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General Conditions of Provisions of Services

 
     
 

The below-mentioned general conditions of Provision of Services (hereafter "general conditions") apply to the various products, works, services (hereafter "services") provided by the Service Provider (hereafter "SP").

A. Tariffs, Remuneration

Unless otherwise stated, the fees of the SP are established according to the number and to the experience of the required personnel and to the degree of responsibility and the level of qualifications involved. The hourly rates are revised periodically. The following will also be invoiced if appropriate: accommodation, subsistence and travel expenses required for the execution of the services.

All fees agreed between the SP and the Client implies necessarily the execution by the Client of the obligations mentioned in article C hereafter.

Unforeseen delays or other problems over which the SP has no control may involve additional fees invoiced separately. The SP guarantees to inform the Client of these delays and/or problems as soon as they occur in order to be able to evaluate their consequences with him.

Monthly invoices will be sent to clients corresponding to the services provided and payment is due on receipt of invoice. Clients will be charged additional interest for late payment at 1.5 times the legal interest rate. Furthermore, the SP will be entitled to suspend the provision of the services until complete payment of the unpaid invoice.

B. Obligations of the SP

The SP contracts to carry out the agreed services in strict compliance with professional standards and in accordance with any specific conditions in the contract. The SP will assign to the execution of Services the professionals equipped with the appropriate competence.

C. Obligations of the Client

In order to facilitate the good execution of the Services, the Client commits himself:

- to provide the SP in good time with complete, accurate and precise information and documents; the SP is not bound to check the completeness, accuracy or precision of this information

- to take the decisions within agreed deadlines and to obtain any necessary hierarchical approval

- to appoint a decision-empowered contact person between Client and Provider and to ensure that this person is available throughout the period of the execution of the Services

- to immediately inform the SP of any possible difficulties relating to the execution of the Services

D. Personnel of the SP

All SP Operatives (hereafter SPO) remain within the total control of the SP during the complete execution of the Services.

In the case of any intervention on the premises of the client, the SPO commits himself to respecting the hygiene and safety obligations required by the Client, who guarantees to communicate to the SPO the nature and content of the latter and to provide him or her with the same protection that is granted to the employees of the SP.

Throughout the period of provision of Services and for one year thereafter the Client commits himself not to solicit from any SPO any Services not contracted by the SP. In the case of any violation, the Client will be invoiced by the SP at the rate of one year's current gross salary of the SPO concerned.

E. Information and confidentiality

The SP and Client guarantee to maintain professional confidentiality.
 
Each partner is committed to keep confidential any information concerning the other. Confidential information includes information of any nature relating to any aspect or detail of the partner, whether this relates to: structure, the organization, the businesses, and the various internal policies, the projects and personnel etc.

Are also confidential the details of the Services provided as well as any communications of any kind provided by the SP during the execution of the Services. Any documents such as letters, mails, reports, taped phone calls, invoices or estimates etc are communicated to the Client for strictly internal use and on condition of professional confidentiality in respect of third parties. If the Client wishes that the whole or a part of any documents relating to the Services provided should be revealed to and/or used by a third party, he must obtain the prior, written authorization of the SP. Methods applicable to this disclosure will then be laid down.

Subject to the exceptions noted hereafter, the present obligation of confidentiality will remain in effect for two years following the end of the Services.

The obligations and restrictions stated above do not apply to the following:

- information in the public domain, or which was acquired freely before the beginning of the Service

  1. information which is or becomes known thanks to other sources not bound by the confidentiality clauses herein outlined

- information which must be communicated under the terms of a legal obligation or at the request of any legal or lawful authority entitled to require the disclosure of confidential information

Subject to his obligations as regards confidentiality, the SP reserves the right to carry out Services for the Client's competitors.
 
The Client recognizes and accepts:

- that the partners will be able unless otherwise requested by the partner to correspond and forward documents by electronic mail circulating on an internet network

- that none the partners guarantees the capacity, reliability, the access or the safety of these electronic mails

- that the SP cannot be held responsible for any loss, damage, expenses or damage caused by the loss, the delay, the interception, the diversion or the deterioration of any electronic mail caused in any way

F. Intellectual property

If one of the recommendations of the SP or the use of elements delivered following one of its recommendations would imply the use of goods being the subject of rights of intellectual ownership belonging to a third party, the SP will inform the Client of the existence of these rights and the consequences of their use.

For the proper needs of the execution of the Services, the SP will be able to use or develop the Client's software, including worksheets, documents, databases and other data-processing tools.

In certain cases, these assistances can be available to the Client and on his request. Insofar as these tools were developed specifically for the needs of the SP and without consideration of the Client's needs they are placed as they are at the disposal of the Client throughout the period of the contract and without any attached guarantee. They must not be distributed, divided or communicated to third parties in whole or part. In other words, this temporary provision of rights of usage of any materials developed by the SP will not carry any transfer of rights nor guarantee whatever, whether for the benefit of the Client or of any third party.

The SP reserves title and interest on a) all original elements appearing in work, documents, memos, consultations, opinion, conclusions or other procedural documents, etc, carried out within the framework of the Services, including all royalty, trademarks deposited and all other rights of intellectual ownership being reported to it and b) all the methods, processes, technical, developments, and know-how incorporated or not in the Services contract and/or that the SP develops in order to provide the Services contracted.

The Client will be able - without geographical limitation and on a purely free and irrevocable basis - to use in an internal way and for the duration of protection by the royalty, the elements designed by the SP and integrated in his work. The Client contracts to avoid distributing, marketing, and more generally conceding the use of these same elements to any third party without the agreement of the SP.

No partner will be able to make mention or use of the name, the denomination, the trademarks and/or logos or other names, commercial or not, of the other partner without the prior written agreement of the same. However, the SP will be able to make use of the name, the denomination, the marks and logos of the Client in the course of the contract as far as this is required to fulfil the Service Contract, including in proposals for later services. In addition, the Client authorizes the SP, at the end of the completion of the services, to quote his name/denomination by way of reference and to accompany this quotation, if necessary, by a generic description of the Services carried out.

G. Documents

The SP will preserve all original documents given to him and will restore them to the Client on his request. All documents, data or information that the Client provides will remain the Client's property.

The SP will preserve a copy only of those documents necessary to the constitution of his work files. All working papers prepared within the framework of the Services will be the SP's property and are covered by professional confidentiality.

H. Conflict of interest - Independence

In the event that a conflict of interest or problem of independence should occur during the execution of the Services, the SP will inform the Client immediately and will seek with him an appropriate solution in compliance with the applicable rules. More particularly, if a modification of legislation or professional standards prohibits the SP from continuing his Services, he will place at the disposal of the Client the current results and documents relating to the Services in order to facilitate any continuation by a third party.

I. Limitation of responsibility

The whole responsibility of the SP and of his collaborators relative to any failure, negligence or fault, raised at the time of the execution of the Services, will not exceed the amount of the fees payable in the original contract.
 
This stipulation will not apply to a responsibility for death or injury, nor with any other responsibility that the law prohibits from exclusion or limitation.
 
In addition, the SP cannot be held responsible for any of the following:

- a failure or a deficiency of a product or a service whose supply or delivery are not provided by the SP or with his possible subcontractors

- for any events and/or data which do not enter within the remit of the SP

- any event deriving from the erroneous following of the SP's recommendations


Neither the SP nor his insurers is responsible for any loss of earnings or the loss of chance of anticipated profits or for the financial consequences of any actions that may be brought by any third party against the Client.

J. Transferability - Subcontracting

The SP reserves the right to yield whole or part of the execution of the Services to other Service Providers subject to the same clauses and restrictions in this contract.

If the Service requires particular technical skills, the SP will inform the Client of the possibility of sub-contracting a part of it. The subcontractor will intervene then under the only responsibility of the SP and will commit himself to the confidential storing of all the information as per this same contract the conditions of which it will be informed at the time of the Services.

K. Complaints

All complaints relating to the execution of the Services - whether amicable or legal - must be formulated within two (2) months for Web Design Services and within one year from the end of the completion of the Service for our software and engineering services.

In the event of disagreement in the interpretation and/or the execution of this contract jurisdiction is made to the commercial court of Nice, France under French national law.

L. Independence

The execution of the Services does not involve the creation between the Client and the SP of a relation of mandate or company in fact. None the partners is entitled to engage or bind the other.

 
 
 
 
 
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