General Conditions for Provision of Services

QHSE Concept > General Conditions for Provision of Services

General Conditions for Provision of Services

1 DEFINITIONS

1.1 “Client” means the individual or company placing an Order with QHSE Concept.
1.2 “Order” means the acceptance by the Client of the Quotation issued by QHSE Concept, as defined in these general conditions.
1.3 “Quotation” means a proposed fee or training agreement with QHSE Concept.
1.4 “Parties” means the Client and QHSE Concept.
1.5 “Services” means the services described in the Order, to be provided to the Client by QHSE Concept in accordance with these general conditions.
1.6 “QHSE Concept” means the company of that name, a limited liability company in sole ownership with capital of 5,000 Euros, entered in the Companies’ Register under number 501 876 585 RCS Aurillac and whose registered office is at ZA Rozier Coren, 15100 COREN.

2 GENERAL PROVISIONS

2.1 The provision of Services by QHSE Concept is governed by these general conditions, to the exclusion of any other term or condition, including any of the client’s general conditions of purchase, unless otherwise expressly agreed beforehand in writing by QHSE Concept.
2.2 Consequently and unless otherwise agreed beforehand in writing by the parties by way of exception to these general conditions, any Order placed by the Client with QHSE Concept entails the express acceptance by the Client of these general conditions, even if the Client sets out its general conditions of purchase on the back of the Order.

3 ORDERS

3.1 At the request of the Client, QHSE Concept issues a Quotation describing the Services offered and the associated financial conditions. The Quotation also includes, where appropriate, the special conditions or the contract, as distinct from these general conditions, applicable to the provision of the Services. In default, only these general conditions shall apply.
3.2 The acceptance of the Quotation by the Client during its period of validity becomes a firm and final Order. Such acceptance may take the form of an e-mail reply stating the agreement of the Client to the proposed Quotation. Where the Quotation has not been accepted within the time allowed, QHSE Concept reserves the right to refuse the order submitted by the Client and, where appropriate, will issue a new Quotation. QHSE Concept also reserves the right to refuse to execute an Order from a Client which has not fully or partially paid for a previous Order or with which it is in dispute.
3.3 Any modification of or addition to the Order shall only be effective after acceptance thereof by QHSE Concept in writing (which may be by e-mail). Where necessary, an endorsement to the initial Order shall be concluded, to take account of any modification in the technical definition or variation in the extent of the service or lead time.
3.4 No Order may be cancelled as from the date of issue of the Order and any sum due under the order must be paid to QHSE Concept.
3.5 QHSE Concept shall commence its Services as from payment by the Client of the first instalment provided in the Order. QHSE Concept shall in no circumstances be liable for any delay in the execution of the Services because of a delay by the Client in the payment of this first instalment. In default of payment of the first instalment by the Client within the time allowed in the Order, QHSE Concept shall be entitled to terminate the Order without prejudice to any damages it may claim in compensation for the prejudice sustained.

4 DESCRIPTION OF SERVICES

4.1 The services provided by QHSE Concept consist of an advice, auditing and training consultancy for companies in relation to Quality, Health and Safety, and the Environment. The Services provided to the Client are described in the corresponding Order.
4.2 QHSE Concept undertakes to perform its services with the care and diligence of a qualified professional in accordance with prevailing practice, pursuant to the law and regulations in force.
4.3 In performing its Services, QHSE Concept undertakes to act in a professional manner and to avoid any conduct which might harm the Client’s brand image.
4.4 QHSE Concept may be assisted by any person of its choice under its sole responsibility, without the Client having any obligation in respect thereof.
4.5 The due execution of the Services presupposes an active, close and regular collaboration in good faith between the Parties and the prompt exchange of information, to enable any incident prejudicial to their respective interests to be avoided. To enable QHSE Concept to comply with its undertakings, the Client must actively collaborate with it, including by stating all its requirements to QHSE Concept and providing it with any information required for the provision of the Services.
4.6 The Client undertakes, in strict confidence, to provide QHSE Concept with any item or information in its possession which is required for the execution of the Services, and any item or information reasonably requested by QHSE Concept as required for provision of the Services. QHSE Concept shall not be liable for the consequences of the use of information so provided by the Client, including by infringing third-party rights. The Client undertakes to indemnify QHSE Concept for any prejudice sustained thereby through the use of information so provided.

5 SPECIAL PROVISIONS WHERE SERVICES PROVIDED ON-SITE

5.1 Where the Order states that the Services shall be provided in the Client’s premises, QHSE Concept shall provide the Services at the address stated in the Order. Any alteration in the place of provision of the Services shall be agreed in advance by QHSE Concept and the Client, including as to payment of any additional expense that such alteration might entail for QHSE Concept.
5.2 Where the Services are provided in the Client’s premises and the site has a company restaurant or collective restaurant facility, QHSE Concept’s representatives shall be entitled to use such facilities at the same prices as the Client’s personnel. Meals shall be paid for by QHSE Concept, whereas the Client shall pay for the right of access to the restaurant.

6 EQUIPMENT AND SOFTWARE REQUIRED FOR PROVISION OF THE SERVICES

6.1 Unless otherwise provided in the Order, QHSE Concept shall use its own equipment for provision of the Services. Where the Client provides QHSE Concept with the equipment for providing the Services, QHSE Concept undertakes to comply with all the rules for using this equipment, as stipulated by the Client.
6.2 Where the Services are provided in the Client’s premises, QHSE Concept undertakes not to bring into the premises any equipment which might endanger any employee.
6.3 QHSE Concept may, where appropriate, access the Client’s IT systems and any on-site documentation not belonging thereto which is in any part of the Client’s premises. QHSE Concept undertakes to consider such documents as confidential, pursuant to the “Confidentiality” clause in these general conditions.

7 TERM AND TERMINATION

7.1 The Services shall start as from payment of the first instalment by the Client or on the date stated in the Order, if later. The Services shall be provided during the period stated in the Order concerned.
7.2 If either Party commits a serious breach of any of its contractual obligations which is not remedied within thirty (30) days after formal notice to comply with its obligations, sent by the injured Party in a receipted recorded delivery letter, the injured Party may terminate the Order concerned by operation of law with immediate effect, by sending a notice of termination by receipted recorded delivery letter, without prejudice to any compensation for any damage it might sustain. A serious breach within the meaning of this clause includes any default in payment of sums due from the Client to QHSE Concept within the period agreed.

8 FINANCIAL CONDITIONS

8.1 Prices for the Services
- 8.1.1 The financial conditions applicable to provision of the Services are stated in the Order concerned. The prices stated in the Order are expressed in Euros ex-VAT. Where the financial conditions stated in the Order provide for a fixed sum, any additional Services necessitated by (i) an alteration in the Services requested and/or (ii) any legal or regulatory modifications affecting the Client’s obligations in respect of Quality, Health and Safety and/or the Environment, shall result in additional remuneration for QHSE Concept. For invoicing based on the time involved, any additional Services shall be invoiced in application of the financial conditions stated in the Order. The hourly or daily rate stated in the Order shall be adjusted on 1 February of each year according to the SYNTEC index and the following formula: P1 = P0 x (S1/SO – sic)
  Where:
  P1 = revised price
  P0 = contractual price for year n-1
  S0 = SYNTEC reference index for year n-1
  S1 = latest index published on review date.
- 8.1.2 Unless otherwise provided in the Order concerned, the travel and attendance costs of QHSE Concept shall be reimbursed by the Client at cost price on production of supporting documents by QHSE Concept or, for costs per kilometre, according to the applicable tax scale.
8.2 Invoicing and payment procedures
- 8.2.1 QHSE Concept shall send its invoices to the address stated in the Order.
- 8.2.2 Unless otherwise provided in the Order, invoices shall be issued according to the following schedule:
  · 20% of the total price for the Services on the date of the Order. This down payment triggers the provision of the Services by QHSE Concept;
  · at the end of each month, a pro rata sum for Service days effected;
  · the balance at the end of the Order concerned, whatever Services have been provided.
- 8.2.3 All invoices are payable at ten (10) days from date of invoice, by cheque or bank credit transfer. No reduction is made for advance payments.
8.3 Delayed payment
- 8.3.1 Late payment shall automatically entail the application of a penalty based on the rate of interest applied by the ECB to its latest refinancing operation on the due date for payment of the invoice, plus ten percentage points. This penalty is calculated on the invoiced sum due, as from the day after the due date to the date of full payment.
- 8.3.2 Where an invoice is unpaid for over twenty (20) days from its issue date, QHSE Concept shall be entitled to suspend provision of the Services until full payment of any sum due, including late-payment penalties.
- 8.3.3 Where QHSE Concept incurs recovery costs for its invoices, all the costs so incurred, including the fees of court officers and advocates, shall be paid exclusively by the Client, without prejudice to any damages claimed by QHSE Concept in compensation for the prejudice sustained.

9 INTELLECTUAL PROPERTY

9.1 Subject to full payment of the price for the Services and unless otherwise expressly provided in the Order concerned, QHSE Concept grants the Client, according to their realisation, a licence over creations and other elements provided by it to the Client pursuant to the Orders (hereafter referred to as “Creations”), to enable the Client to use the Creations for the purposes stated in the Order, to the exclusion of any other use or adaptation thereof for any other matter or for any development of the dossier prepared by QHSE Concept for the Services. This licence is granted worldwide and throughout the period of protection of the Creations, pursuant to applicable law. The price of this licence is included in the amount due for the Services, pursuant to the Order concerned.
9.2 Notwithstanding any contrary provision, QHSE Concept retains ownership of any Creation, resource, process and know-how used in performing the Services and of all intellectual property rights in elements created before or alongside the Services, whether or not incorporated in the Creations.

10 CONFIDENTIALITY

10.1 The Client undertakes to provide QHSE Concept, under strict confidentiality, any item or information in its possession required for the execution of the Services. The information so provided under an Order shall remain the exclusive property of the Client and QHSE Concept undertakes keep it confidential as provided below.
10.2 Each Party undertakes to keep confidential any oral or written information concerning the other, its business, products, services or advertising, of which one Party may become aware during provision of the Services. To this end, the Parties undertake not to pass on such information to any third party, apart from anyone for whom such confidential information is required for the due execution of the Order and providing that any such third party is itself subject to such obligations of confidentiality.
10.3 For protecting the confidential information of the other Party, each Party shall take the same security measures as it takes for protecting its own confidential information and at least with the same care and attention.
10.4 The aforesaid confidentiality undertaking does not apply to information of which the Receiving party can prove that:- it was in the public domain when communicated by the other Party or came into the public domain after such communication, without the Receiving party having breached any obligation of confidentiality incumbent thereon; or- it was already lawfully known by the Receiving party before its first communication thereto; or- the Receiving party obtained it in good faith from a third party having no obligation of confidentiality to the other Party concerning the information; or- disclosure was required pursuant to prevailing law or regulations, but solely within the limit of such requirement.
10.5 This obligation of confidentiality shall remain in force for a period of five (5) years after the date of expiry or termination of the Order concerned, whatever the reason therefor.

11 LIABILITY

11.1 QHSE Concept undertakes to perform its contractual obligations with due diligence, in accordance with prevailing practice. It shall be liable for any breach committed by it, pursuant to French ordinary law and the following provisions.
11.2 Advice provided by QHSE Concept depends on several factors beyond its control, including information provided by the Client in respect of the Services and resources (including human resources, management and instruction) provided by the Client. QHSE Concept shall not in any circumstances be liable for an analytical error due to the provision of erroneous documents, the omission of certain documents or inadequate assistance from the Client or any other error due to factors beyond its control or dependent on the Client.
11.3 QHSE Concept provides no guarantee, express or implied, as to the results of the Services or to approval by the administrative inspection of the Services. QHSE Concept shall not in any circumstances be liable for refusal of administrative approval.
11.4 It is the Client’s sole responsibility whether or not to implement the advice provided by QHSE Concept. QHSE Concept shall not in any circumstances be liable for any consequences of decisions taken in consideration of information and advice presented by QHSE Concept and of their effective implementation. However, where an inspection of the Services by the competent administrators discloses defects in the Client’s system exclusively and directly attributable to QHSE Concept, the latter undertakes, provided that this inspection occurs within a maximum of one (1) year after the end of the Services, gratuitously to provide the Client with its services in order to correct any defect so disclosed during the inspection, by way of compensation, to the exclusion of any other claim for damages.
11.5 In any circumstances and notwithstanding any contrary provision, the total all-inclusive liability of QHSE Concept in respect of any Order shall not exceed the sum received by QHSE Concept in respect of such Order during a period of twelve (12) months preceding the event. The Client declares that it accepts this limitation of liability in full knowledge of the risks incurred. The implementation of this clause is an essential condition for QHSE Concept, without which it would not have agreed to provide the Services.

12 FORCE MAJEURE

12.1 No Party shall be liable to the other if the execution of an Order is delayed or impeded because of an event of force majeure, act of God or external cause, including natural disasters, strikes, social unrest, war, earth tremor, lightning, fire, explosion, government intervention, water damage, disruption or interruption of the electricity or telecommunications networks, transport disruption, changes of regulations and/or any other statutory or regulatory modifications affecting the obligations of the Client in relation to quality, health and safety or the environment.
12.2 The Party impeded by an event of force majeure shall inform the other Party thereof by receipted recorded delivery letter on discovery of the said event. Unless otherwise agreed between the Parties, the obligations of each Party shall be suspended as from such notification.
12.3 Should the event of force majeure continue for over one month after notification, either Party may freely terminate the Order concerned by sending the other Party a receipted recorded delivery letter.

13 DIRECTIVES FOR USE OF LOGOS, TRADEMARKS, NAMES AND INSIGNIA OF THE CLIENT

Where required for provision of the Services, QHSE Concept may, during the period of execution of an Order and exclusively for execution of the Services, reproduce the logos, trademarks, names or any other insignia belonging to the Client. QHSE Concept shall also be entitled to use the Client’s name, logos, trademarks, names and other insignia in commercial presentations or any other medium, including on its website, as a client reference. Any use of the trademark and/or logo and/or any distinctive sign of QHSE Concept is expressly reserved and subject to prior written authorisation by QHSE Concept.

14 WAIVER

Any failure, for any period, to invoke the existence or any full or partial breach of any clause of the general conditions shall not amount to modification or deletion of such clause or to a waiver in respect of any prior, existing or subsequent breach of the said clause or of any other clause. Such waiver shall only apply if expressed in writing, signed by a person duly empowered for this purpose.

15 APPLICABLE LAW / JURISDICTION

15.1 These general conditions are governed by French law.
15.2 ANY DISPUTE BETWEEN THE PARTIES CONCERNING THE FORMATION, EXECUTION, ENDING AND/OR INTERPRETATION OF AN ORDER SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURT OF AURILLAC, INCLUDING IN SUMMARY PROCEEDINGS, INTERPLEADER OR WITH MULTIPLE DEFENDANTS.