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  1. Conseil RH et SIRH
  2. CGV

CGV

Preamble :

The Client states having provided ConvictionsRH with all documents and information necessary so that it can enter into this contract of services (the “Contract“) with full knowledge.

In case conflict, the commercial offer or the service delivery (the “Commercial Offer“) in Annex 1 prevails over the Contract.

The preamble is an integral part of this Contract.

The following was agreed:

  1. Object

ConvictionsRH shall provide the provision of services (“Services”) stipulated in the Commercial Offer to the Client and the Client agrees, pursuant to the Contract’s terms.

For the provision of the Services, ConvictionsRH is under an obligation of means and not under an obligation of results.

For any provision of services not included in the Commercial Offer, ConvictionsRH shall provide the Client with an appendix to the Commercial Offer.

The Client shall provide ConvictionsRH with or facilitate the consultation thereof, all elements or documents that the latter deems relevant for the performance of the Services and work faithfully and actively with ConvictionsRH more generally.

When needed, the Client shall provide ConvictionsRH with all the required means, places and equipment for the performance of the Services.

  1. Term

The Contract’s term (the “Term”) shall be stipulated in the Commercial Offer further to the schedule defined between the Parties.

This schedule may be modified by mutual agreement of the Parties.

  1. Termination

Notwithstanding article 1184 of the French Civil code, the Contract may be automatically terminated by operation of law and without the intervention of a judge in case of breach by one of the Parties of one its contractual obligations.

The termination shall be effective one (1) month after a written request to comply sent by registered letter to the non-breaching Party. This notice shall state that the failure to remedy the breach within one (1) month from it notice date shall result in the termination of the Contract.

The non-breaching Party may always waive the automatical termination by operation of law to set judicially seek the enforcement of the Contract or any other demand.

In case of termination of the Contract by the Client for any other ground that the non-performance by ConvictionsRH of one of its essential obligations, the Client shall be immediately liable for the amount due for the Services at the date of the termination.

  1. Financial terms

The Commercial Offer defines the rules for calculating the Services’ price (“Price”) and stipulates if the Price is fixed or time-based.

In case of a fixed Price, the Client shall pay to ConvictionsRH the Price pursuant to the payment plan (“Plan”) defined by the Commercial Offer.

In case of a time-based Price, the Client shall pay ConvictionsRH upon a per hour worked basis by application of rates (the “Rate”) agreed in the Commercial Offer.

At the anniversary date of the execution of the Commercial Offer and on the basis of the last Syntec index published at this date, the Rate may, at the sole discretion of ConvictionsRH, be reviewed pursuant to the following indexation formula: R=R*(S/S) in which:

– R represents the new rate after reviewing;

– R* represents the rate before reviewing;

– S represents the last Syntec index published at the date of the reviewing;

– S* represents the last Syntec index published at the date of the previous reviewing (for the first reviewing, S* shall be the index published at the date of the Contract’s conclusion).

The index’ application shall never cause to a decrease of the Rate compared to its previous revision.

If the publication of the above index ceases without being replaced, or is for any reason, unenforceable, the closest index shall be applied. If the Parties fail to agree on this new index within one month from the date of the written offer by one of the Parties to the other, a replacement index or an equal index shall be chosen by the president of the Paris’ commercial court ruling as “en la forme des référés” and requested by the more diligent party.

The new Rate shall be applied to all the Services performed after the date of the Rate’s review.

The invoices shall be issued the first day following the end of each month and upon a per hour worked basis for achieving the Services.

  1. Invoicing

The invoices shall be paid without discount thirty (30) days end of month.

In the event of late payment, the Client shall be subject to a lump sum of forty (40) euros. Any delay in the payment shall give rise to the payment of interests by the Client calculated on the outstanding amount at the due date by application of the rate applied at the due date by the European Central Bank for its operations in euros, increased by 10 percentage points. The Client shall reimburse ConvictionsRH for all costs (including reasonable attorney’s fees being six hundred (600) euros excluding VAT) associated with collecting delinquent or dishonored payments.

  1. Expenses and disbursements

The travel expenses of ConvictionsRH‘s staff are included in the Price within the limits of the territories 75, 78, 91, 92, 93, 94 and 95.

Unless the Parties reach a better agreement, the travel and living expenses incurred by ConvictionsRH for the services performed outside those territories (including the travels outside metropolitan France) shall be reimbursed on an actual costs basis upon presentation of receipts by ConvictionsRH.

  1. Liabiliy

Each Party shall be liable pursuant to French civil law for any breach to the other Party.

  1. Limitation of liability clause

In case of a breach by ConvictionsRH of one of its obligations stipulated in the Contract, regardless of its cause, the cumulative global liability of ConvictionsRH shall never be higher than the cumulative amount of the fees actually received by ConvictionsRH in remuneration of the Services.

ConvictionsRH may only be held liable for damages directly and exclusively caused by ConvictionsRH, without any joint and several in solidum liability with third parties who have contributed to the damage.

  1. Intellectual property rights

ConvictionsRH remains the owner of the means, the process and the know-how existing before the Contract’s execution, that it implements to perform the Services and for which it grants a limited and non-exclusive right of use to the Client.

Unless the Commercial Offer stipulates otherwise, the deliverables that ConvictionsRH may be led to create for the performance of the Contract shall be the exclusive property of the Client, who shall be the assignee of the rights of reproduction, representation and adaptation on all medias / supports and worldwide.

  1. Non solicitation of staff

The Client shall not hire nor solicit the recruitment or the services (in any form) for itself or for a third party directly or indirectly of any Employee of ConvictionsRH (as hereinafter defined) or encourage one of the Employees of ConvictionsRH to cease his/her functions that he/she performs or will perform for ConvictionsRH.

For the purposes of this article, “Employee of ConvictionsRH” means any employee of ConvictionsRH at the date of the execution of the Contract, or who will enter into an employment agreement with ConvictionsRH during the Term, regardless of whether they may have left ConvictionsRH during the performance of the Contract.

This obligation shall end twenty-four (24) months after the termination for any reason.

In case of non-performance by the Client, the Client shall pay to ConvictionsRH as a penalty clause an amount equal to twenty-four (24) months’ salary (excluding the employer’s social contributions) paid by ConvictionsRH to the Employee of ConvictionsRH at the date of the breach. This penalty shall be due for each Employee of ConvictionsRH hired or when the services were solicited by the Client in any form. This penalty is indivisible and is acquired for ConvictionsRH, including for the termination of the Contract pursuant to the article 3 of the Terms and Conditions.

Regardless of this clause, ConvictionsRH may request the indemnification of the full harm caused by the Client’s non-performance.

Pursuant to the article 1228 of the French civil code, ConvictionsRH may sue for specific performance of this obligation instead of requesting the payment of the penalty clause’s amount.

  1. Confidentiality

The “Confidential Information” includes but is not limited to, all information and data transferred by a Party to the other for the Contract’s performance, in writing and/or verbally, in any form including graphics, drawings, plans, reports, clients’ list, prices’ list, results, reports of meetings, instruction and other elements of any form.

Each Party shall on its behalf (and on the behalf of its board members and employees) keep strictly confidential by using the same means and process that those used for its own confidential information, (i) the existence of the Contract (except for the purposes of the clause 13) and (ii) the Confidential Information.

The stipulations of this article shall end eighteen (18) months after the termination of the Contract for any reason.

This confidentiality obligation does not cover:

  1. Confidential Information that is in the public domain at the date of its communication, or that falls in the public domain afterwards (unless this results from a violation of the Contract);
  2. Confidential Information communicated to a Party on a non-confidential basis by a source other than the other Party as long as it was not in violation of a non-disclosure agreement or the Contract; and
  3. Confidential Information that a legal or regulatory disposition or a judgement or any authority would force to disclose.

 

  1. Data privacy

Each Party shall comply with its obligations under any relevant data protection legislation. ConvictionsRH shall use the data transmitted by the Client exclusively for the purpose of the Contract.

  1. Reference

ConvictionsRH is authorized to refer to the Client’s name on the list of its references, and including on the commercial documents of presentation of it activity.

  1. Force Majeure

The Parties shall not be liable for a breach of its obligations pursuant to the Contract which result of the occurrence of an event constituting force majeure as defined by law and jurisprudence.

If the event of force majeure lasts longer than one (1) month, the Parties agree to enter into negotiations in order to modify the terms of their respective commitments.

If no settlement was possible, each Party shall have the right to terminate the Contract subject to one (1) month notice, without damages, upon written notification sent to the other Party by registered letter.

At the date of the termination, the amount already received by ConvictionsRH shall remain its property and all unpaid invoices, shall be due to ConvictionsRH.

  1. Assignment

The rights and obligations pursuant to the Contract shall not be assigned wholly or partly by a Party without the written and prior consent of the other.

  1. Governing Law and Jurisdiction

The Contract shall be governed by and interpreted pursuant to French law. PARIS COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL DISPUTES ARISING OUT OF THE VALIDITY, INTERPRETATION, EXECUTION AND/OR BREACH OF THE CONTRACT REGARDLESS OF PLURALITY OF DEFENDANTS OR INDEMNIFICATION PROVISIONS.

 

  1. Miscellaneous
  1. Relationship between the Parties
    The Client and ConvictionsRH are legally and economically independent companies and the performance of the Contract shall not create between them any joint and severable liability, agency or similar relationship. Each Party shall solely ensure the respect of its legal obligations, including for labor law, for instance the salary payment of its employees, social security contributions and other charges borne by the employer. 
  2. Entire agreement
    The Contract shall constitute the entire agreement of the Parties regarding its object and shall replace all prior agreements or commitments between the Parties of the same scope.The Client waives its rights to invoke any other contract (including it general terms and conditions of purchase) or any document issued by ConvictionsRH as such as its presentation leaflets or an extract of its website.
  3. Waiver and amendment
    Any waiver of a clause of the Contract shall be subjected to a document signed by the Party referring to the relevant clause or the condition and to the waiver’s circumstances. Such waiver shall not be extending to another clause or condition of the Contract. Any modification or amendment to the Contract shall be formalized by a document signed by the Parties.
  4. Independence of the Contract’s stipulations
    If one or several provisions of the Contract are held to be invalid, the remaining provisions shall retain their full force and effects. In that case, the Parties shall, if possible, substitute the cancelled stipulation by a valid equivalent clause corresponding to the spirit and the object of the Contract. If a Court cancels a Contract’s clause for any reason whatsoever, the Court shall substitute an equivalent clause in the context of its power of interpretation.
  5. Titles
    The titles of the Contract’s paragraphs are there solely to facilitate reference to those paragraphs and do not in themselves have contractual value or create a particular interpretation.
  6. Survival
    The articles 7, 8, 9, 10, 11, 12, 13, 15, 16 and 17 shall survive the expiration or termination of the Contract.