are intended for the Customer. Any use by a third party of all or part of said services can in no way engage the liability of the Service provider.
6.2 Damages and interest
In the event of non-compliance by the Service Provider with its obligations incumbent on it the damages and losses for which the Service Provider would be liable to the Customer will be (i) the only direct damage, to the exclusion of all indirect damage, and (ii) may in no case exceed the amount of the fees received by the Service Provider on one calendar year for the performance of the services provided under the contract.
Any claim for damages cannot be made by the Customer within 6 months of the end of the calendar year during which the services defined in the contract were performed.
6.3 Responsibility of employees
The Customer undertakes not to seek directly or by way of guarantee the liability of any employee (regardless of his hierarchical position) of the Service Provider, it being specified that this waiver will not have the effect of releasing the liability. of the Service Provider for the facts concerned who will assume all the consequences with regard to the Customer.
7. INTELLECTUAL PROPERTY
All spreadsheets, databases, techniques, systems, methodologies, ideas, concepts, information and know-how developed within the framework of the achievement of the terms of the mission (hereinafter "the Elements") may be used under any form that the Service Provider deems appropriate, including for its customers, without any obligation to refer to the Customer. The Service Provider will retain all intellectual property rights over the Elements, as well as the rights relating to working documents created within the framework of the Services (excluding the Confidential Client Information which they include).
The Service Provider cannot be held responsible for subscribing to any type of software developed by third parties and made available under a white label to the Customer through the Service Provider.
7.2 Software property
The Service Provider may develop software, including spreadsheets, documents, databases and any other tool computer science (hereinafter referred to as the "Software") in order to enable it to carry out the mission. These software are and remain the exclusive property of the Service Provider.
7.3 No sharing and no distribution
Insofar as these Software have been developed specifically for the needs of the Service Provider and without consideration of the specific needs for the use of the Client, they are made available to the Client “as is” for his sole use. internal and must not be distributed or shared with any third party. The Service Provider does not guarantee the sufficiency or appropriateness of this Software for the Customer's needs. Therefore, the Service Provider cannot be held responsible for any use of the Software by the Customer.
8. COMMON CLAUSES
In the event that one of the clauses of these General Conditions is or becomes null, illegal, invalid or unenforceable, the other terms will remain fully valid and applicable between the Parties.
The order of application of the clauses and elements of the contracts refers firstly to any article mentioned in the Assistance Proposal, and secondly to these General Conditions. Thus any clause of these General Conditions of Sale can be made void by a clause stipulating the opposite in the framework document. In the context where no paradox occurs, the applicable rules in force are those of the two combined documents (General Conditions of Sale as well as the Assistance Proposal).
When the contract provides that one party must be notified in writing, the notification must be sent by registered letter to the other party. The notification can also be made in electronic form subject to explicit electronic confirmation by the other party within a maximum of two (2) days. Any notification sent by post will be deemed to have been received by its addressee two (2) working days after being posted.
8.4 Force majeure
Neither Party can be held liable for any breach of its obligations under the Contract for events reasonably beyond its control. However, as soon as the cause for the suspension of their reciprocal obligations has disappeared, the parties will make every effort to resume the normal performance of their contractual obligations as quickly as possible.
8.5 Applicable law - competent jurisdiction
The terms and conditions hereof are governed by French law. Any dispute that may arise between the Service Provider and the Client and relating to the formation, execution, interpretation, validity or termination of these presents and which cannot be resolved amicably, parties committing to make their best efforts in this direction, will be the exclusive competence of the French courts, even for proceedings aimed at obtaining emergency or protective measures, in summary proceedings or on request. The provisions of this paragraph will extend their effects beyond the expiration of the mission for the period during which the parties will retain their obligations.