General conditions of sale

For the purposes of these General Terms and Conditions, each of the terms defined below has the meaning of the following definition:

Customer: legal or natural person, co-contractor of BIZNESS and signatory of the Contract.
Special Conditions: refers to all the specific contractual conditions negotiated between the Customer and BIZNESS and forming, together with the General Conditions, the entire Contract concluded between the Parties. The Special Conditions take the form of a training agreement when the Services meet the conditions of a training action within the meaning of Articles L6313-1 and L6313-3 of the Labour Code.
Contract: it is composed of both the Special Conditions and the General Conditions.
Deliverable: refers to all the media and documents provided by BIZNESS to the Customer as part of the performance of the Services.
Service Provider: refers to the company BIZNESS CONSEIL and or the company BIZNESS FORMATION.
Services: refers to all the Services likely to be provided by BIZNESS to the Customer, whether digital, graphic or intellectual, including training actions.  They are detailed in the Special Conditions.
Commercial proposal: commercial proposal made to the Customer by BIZNESS containing the offers relating to the desired services including the related financial conditions. The period of validity of the Commercial Proposal is thirty (30) calendar days from the date of sending by BIZNESS.

2.1. The purpose of these general conditions of services is to set the contractual conditions applicable to the provision of services offered by BIZNESS to its Professional Customers and in particular the rights and obligations of BIZNESS and the Customer.

2.2. Any order for the provision of services from the Service Provider implies the Customer’s unreserved acceptance and full acceptance of these General Terms and Conditions, subject however to provisions to the contrary in the Special Conditions derogating from them.

2.3. If any of the contractual clauses, or part of them, are found to be void under a law in force, a regulation or following a judicial decision that has become final, it will be deemed unwritten without however entailing the nullity of the Contract as a whole. Unless it is an impulsive and decisive clause that led one of the parties to conclude the Contract.

2.4 The Contract between the Customer and BIZNESS is constituted in descending order of priority by the following documents:

• Special Conditions including the Commercial Proposal
• Terms and Conditions

3.1. The General Terms and Conditions detail all the provisions related to the services ordered by the Customer from BIZNESS. They apply exclusively to all services. The prices, technical specifications, functionalities, autonomy, photographs and other information contained in these documents are given as an indication and cannot bind BIZNESS.

3.2. The General Terms and Conditions are systematically sent or made available to the Customer to allow him to place an order with BIZNESS. The Customer, by accepting the Commercial Proposal acknowledges having received, read and accepted them, without restriction or reservations.

3.3. The Customer further acknowledges that BIZNESS has provided him, before acceptance of the General Conditions, with all the information relating to the services requested by the Customer, so that he has made an informed commitment within the framework of the Contract. The Parties were able to negotiate in good faith the terms and conditions of the Special Conditions.

3.4. The Service Provider may modify these General Terms and Conditions at any time. Any modification of the General Conditions will be presumed accepted by the Customer who, after having been notified in writing, has not expressed his disagreement within thirty (30) calendar days.

The duration of the Contract is specified in the Special Conditions.

With regard to Services relating to a training action and requiring the intervention of one or more trainers, the Customer will issue a planning request to the Service Provider by means of an email sent to the project manager or the person in charge of planning.

In response to this request, the Service Provider will propose to the Customer a provisional schedule. The Customer will have a reasonable period of time to validate or make adjustments to the Service Provider. The Service Provider will do its utmost to meet the Needs of the Customer according to the availability of its trainers.

However, a late validation of the final version of the calendar (i.e. within a period of less than one (1) month and fifteen (15) calendar days before the date of deployment) can not engage the responsibility of the Service Provider in case of non-compliance with the aforementioned deadlines.

Once the timetable has been decided by the Parties, concerning the place and date of the training action, it is fixed and can no longer be modified by either Party, unless this modification gives rise to lump sum compensation under Article 15.2 hereof.

The replacement of one trainee by another is always possible until the start day of the training day. However, the Customer is informed that the change of a last-minute trainee may result in a refusal of support on the part of the OPCO, the Service Provider will be entitled to invoice the Customer directly.

10.1 Intellectual property rights of BIZNESS

BIZNESS is the sole owner or assignee of the intellectual property rights on all the Services it offers to its Customers and the Deliverables it provides and in particular those attached to training materials or the source codes of digital tools. BIZNESS only grants a non-exclusive, individual and temporarily limited right of use to the duration of the Services.

BIZNESS is the owner, or beneficiary of the license rights of all the elements that make up the digital, intellectual or graphic services provided, in particular texts, data, databases, drawings, models, graphics, photos, animations, sounds, including downloadable documents and engineering works where applicable.

All rights, including in particular the rights of exploitation, the rights of reproduction and extraction on any medium, of all or part of the data, files and all elements appearing in the documents and deliverables provided under the Services, as well as the rights of representation and reproduction on any medium, of all or part of the supports provided, the rights of modification, adaptation or translation are reserved exclusively to BIZNESS, and to its possible rights holders and this, subject to the pre-existing rights of third parties who have authorized the digital reproduction, by BIZNESS, of their works of any nature whatsoever.

Any reproduction, representation, extraction, distribution or redistribution, total or partial, of the media provided by BIZNESS by any process whatsoever without the express prior authorization of BIZNESS is prohibited, and would constitute an infringement punishable criminally and civilly in particular by articles L.335-2 and following of the Intellectual Property Code.

The reproduction of texts and web pages possibly provided by BIZNESS on paper remains authorized, subject to compliance with the following cumulative conditions: free distribution, respect for the integrity and purpose of the documents reproduced (no modifications or alterations), clear and legible citation of the source with mention of the domain name, respect for the logos and identification elements of BIZNESS as well as the internet address and rights of BIZNESS.

The trademarks, as well as the company names and logos appearing on the media, documents provided by BIZNESS are protected. Any total or partial reproduction of these brands or logos, without the express authorization of BIZNESS or its assigns is therefore prohibited, within the meaning of Article L 713-2 of the Intellectual Property Code.

The Customer acquires, as a result of the Contract, only a temporary, personal, non-exclusive, non-transferable and non-transferable right of use of the said elements contained in the documents and Deliverables provided by BIZNESS. The right of use is granted to the Customer in return for the payment of the price provided for in the Contract, within the contractual limits of duration and use defined between the Parties.

The results of any kind resulting from the use of digital tools or consulting services provided by the Service Provider (hereinafter “the Results”) will belong to the Customer.

However, it is expressly agreed that this ownership of the Results is subject to compliance with the Client’s commitment to use the Results exclusively for its own account, and not to resell them to third parties.

With regard to videos with actor(s) (image and/or voice), the Customer acquires on these videos, on the image and/or voice of the actor(s) only a right of use and internal dissemination strictly limited to the Customer’s professional needs, for the duration of the Contract and not exceeding five (5) years.

In addition, the Service Provider acknowledges having no rights to trademarks, trade names, company names, signs, logos on all media belonging to the Customer. These may under no circumstances be used by the Service Provider.

10.2 Specific case of videos with actors

In the event that the Services include the design and production by the Service Provider of a video including the voice and/or image of an actor, the Customer is informed that he will only have a right to use the image and/or voice of the actor(s) integrated into the video. The Customer may only make internal use of this video, limited to the subject of the Deliverable and for a maximum period of five (5) years from the date of its first version delivered by the Service Provider.
Whatever the exploitation of the video made by the Customer by virtue of the acquisition of the intellectual property rights relating thereto, namely, representation, reproduction on all media, modifications and / or adaptation, the Customer undertakes to respect the integrity of the image and replicas and / or the voice of the actors. In this regard, no modification of the image or voice, addition, extraction of all or part of the image and / or voice and / or replicas on other media, use for purposes other than that initially granted by this Agreement is authorized.
The Service Provider reserves the right to keep a backup of the videos in order to prevent their deletion for a period of two (2) years. However, the Service Provider may not use, reproduce or modify these videos in its interest or without the Customer’s consent.

The Customer is informed that compliance with these provisions constitutes an obligation of result and a substantial obligation of the Contract.

10.3 Counterfeiting – Respect for BIZNESS’ intellectual property rights

Any act of infringement or alleged as such, of which the Customer is aware, must be immediately reported to BIZNESS who will judge the advisability of the proceedings to be initiated and will ensure their conduct. The Customer acknowledges that non-compliance with Article 9.1 would result in serious prejudice for BIZNESS, such as to form the basis of any provisional or protective measure, without prejudice to all its other rights.

In general, the Customer undertakes not to infringe, directly or indirectly, the rights of BIZNESS, whether moral or patrimonial.

The Parties undertake to keep as confidential all the information exchanged between them within the framework of the project as described in the Commercial Proposal, in particular the documents internal to the Customer’s company as well as the methods and the educational process implemented by BIZNESS.

15.1 Breaches of the main obligations of the Contract

If in the event of a breach, by any of the Parties, of the obligations defined in particular in Articles “Prices”, “Deadlines”, “Recipe procedure”, “Intellectual Property”, “Confidentiality”, “Communication” and “Assignment of the contract”, a breach that has not been remedied within thirty (30) days of notification by registered letter with acknowledgment of receipt, giving notice to the defaulting Party to respect its commitments, the other Party may notify the termination of the Contract, by default and without judicial formality, without prejudice to all damages to which it may be entitled.

If the breach of any of these obligations is not capable of remedy, the Contract may be terminated automatically and without judicial formality by notification to the defaulting Party by registered letter with acknowledgment of receipt, without prejudice to all damages to which the other Party could claim.

In the event that the breach comes from the Customer, BIZNESS will invoice the Customer for all the work carried out in real life, in accordance with the reference unit prices indicated in the Commercial Proposal accepted by the Customer.

15.2 Cancellation of a training action

Any failure found by any of the Parties to comply with the obligations defined in Article 7 “Planning of a training action” will give rise to reciprocal lump sum compensation according to the scale below.

Thus and without prejudice to the provisions contained in Article L.6354-1 of the Labor Code, any modification, cancellation or postponement of all or part of the training sessions requiring the intervention of a trainer, at the initiative of the Customer, will give rise to fixed compensation according to the following scale:

It is expressly provided that BIZNESS does not grant any warranty, express or implied, with regard to the Services, is excluded in particular any implied warranty of commercialization, satisfaction or fitness for a particular purpose.
Due to the technical constraints that may arise in the use of the Services, in particular the digital services provided, BIZNESS is only bound by an obligation of means. In this regard, BIZNESS cannot be held liable due to the difficulty or time of access to the said Services, the low connection rate, handling errors and / or interpretation of the Customer.
In any case, BIZNESS cannot be held liable in the event of indirect damage and/or if the non-performance or poor performance of its contractual obligations is attributable either to the Customer, or to the act of any other third party, or to a case of force majeure.
In general, in the event that BIZNESS is held liable as a result of the non-performance or poor performance of the requested service, or for any other cause attributable to BIZNESS, the Parties agree that:

• only damage suffered by the Customer resulting from the immediate and direct consequence of the non-performance is likely to give rise to compensation. Consequently, all indirect and/or non-immediate damages, in particular commercial damage, loss of customers, commercial disturbance of any kind, damage to the brand image, suffered by the Customer and/or a third party, may not entitle the Customer to compensation;
• the amount of compensation that may be charged to BIZNESS is expressly limited to the sums received by BIZNESS during the twelve (12) months preceding the occurrence of the event giving rise to the damage.

This article expresses the extent of its liability, the limits of which it expressly sets. It will survive the termination or expiration of the Agreement for any reason.

This clause applies to all cases where BIZNESS uses qualified electronic signature service providers such as Docusign for the signature of its documents. Any document that is electronically signed by one Party must also be electronically signed by the other Party. This method of signature has the same legal value as the handwritten signature within the meaning of the eIDAS Regulation of 23 July 2014.

The Parties expressly acknowledge and accept that all contractual documents are signed electronically, by their equal or authorized representative for this purpose. In this sense, BIZNESS ensures that its suppliers comply with the applicable regulations, namely a secure process in terms of electronic signature and in particular a reliable traceability system allowing a real identification of the author of the signature, a digital qualified signature certificate and an electronic preservation of information in accordance with the General Regulation on the Protection of Personal Data.

The fact that BIZNESS does not avail itself at a given time of any of these clauses cannot be interpreted as a waiver to subsequently avail itself of any of the said conditions.

Corruption is understood as any act of soliciting, authorizing, offering, promising or granting a financial or other advantage (including any payment, loan, gift or transfer of a thing of value) for the purpose of inciting a person (private or public) to perform his duties dishonestly or in violation of his professional, legal or contractual obligations and/or to obtain or retain a contract for the Provider in an undue or dishonest manner (hereinafter designated “Corruption”).
The Parties undertake, during the period of execution of the Contract, to comply with all regulations and standards relating to the fight against Corruption.
The Service Provider warrants that neither it nor any person under its responsibility or acting in its name or on its behalf, has granted or will not grant any remuneration or benefit of any kind, constituting or likely to constitute an act or attempted bribery, directly or indirectly, for or in return for the award or performance of the Contract.
The Service Provider undertakes to inform the Customer, without delay, of any element that would be brought to its attention and likely to entail its liability under this article.
The Service Provider will ensure that an investigation will be carried out diligently in case of evidence or suspicion relating to the commission of an act of Corruption and will be reported to the Client.
The Customer   reserves the right to request communication from the Service Provider of the elements useful to establish that the latter has complied, throughout the duration of the Contract, with the regulations relating to the fight against Corruption, and this throughout the duration of execution of the Contract.
The Service Provider undertakes to cooperate and provide all necessary assistance to the Client in the event of an investigation by a prosecuting authority.
Any breach by the Service Provider of the provisions of this Article shall be considered as a serious breach authorising the   Customer to terminate the Contract by registered letter with   acknowledgment of receipt, without notice or compensation, subject to the damages to which the   Customer could claim as a result of such breach.

The Contract is governed and interpreted in accordance with French law, to the exclusion of any other law or agreement, regardless of the place of its performance.