General Terms and Conditions of Sale

1. PRESENTATION

COEVOLUTION is a professional training organisation with its registered office located at 44, rue Pascal 92000 Nanterre (France) and training premises located at 13 rue du Vieux Pont 92000 NANTERRE. COEVOLUTION develops, markets and delivers training courses in Potential Optimisation Techniques face-to-face on an inter- and intra-company basis, and via blended face-to-face and distance-learning courses.

2. SUBJECT

These General Terms and Conditions of Sale (hereafter referred to as the “T&Cs”) apply to all offers of services from COEVOLUTION concerning orders placed with COEVOLUTION by any professional or private client (hereafter the “Client”). By placing an order, the Client accepts the present T&Cs in full and without reservation. Any condition to the contrary, and in particular any general or specific condition opposed by the Client, shall not prevail over the present T&Cs, unless formally accepted in writing by COEVOLUTION, regardless of the time at which it may have been brought to its attention. Should COEVOLUTION not avail itself of any of the present T&Cs at a given moment, this shall not be interpreted as a waiver of the right to avail of that condition at a later date. The professional Client is responsible for the compliance of all its employees, officers and agents with the present T&Cs. The Client also acknowledges that, prior to any order, it has received sufficient information and advice from COEVOLUTION to ensure that the offer of services is suited to its requirements.

3. TRAINING IN POTENTIAL OPTIMISATION TECHNIQUES

3.1 Inter-company training
3.1.1 Description
The provisions set out in this Article concern the long or short inter-company training courses available in the COEVOLUTION catalogue and delivered at COEVOLUTION’s training premises or at premises made available by COEVOLUTION.
3.1.2 Financial terms
For companies, payment of the price of the training course shall be made to COEVOLUTION SAS at the time of registration, for the full amount, without discount. Individuals shall pay COEVOLUTION SAS a deposit of 30% at the time of registration and the balance on the first day of the course. All prices are quoted exclusive of tax and are subject to the applicable rate of VAT. Meals, accommodation and transport costs are not included in the price of the training course and remain the responsibility of the trainee.
3.1.3 Replacement of a participant
COEVOLUTION accepts the replacement of a participant who is unable to attend by another participant with a similar profile and training requirements. Participants can thus be replaced, at no extra charge, up to 10 working days before the course. However, if the replacement occurs less than 10 working days before the start of the course, a fixed fee of €50 will be charged by COEVOLUTION.
3.1.4 Insufficient number of participants for an inter-company session
The minimum number of participants required is six. If the number of participants is insufficient to allow satisfactory conduct of the training session, COEVOLUTION reserves the right to postpone the training at the latest seven (7) calendar days before the scheduled date, with no extra charges applied.

3.2 In-company training courses
3.2.1 Description
The provisions of this article concern in-company training courses tailored to the client’s requirements and carried out at the premises of COEVOLUTION, the Client or at premises made available by the Client.
3.2.2 Financial terms
All in-company training is subject to a prior commercial and financial proposal from COEVOLUTION. Unless otherwise specified in the COEVOLUTION proposal, a minimum deposit of 30% of the total cost of the course shall be paid by the Client. Where applicable, the price may be reviewed on the anniversary date of the contract by applying the adjustment formula referred to in 5.2.3 below.

4. PROVISIONS APPLICABLE TO ALL TRAINING COURSES

4.1 Contractual documents
For all training activities for the benefit of a company, an agreement drawn up in accordance with Articles L 6353-1 and L 6353-2 of the French Labour Code is sent in duplicate, one of which must be signed by the Client and marked with the company’s stamp. An attendance sheet is sent after the course.

For training activities for the benefit of private individuals, a professional training contract drawn up in accordance with Articles L 6353-1 and L 6353-2 of the French Labour Code is sent in duplicate, one of which must be returned signed by the Client.
In both cases, a certificate of completion is issued.

4.2 Payment by a funding organisation
In the case of payment by a funding organisation (OPCO, regional council, Pole Emploi, etc.), it is the Client’s responsibility to submit the request for payment to the funding organisation before the start of the training course. The financing agreement must be provided at the time of registration and indicated on the signed copy of the agreement that the Client returns to COEVOLUTION. The Client shall pay COEVOLUTION for the training course and will then be reimbursed by the funding organisation. COEVOLUTION will provide all the documents required for this reimbursement.

4.3 Cancellation of face-to-face training at the Client’s initiative
The dates of face-to-face training sessions are agreed on together by COEVOLUTION and the Client and are then firmly booked. In the event of late cancellation by the Client of a training session planned together, compensation is due under the following conditions:
– postponement or cancellation notified at least 30 working days before the session: no compensation.
– postponement or cancellation notified less than 30 days and at least 15 working days before the session: 30% of the fees due for the session will be charged to the Client
– postponement or cancellation notified less 15 working days before the session: 70% of the fees due for the session will be charged to the Client

5.PROVISIONS APPLICABLE TO ALL OF COEVOLUTION’S SERVICE OFFERING

5.1 Placing an Order
The proposal and prices indicated by COEVOLUTION are valid for one (1) month from the date the order form or the training agreement or contract is sent. The offer of services shall be deemed accepted upon receipt by COEVOLUTION of an order form or the training agreement or contract, signed by the Client or by any duly authorised representative of the Client, within one (1) month of issue of the said order form or training agreement or contract. Signature of the order form or the training agreement or contract and/or agreement on the proposal implies knowledge and irrevocable and unconditional acceptance of these terms and conditions, which may be modified by COEVOLUTION at any time, without prior notice, and without this modification giving rise to any right to compensation for the Client.

5.2. Invoicing – Payment
5.2.1 Prices
All prices are in Euros and exclusive of VAT. VAT will be added at the current rate. Any taxes, customs or import duties and bank charges incurred by the method of payment used shall be borne by the Client. The travel costs of the consultant(s) or trainer(s) as well as the costs of room hire, documentation and hire of standard equipment (video projector, metaplan board, marketing simulation equipment, etc.) are invoiced as supplements.

5.2.2 Payment
Unless otherwise agreed, payments will be made on the following terms:
– payment must be made in full by the Client within 30 (thirty) days of the invoice date;
– payment is accepted by cheque OR bank transfer;
– no discount will be applied in case of payment before the due date, unless otherwise indicated on the invoice. In the event of late payment, COEVOLUTION may suspend all orders in progress without prejudice to any other course of action. Any sum not paid on the due date shall automatically and without prior notice lead to the application of late payment penalties (Articles L. 441-3 and L. 441-6 of the French Commercial Code). COEVOLUTION shall have the right to suspend the service until full payment has been made and to obtain payment by legal means at the Client’s expense, without prejudice to any other damages that may be due to COEVOLUTION. In accordance with Article L 441-6 of the Commercial Code, any payment made after the due date will give rise to a fixed indemnity of €40 for collection costs. An additional indemnity may be claimed, with proof, if the recovery costs incurred are higher than the fixed indemnity.

5.2.3 Price review
Where applicable, the SERVICE PROVIDER’s financial proposal accepted by the Client will be revised on the anniversary date of the contract by automatic application of the following price adjustment formula:
P1=P0 (S1) S0
Where P1 = revised price in EUR excl. tax
P0 = initial price in EUR excl. tax
S1 = Syntec index at the contract renewal date
S0 = Syntec index at the date of signature of the contract or at the anniversary date of the contract for subsequent periods.

5.3. Limitations of COEVOLUTION’s liability
COEVOLUTION’s liability can under no circumstances be invoked for any technical failure of equipment, or any cause outside of COEVOLUTION’s control. Whatever the type of service, COEVOLUTION’s liability is expressly limited to the compensation of direct damages proven by the Client. COEVOLUTION’s liability is limited to the amount of the price paid by the Client for the service in question. Under no circumstances shall COEVOLUTION be held liable for indirect damage such as loss of data, file(s), operating loss, commercial loss, loss of earnings, or damage to image and reputation.

5.4. Force majeure
COEVOLUTION shall not be held liable towards the Client in the event of non-performance of its obligations resulting from an event of force majeure. The following are considered to be cases of force majeure or fortuitous events, in addition to those usually recognised by French courts and tribunals, and without this list being restrictive: – the illness or accident of a consultant or a trainer, strikes or social conflicts internal or external to COEVOLUTION, natural disasters, fires, failure to obtain visas, work permits or other permits, laws or regulations subsequently put in place, interruption of telecommunications, interruption of energy supply, interruption of communications or transport of any type, or any other circumstance beyond the reasonable control of COEVOLUTION.

5.5. Intellectual property
COEVOLUTION is the sole owner of the intellectual property rights of all the training courses it offers to its Clients. To this end, all content and teaching aids, whatever their form (paper, electronic, digital, oral, etc.) used by COEVOLUTION to provide training courses, remain the exclusive property of COEVOLUTION. As such, they may not be used, transformed, reproduced or exploited in any way not expressly authorised within or outside the Client’s company without express agreement from COEVOLUTION. In particular, the Client shall refrain from using the content of the training courses to train people other than its own staff and shall be liable under articles L. 122-4 and L. 335-2 and following of the French Intellectual Property Code in the event of unauthorised transfer or communication of the content. Any reproduction, representation, modification, publication, transmission, distortion, whether total or partial, of the training content is strictly forbidden, whatever the process and medium used. In all events, COEVOLUTION remains the owner of its tools, methods and know-how developed before or during the delivery of services at the Client’s premises.

5.6. Confidentiality
The parties undertake to keep confidential all information and documents concerning the other party – regardless of their nature, whether economic, technical or commercial – to which they may have access during the performance of the contract or during the exchanges that take place prior to conclusion of the contract, in particular the information contained in the commercial and financial proposal provided by COEVOLUTION to the Client. COEVOLUTION undertakes not to communicate to third parties other than its affiliated companies, partners or suppliers, the information transmitted by the Client, including information concerning Users.

5.7. Communication
The Client agrees to being mentioned by COEVOLUTION as a client of its services, at COEVOLUTION’s expense. Subject to compliance with the provisions of Article 5.5, COEVOLUTION may share the Client’s name and its logo, along with an objective description of the nature of the services covered by the contract, in its lists of references and proposals for the attention of its prospects and clients, in particular on its website, in interviews with third parties, in messages to its personnel, in internal management planning documents, in the annual report to shareholders, and in the event of legal, regulatory or accounting provisions requiring it.

5.8. Protection of trainees’ personal data
The personal data of trainees is used strictly for the registration, delivery and follow-up of their training by the COEVOLUTION departments in charge of data processing. This data is necessary for the delivery of the training course in application of Article L 6353-9 of the Labour Code and the associated COEVOLUTION services. They are retained for the legal period of prescription for administrative and financial controls applicable to training actions. In application of the regulations on personal data protection, the trainee has a right to access, rectify, limit the processing of their personal data, and a right of opposition and portability of their data where applicable. This can be exercised by contacting COEVOLUTION, 44 rue Pascal, 92000 Nanterre, France. Trainees also have the right to lodge a complaint with a supervisory authority if necessary. Since it is responsible for processing its personnel files, the Client undertakes to inform each trainee that personal data concerning them is collected and processed by COEVOLUTION for the purposes of carrying out and monitoring the training under the conditions defined above. The COEVOLUTION charter on personal data protection is available on request from contact@coevolution.fr.

5.9. Applicable law – Attribution of jurisdiction
These General Terms and Conditions are governed by French law. In the event of a dispute between the client and Coévolution during performance of the contract, an amicable solution will be sought and, failing this, settlement shall be the responsibility of the Commercial Court of Nanterre.