General Terms and Conditions of Sale 

1- The parties

The term “Provider” refers to the company Big Time Conseil, a simplified joint-stock company with a capital of €11112, registered with the Lyon Trade and Companies Register under number RCS 851978890, with its registered office located at 4 rue de la République – 69001 LYON, France.

The Provider is a company specializing in the provision of services, consulting, and training in the IT sector, as well as in the design, development, and marketing by all means of software and IT applications.

The term “Client” refers to any legal or natural person who has requested the Provider’s expertise.

The term “Third Party” refers to any individual or entity not party to these General Terms and Conditions of Sale (GTC)

2- General informations

The purpose of these General Terms and Conditions of Sale (hereinafter referred to as the “GTC”) is to define the rights and obligations of the Parties during the provision of services by the Provider to the Client within the scope of its activities.

These General Terms and Conditions of Sale apply to any contract concluded between the Provider and the Client, in the context of the provision of services (the “Services”) as defined in the quote approved by the Client.

The Services may be provided either remotely or on the Client’s premises, at the discretion of the Provider and the Client.

The GTC are systematically sent or handed to each Client before placing any order (the “Order”). Consequently, placing an Order implies the Client’s full and unconditional acceptance of these GTC, to the exclusion of any other documents in their possession such as brochures, catalogs, or advertising materials issued by the Provider, which shall have only indicative and non-contractual value.

In case of contradiction between provisions of the quote and these GTC, the provisions of the quote shall prevail over the GTC.

These GTC govern the entire relationship between the Provider and the Client. No general purchasing conditions may prevail or be opposed by the Client to the Provider, and no specific conditions communicated by the Client to the Provider may prevail over the GTC, unless formally and expressly accepted by the Provider.

Any reservations concerning the GTC made by the Client will, therefore, unless expressly accepted by the Provider, be unenforceable against the latter, regardless of when they may have been brought to their attention.

All provisions deviating from these GTC must result from an express agreement of the Parties, reflected in Orders confirmed by the Provider or any other document evidencing the agreement of both Parties.

The Provider’s failure to invoke any condition of these GTC at any given time cannot be interpreted as a waiver of the right to invoke any of these conditions later.

The Provider reserves the right to modify these GTC, the Services, and the rates at any time and without notice. These modifications will not affect ongoing Orders.

The GTC apply only to professionals, excluding consumers. In this respect, the Client acknowledges having the status of a professional, in accordance with the applicable provisions of the Consumer Code.

3- Définitions

“Order(s)” refers to the order(s) for Services issued by an authorized representative of the Client based on the Provider’s quote.

“Contract” refers to the contract related to the execution of the Services, formed by these GTC, the Orders, and the quote expressly referring to the GTC, duly and expressly signed by both Parties.

“Party(ies)” refers individually or collectively to the Provider and the Client.

“Services” refers to the services provided by the Provider to the Client as described in the quote.

4- Conclusion of the Contract

Unless otherwise agreed in the quote, the Contract is deemed to be formed and takes effect between the Parties on the date the Provider receives the Client’s Order, either by email or by postal mail sent to the Provider’s address.

No changes or modifications to the Contract, particularly regarding the characteristics of the Services, will be considered unless they have been accepted in writing by the Provider.

This provision cannot be replaced by a verbal agreement.

In the absence of specific provisions in the quote, the timeframes for executing the Services are communicated to the Client for information purposes only. The Service execution deadlines are in no case guaranteed by the Provider, nor can they engage the Provider’s responsibility, nor result in any obligation to pay any compensation or late penalty, nor justify the cancellation of the related Order.

5- Obligations of the Parties

In general, the Client and the Provider agree to collaborate actively to ensure the proper execution of the Contract. Each Party commits to communicate any difficulties it becomes aware of as the project progresses, enabling the other Party to make the necessary decisions.

The Client commits to providing accurate and sincere information and agrees to inform the Provider of any changes regarding the information, data, or documentation provided.

The Client will be solely responsible for any malfunctions that may result from incorrect information. The Client must maintain a valid email and postal address.

a) Client’s Obligations

The Client expressly declares that they have received all necessary information and advice from the Provider for the completion of the Services and waives the right to hold the Provider liable in this regard.

To enable the Provider to fulfill its mission, the Client agrees to:

  • Collaborate closely with the Provider and provide all relevant information, documentation, services, and any other resources necessary for the completion of the Services. The Client also agrees to make available to the Provider all elements required to fulfill its obligations, including personnel dedicated to the proper execution of the Services.
  • Establish a detailed specification document that will not be subject to modification, except by mutual agreement, after it has been approved by the Provider. If necessary, the Provider may assist in drafting the specification document in conjunction with the Client. If modifications entail substantial revisions to the initial specification, these changes will be billed in addition to the original quote.
  • Submit the quote to the Provider (dated, signed, and stamped).
  • Provide the Provider with all documentary, graphic, and textual elements necessary for the proper execution of the Contract (particularly in the appropriate formats depending on the targeted media). The Client agrees to supply all legal information to be included in the documents and assumes responsibility for providing the content of the documents they produce.
  • Hold the necessary rights to the elements provided.
  • Actively contribute to the success of the project by providing the Provider with all the information and documents necessary for a thorough understanding of the requirements and the proper execution of the Services within the previously defined timeframes.
  • Strictly adhere to the technical recommendations and artistic suggestions made by the Provider.
  • Indemnify the Provider against any legal action that may arise due to the nature of the data or information (texts, images, sounds) provided or chosen by the Client.
  • Pay the amounts due to the Provider within the predefined deadlines specified in the quote and these GTC.
  • Inform the Provider of any potential competition with other service providers.
  • Ensure that all necessary resources are made available to the Provider for the performance of the Services on-site and/or remotely.
  • Before each intervention by the Provider, the Client agrees to carry out all necessary backup procedures to protect and safeguard their data, programs, and computer files.

Finally, the Client is responsible for and assumes sole responsibility for compliance with applicable laws and regulations related to the Services, particularly regarding intellectual property rights, legal notices, personal data protection, protection of minors (if applicable), and consumer rights (if applicable).

b) Provider’s Obligations

Under these GTC and in the performance of the Services, the Provider commits to making every effort and using all necessary means to carry out its mission according to industry standards. This obligation does not constitute a performance obligation; the Provider only provides the Services within the framework of a best-efforts obligation.

The Provider guarantees that the creations are legally available and not encumbered by third-party rights for the intended uses under the Contract.

The Provider agrees to regularly inform the Client of the progress of the project, particularly through approvals submitted to the Client according to the timeline outlined in the quote.

6- Service Execution and Deliverable Delivery Terms

The Client agrees to provide the Provider with all necessary documents for the completion of the Services in a usable format.

Any subsequent modification or additional request made by the Client will be subject to additional billing.

Since the completion of the Services entrusted to the Provider depends directly on the Client fulfilling its own obligations, the Parties expressly acknowledge that the delivery times indicated in the quote are provided purely as an estimate and without guarantee.

Therefore, any delay in the indicated deadlines shall not result in the payment of damages, nor shall it entitle the Client to terminate the Contract or refuse the delivery of the Services.

7- Price

The Provider’s pricing conditions for the provision of Services are outlined in the Provider’s quote.

Prices are given as an estimate and are therefore subject to change. The invoiced price is the one specified in the Order validated by the Provider.

The prices for Services are expressed and payable in Euros, exclusive of value-added tax (VAT) and any other applicable taxes, which the Client is responsible for paying.

Service prices do not include any potential travel or accommodation expenses, which may be additionally billed by the Provider to the Client according to the terms specified in the quote.

8- Payment Terms

The acceptance of the quote and the resulting Order from the Client must be accompanied by the payment of a deposit as indicated in the quote.

The payment of the deposit will condition the commencement of the Services. The deposit payment may be made by check, bank transfer, or direct debit to the Provider.

The balance payment for the Services must be made within thirty (30) days from the date of the invoice issued by the Provider and can be made by check, bank transfer, or direct debit to the Provider.

No discount is provided for early payment.

9- Late Payment Penalties

In the event of non-payment by the due date, any outstanding amount will incur late payment penalties. These penalties accrue from the day following the due date indicated on the invoice until the day of full and effective payment. The rate for late payment penalties is set at three times the legal interest rate in force.

These late payment penalties are payable automatically and without the need for a reminder from the Provider.

The Client will also be automatically liable for a minimum fixed recovery fee of forty (40) euros for the amounts owed by the Client to the Provider.

Finally, in the event of late payment, the Provider reserves the right to suspend or defer the execution of the Services specified in the Order for which payment is overdue.

10- Additional Costs

Various elements that may be necessary for the execution of the Provider’s Services and are not included in the Provider’s offers are not included in the indicated prices. For example, travel expenses.

The following will be invoiced additionally: modifications requested by the Client during the execution, if they require a reworking of the project.

11- Termination

The Provider may terminate the Services provided to the Client in the event of a breach by the Client of its obligations under the Contract, not remedied within fifteen (15) days from the notification by the Provider of such breach by registered letter with acknowledgment of receipt. This termination is independent of the Provider’s right to claim damages.

The Provider may also terminate the Contract in case of non-payment of any outstanding invoice(s) by the Client.

If the Client terminates the Contract before its completion, the Client formally agrees to settle and compensate for amounts related to the current schedule, completed or in-progress tasks, as well as any additional services rendered. The source files and data created and used by the Provider cannot be claimed by the Client without financial compensation. The deposit already paid will be retained by the Provider as compensation for the work undertaken.

12- Intellectual Property

The software, data, documentation, processes, methodologies, technologies, and documents owned by the Provider (hereinafter referred to as “Intellectual Property Rights”) used in the execution of the Services remain the exclusive property of the Provider.

The Provider grants the Client, if necessary and strictly within the scope required for the execution of the Services, a personal, non-exclusive, and non-transferable right to use said Intellectual Property Rights for the duration of the Services.

The works created by the Provider for the Client as part of the Contract remain the full and exclusive property of the Provider until all invoices issued by the Provider have been fully paid by the Client.

Once the invoices have been paid, the Provider transfers to the Client all intellectual property rights over the works created specifically at the Client’s request under the Contract, for the duration of their protection and worldwide.

In particular, the Provider transfers the following rights to the Client:

  • Reproduction Rights: Including, but not limited to:
    • The right to reproduce and/or have reproduced the created works in unlimited quantities, by any method and on any current or future medium, including graphic, magnetic, digital, or electronic (interactive or not);
    • The right to circulate and exploit the created works, whether commercially or not, the reproductions thus made, in unlimited quantities, free of charge or for a fee, regardless of their destination.
  • Representation Rights: Including, but not limited to:
    • The right to broadcast and communicate to any public the elements, media, components of the created works, by any known or unknown means of representation, for any use whatsoever;
    • The broadcasting of the created works by any means, including radio waves, cable-satellite, as well as any network, and more generally by any means of digital or non-digital data transmission.

As part of the provision of the Services, and as necessary, the Client also grants the Provider a personal, free, non-exclusive, and non-transferable right to use its software, data, and documents for the duration of the Services.

The Client agrees to obtain from any third parties, if necessary, the right to grant the Provider the right to use the software, data, and equipment belonging to those third parties for the purposes of providing the Services.

Trademarks and Trade Names

Any use by the Client of the Provider’s trade names, trademarks, and distinctive signs is strictly prohibited unless express prior agreement from the Provider. In case of express prior agreement from the Provider, the latter grants the Client a strictly personal, non-exclusive, and non-transferable right to use its trade names, trademarks, and distinctive signs worldwide and for the entire duration of the Contract.

The Provider is authorized to use the Client’s trade name/brand in the course of its activities for commercial promotion purposes.

The Provider also reserves the right to mention the projects carried out for the Client in its external communication documents, advertising (website, portfolio, etc.), and during commercial prospecting efforts.

Warranty Against Eviction

The Provider guarantees the Client against any action, claim, demand, or opposition from any person invoking an intellectual property right that the provision of the Services may have infringed, provided that the Client informs the Provider as soon as it becomes aware of any such demand, claim, or legal proceeding, whether judicial or extrajudicial. The Client agrees to provide the Provider with all documents and information in its possession, as well as any required assistance that may be necessary for its defense.

In the event of proven infringement of a third party’s rights, the Provider may, at its discretion:

  • Obtain any license or authorization allowing the Client to continue using the Services;
  • Provide a replacement solution enabling the Client to use the Services in accordance with the Order;
  • If neither option is feasible, refund the Client the amounts paid for the Services, less any amounts already paid by the Client for the effective period of use of the Services.

The Provider will have no obligation of compensation or other obligation for an infringement action originating from (a) use of the Services other than in accordance with the Contract, or (b) combination of the Services with other services or materials not provided by the Provider.

Regarding the software, data, or documents used by the Provider in the provision of the Services, for which the Client has acquired usage rights from third parties or owns, the Client indemnifies the Provider against all consequences or damages that the Provider may suffer as a result of the use of such software, data, or documents due to any claim from a person asserting an intellectual property right or based on unfair competition and/or parasitism claims on these software, data, or documents.

13- Warranties

The Provider guarantees that the Services are delivered substantially in accordance with the Order.

Except as required by law, any other warranties, whether express or implied, are excluded.

The Provider cannot be held liable for any warranty, particularly if the Client has modified or had the Services modified, or has used services other than those provided by the Provider, without prior written consent, or if the Client or third parties have intervened on the elements of the Services without the Provider’s prior consent.

14- Liability

The Provider’s liability is limited to direct damages resulting from a defect in the Services or a breach of the Contract, even if the defect was foreseeable at the time of the Order.

Under no circumstances shall the Provider be liable for indirect, incidental, or consequential damages as defined by French case law, including but not limited to, the cost of obtaining substitute services, loss of profits, data loss, or downtime, whether liability is based on contract or tort and whether or not it is related to the use or operation of the Services, even if the Provider has warned the Client of the possibility of such damages.

In the event of any failure by the Provider to fulfill its obligations (whether a failure to perform or improper performance), the Client must notify the Provider within eight (8) working days from the date of the failure by registered letter with acknowledgment of receipt. Otherwise, the failure will be unenforceable against the Provider.

If the Client has signed a receipt report for the Services and/or the draft of the creations or has validated the receipt of the Services and/or the draft, by any means, including the use of the Services and/or the draft, the Provider will be deemed to have fulfilled its obligations in accordance with the Contract. The Client will then be deemed to have irrevocably waived all claims in this regard.

Additionally, the Provider cannot be held liable for non-performance of the Contract in cases of force majeure as defined in Article 15, or for damages caused by a third party or attributable to misuse or non-compliant use of the Services by the Client, in violation of the Provider’s instructions or industry standards.

Except for personal injury or death, and unless in cases of gross negligence or intentional wrongdoing causing proven direct damage, or failure to meet a fundamental obligation of the Contract that renders it void, the Client acknowledges that the Provider’s liability is limited to the amount paid for the Services in question.

15- Force Majeure

The Parties shall not be held liable or deemed to have failed in their contractual obligations if the failure to perform their respective obligations is due to force majeure as defined by French case law. The Contract between the Parties will be suspended until the causes of the force majeure event have been resolved. Force majeure refers to irresistible events or circumstances that are external to the parties, unforeseeable, and beyond their control, despite all reasonably possible efforts to prevent them.

The Party affected by a force majeure event shall notify the other Party within five (5) working days from the date on which it becomes aware of the event. The Parties will then agree on the conditions under which the performance of the Contract will be resumed.

16- Undeclared Work

The Provider declares that it is registered with the Commercial Registry (RCS) and with the URSSAF, and that these registrations explicitly cover all its activities for the execution of the Services defined in the quote and/or Order.

In compliance with Articles L 8221-1 and following of the Labor Code and in accordance with Article D 8222-5 of the same code, the Provider agrees to provide the Client, upon the conclusion of the Contract and every six months until the completion of the Services, with the following documents:

  • A copy of the tax notice related to professional tax,
  • An Kbis extract certifying registration with the commercial and companies registry,
  • A sworn statement issued by the Provider certifying that the work is performed by employees regularly employed in accordance with Articles D.8222-5, D.8222-7, and D.8222-8 of the France’s Labor Code.

17- Insurance

Each Party agrees to maintain in effect, throughout the duration of the Contract, with a reputable and financially sound insurance company, an insurance policy covering damages that may occur to its property and personnel, as well as a policy covering its professional liability. This insurance should cover the financial consequences of bodily injury, property damage, and immaterial damage for which it may be liable, resulting from any event caused by its employees and/or potential partner companies during the execution of the Contract.

18- Confidentiality

Each Party agrees, both on its own behalf and on behalf of its employees and partner companies, to maintain the confidentiality of exchanged confidential information (the “Confidential Information”). Confidential Information includes all information, regardless of its nature, form, or medium, to which each Party has access in the course of performing the Contract. This includes, but is not limited to, all means provided by the Service Provider to the Client and by the Client to the Service Provider, any technical, industrial, financial, or commercial data, or any other information and documents related to the activities of each Party. Confidential Information does not include documents, data, or other information that:

  • Was known to one of the Parties on a non-confidential basis before its disclosure by the other Party
  • Has fallen or will fall into the public domain as of the date of its disclosure
  • Was legitimately obtained from a third party not bound by a confidentiality obligation
  • Was developed independently by the receiving Party without access to any information from the disclosing Party
  • Is disclosed pursuant to a legislative or regulatory requirement.

Each Party agrees to:

  • Use Confidential Information solely for the purpose of performing the Services.
  • Apply the same protective measures to Confidential Information as it applies to its own confidential information
  • Disclose Confidential Information only to its employees and collaborators who need to know such information for the performance of the Services
  • Not disclose, publish, or transmit Confidential Information to any third party, in any form, without the prior written consent of the other Party
  • Use Confidential Information solely for the purpose of performing the Services.

19- Non-Solicitation

Each Party agrees not to make, directly or indirectly, any employment offers to an employee of the other Party who has worked within the framework of the Services covered by this Contract, or to employ such an individual in any capacity, without the prior written consent of the other Party. This non-solicitation obligation is valid for a period of two (2) years from the termination of this Contract.

20- Personal Data

In accordance with the provisions of the French Data Protection Act No. 78-17 of January 6, 1978, as amended, the Client is considered the data controller in the context of the execution of this Contract.

The Service Provider, acting on behalf of and for the benefit of the Client in processing the personal data provided by the Client, holds the status of data processor.

As such, the Service Provider agrees to take the necessary measures to ensure the protection, security, and confidentiality of the personal data transmitted by the Client.

In accordance with the provisions of the General Data Protection Regulation (GDPR) effective from May 25, 2018, the Client has the right to access, rectify, oppose, and transfer their personal data. The guarantee of these rights is affirmed within the privacy policy accompanying this document, which together form a contractual agreement.

21- Amendments to the GTC – Contract Assignment

The Service Provider may decide to assign or transfer the rights or obligations conferred upon it by this Contract, provided that the Client continues to receive the Services under the same conditions.

The Service Provider reserves the right to amend these General Terms and Conditions (GTC) and notify the Client of such changes. If a substantial modification of the GTC is not acceptable to the Client, the Client has a period of fifteen (15) days from the date of notification by the Service Provider to inform the Service Provider. In the event of a disagreement between the Parties regarding these amendments, the Parties may terminate the Contract.

After this fifteen (15) day period, the amendments to the GTC will be deemed definitively accepted by the Client.

22- Applicable Law and Jurisdiction

The governing law of the Contract is French Law. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980, does not apply to this Contract.

In the event of a dispute between the Parties, they will endeavor to reach an amicable resolution within thirty days from the notification of the dispute by the requesting Party to the other Party by registered letter with acknowledgment of receipt.

If no amicable solution is found between the Parties, the courts within the jurisdiction of the Paris Court of Appeal shall have exclusive jurisdiction to hear all disputes of any nature or controversies relating to the interpretation or execution of this Contract, notwithstanding multiple defendants, third-party claims, or appeals, unless the Service Provider prefers to bring the matter before any other competent jurisdiction.

23- Refusal

The Service Provider reserves the right to refuse an Order from the Client if the Service Provider has previously encountered payment issues (non-payment or late payment) with the Client for one or more prior Orders.

24- Subcontracting

The Service Provider is entitled to subcontract all or part of the performance of the Services to subcontractors. In such cases, the Service Provider remains responsible for the performance of the Services towards the Client.

25- General Provisions

Prior Documents or Other Agreements

The Contract supersedes any prior document and any other written or verbal agreement related to the same subject matter, except for the quotation, the Order, and it takes precedence over any conflicting provisions that may be contained in documents issued by the Client.

Severability

If any provision of these General Terms and Conditions of Sale (GTCs) or its application to any person or circumstance is deemed invalid, such invalidity shall not affect the other provisions or applications of these GTCs, which shall remain in effect independently of the invalid provision. To this end, the provisions of these GTCs are declared severable.

Notice

Any notice must be made in writing and either delivered by hand, sent by registered letter with acknowledgment of receipt, or served by a judicial officer to the address indicated in the order.

Language of the Contract

The Contract is drafted in French. A translation into a foreign language may be provided for information purposes. In case of any contradiction, only the French version shall be authoritative between the Parties.

26- Cancellation

Cancellation and/or Postponement by the Client: The Client who wishes to modify or cancel the intervention date must notify Big Time Conseil by email (Direction@bigtimeconseil.fr) at least eight (8) working days before the scheduled intervention date. If the cancellation or postponement occurs less than forty-eight (48) hours before the scheduled intervention date, a fixed cancellation fee equal to one hundred percent (100%) of the course price may be charged to the Client. If the cancellation or postponement occurs between forty-eight (48) hours and eight (8) working days before the scheduled intervention date, a fixed cancellation fee equal to fifty percent (50%) of the course price may be charged to the Client. If the Client is not present at a scheduled intervention without prior cancellation or postponement as specified above, a no-show fee equal to one hundred percent (100%) of the intervention price may be charged to the Client.

Postponement by Big Time Conseil: An intervention may be postponed if the number of participants is insufficient. An intervention at the Client’s premises may also be postponed in the event of the trainer’s unavailability or the unavailability of the originally planned means of transport (strikes, bad weather, personal constraints, etc.). The Client will be notified as soon as possible upon knowledge of the event.