1. GENERAL PROVISIONS
EuroCompliance is a limited liability company by shares (société par actions simplifiée, SAS) with a share capital of €10,000. Its head office is located at 76 rue De La Pompe – 75116 Paris, and it is registered at the Paris Register of Commerce and Companies under the number 827 451 147. EuroCompliance specializes in services related to the prevention of corruption (ISO 37001 certification, audit, monitoring and training), and offers inter- or intra-company training services on the following: business ethics, prevention of corruption, ISO 37001.
The signing of any Training Agreement with EuroCompliance, a limited liability company by shares registered at the PARIS Register of Commerce and Companies under number 827 451 147 000 17, implies the unconditional acceptance of these General Terms and Conditions of Sale (hereinafter “GTCS”).
In the event of any inconsistencies between the GTCS and Specific Commercial and Technical Conditions and Proposals or Training Agreements, the GTCS shall prevail. The GTCS are a framework for the conditions under which EuroCompliance provides its training to its professional clients. They shall apply to all EuroCompliance training services for all Beneficiaries of the same category, irrespective of the clauses which may appear on a Beneficiary’s document, including the general conditions of purchase. They are published on the www.eurocompliance.com website under the Legal Information tab.
2. DEFINITIONS
- Beneficiary: any natural or legal person who uses EuroCompliance for the provision of a training service
- General Terms and Conditions of Sale (GTCS) refers to this document
- Contract: corresponds to the signature of a Technical and Commercial EuroCompliance Proposal and/or a Training Agreement and/or a contract issued by the Beneficiary. The contract shall specify in particular the content, the procedures for carrying out and evaluating the training sessions and the pricing conditions.
- Order: is any order placed by the Beneficiary for the purpose of planning EuroCompliance training sessions as described in the Contract (a single contract may be the object of several orders);
- Services: covers all the training services offered by EuroCompliance, as defined in the Technical and Commercial Proposals (for intra-company training) or in the training files available from the Commercial Service or website (for inter-company training);
- Professional: is a purchaser who is a natural or legal person acting within the context of their professional activity;
- Website: refers to www.eurocompliance.com
3. SERVICES
These GTCS pertain to in-house training services (intra- or inter-company sessions). This includes engineering phases (content development) and the implementation of on-site training activities.
Vocational training activities shall be carried out in accordance with a pre-established program with specific objectives, which specifies the level of prior knowledge required to undergo the training, the pedagogical, technical and supervisory resources used, and the measures employed for monitoring its implementation and evaluating its results.
A detailed program is provided prior to the start of training.
4. COMMITMENTS OF THE BENEFICIARIES
The Beneficiary undertakes to ensure the attendance of participants on the scheduled dates, and at the agreed locations and times.
In the case of intra-company training, the Beneficiary shall make available a training room which is suitable for the number of participants and offers safe and comfortable working conditions.
5. EUROCOMPLIANCE COMMITMENTS
EuroCompliance uses qualified trainers with expertise in business ethics and anti-corruption.
EuroCompliance undertakes to conduct the training in accordance with the pre-defined program.
For each training activity, an agreement may be drawn up in accordance with articles L 6353-1 and L 6353-2 of the Labor Code in two copies, one of which must be returned by the Beneficiary bearing the company’s stamp.
At the end of the training, EuroCompliance shall provide the Beneficiary with a copy of the following documents: attendance certificates; end-of-training evaluations; the tools used to assess learning achievements (quiz and test results), and training certificates for each of the participants.
6. ORDERS
The subscription to the training provided by EuroCompliance is completed by signing a commercial proposal, a contract and/or a Training Agreement, which implies the acceptance of these GTCS.
The Orders are then placed by the Beneficiary either by direct contact or by e-mail in accordance with the conditions set forth in the Contract.
7. RATES
The rates are those in force on the day the Order is placed, as established in the Contract. Rates are shown net of taxes (ex-VAT). Depending on the case, transportation costs may also be charged. This information is validated at the time of the Order according to the conditions defined in the Contract.
For each Order, an invoice is produced by EuroCompliance for the Beneficiary.
8. TERMS OF PAYMENT
In the event of a payment by OPCA upon which the Beneficiary is dependent, it is the responsibility of the Beneficiary to submit its application to the OPCA before the start of the training. The financing agreement must be communicated at the time of registration and on the copy of the agreement which the Beneficiary signs and returns to EuroCompliance. In the event of a partial payment by OPCA, the difference will be invoiced directly by EuroCompliance to the Beneficiary. If the OPCA agreement regarding payment does not reach EuroCompliance on the first day of the training, EuroCompliance reserves the right to invoice the Beneficiary for the full cost of the training.
For intra-company training, the service is invoiced at the end of each training session.
For inter-company training, the service is invoiced upon registration.
The payment deadline is set at 30 days from the end of the month. Payment can be made by check or bank transfer.
In the event of total or partial failure to pay on the agreed invoice date, the Beneficiary must pay EuroCompliance a penalty of 2.97% for the delay. This penalty is calculated on the outstanding amount including all taxes, and runs from the due date of the invoice without any prior notice being required.
In addition to the indemnities for late payment, any sum, including the advanced payment, not paid on its due date shall automatically give rise to the payment of a flat-rate indemnity of 40 euros for the costs of recovery.
9. SUBCONTRACTING
EuroCompliance may delegate the performance of all or part of the Services to a subcontractor and the Beneficiary authorizes EuroCompliance to disclose all the information necessary for such performance by the subcontractor.
10. NON-PERFORMANCE OF TRAINING SERVICES
In the case of inter-company training, where the number of participants is insufficient to ensure the proper operation of the training session, EuroCompliance reserves the right to postpone the training at the latest one week before the scheduled date, without compensation.
In the absence of full or partial delivery of the training service, EuroCompliance must reimburse the contracting party for the sums it has unfairly received as a result.
11. DAMAGES, COMPENSATION OR INDEMNITY
In the event that the Beneficiary renounces the execution of a training course confirmed by an Order within 14 days prior to the start date of the training course, the Beneficiary undertakes to pay 25% of the cost of the training course and any travel expenses already incurred (if applicable and if non-refundable) as a penalty. This amount is non-reimbursable and not payable by the OPCA. In the event that EuroCompliance renounces the execution of an intra-company training course confirmed by an Order within 14 days prior to the start date of the training course, the object of this agreement, the training organization undertakes to pay the sum of 25% of the training costs provided by way of indemnification (except where there is an insufficient number of participants as referred to in article X).
12. FORCE MAJEURE
In the event that EuroCompliance is prevented from executing or completing any of the Services for which the Contract was established, for any reason whatsoever and independently of its will, including but not limited to natural disaster, war, terrorism or industrial activity; failure to obtain licensing or registration authorizations; illness; death or staff resignation or failure by the Beneficiary to fulfill any of its contractual obligations, the Beneficiary shall pay to EuroCompliance:
(a) the amount of any non-reimbursable expenses actually incurred;
(b) a fraction of the agreed-upon price equal to the portion of the service actually executed,
and EuroCompliance is not liable, for any reason, for the partial or total non-performance of the requested Services.
13. COMPLAINTS
For all orders made, the Beneficiary has a right to lodge a complaint 30 days from the date of delivery of the training.
To exercise this right to lodge a complaint, the Beneficiary must send a statement in which it expresses its issues and claims, together with the supporting documents relating thereto, to EuroCompliance at: contact@eurocompliance.com.
A complaint that does not meet the conditions described above will not be accepted. EuroCompliance will correct the Service as soon as possible in accordance with its internal quality monitoring procedures.
14. CONFIDENTIALITY
As employed herein, “Confidential Information” means any written or oral information that a party acquires from the other party pursuant to the Contract, or information relating to the activities provided by the other party. On the other hand, this Confidential Information does not include any information which (1) is or becomes generally known to the public hereinafter; (2) was available to the recipient party on a non-confidential basis prior to the date of disclosure by the disclosing party; or (3) is disclosed to a party by an independent third party entitled to disclose such information.
Except as required by law or by any judicial, regulatory or other authority, neither the party nor its agents or subcontractors shall be entitled to use the Confidential Information for purposes other than those of the Contract, nor to disclose the Confidential Information to any person or third party without the prior written consent of the other party, unless otherwise expressly provided herein.
15. DISCLOSURE
The Beneficiary agrees to be quoted by EuroCompliance as a client of its services. EuroCompliance may cite the name of the Client, its logo and an objective description of the nature of the services covered by the contract, in its lists of references and proposals to its prospective clients and clientele, in particular on its website, in interviews with third parties, communications to its staff, internal documents of forward planning, annual report to shareholders, and in the event of legal, regulatory or accounting provisions which require it.
16. INFORMATION TECHNOLOGY AND RIGHTS
As the entity responsible for processing its personnel files, the Beneficiary undertakes to inform each User that: his or her personal data is collected and processed by EuroCompliance for the purpose of conducting and monitoring training; the training course and the monitoring of the achievements of Users is data accessible to its services. In accordance with the Law on Information Technology and Individual Freedom of January 6, 1978, the Beneficiary has, at any time, a right to access, rectify, and oppose all their personal data in writing, by email and with proof of identity, at the following address: contact@eurocompliance.com. The Beneficiary shall be responsible for the storage and confidentiality of all User data to which it has had access. For its part, EuroCompliance will store the data linked to the assessment of the User’s learning for a period not exceeding the time necessary for the training assessment.
17. AMENDMENTS
The details contained in EuroCompliance’s catalogs, prospectuses and rates is provided for information purposes only and may be revised at any time. EuroCompliance is entitled to make any amendments it deems appropriate. When placing an Order, the Beneficiary shall be subject to the stipulations set forth in the Contract in force at the time the Order is placed.
18. INTELLECTUAL PROPERTY
EuroCompliance is the sole owner of the intellectual property rights for the training it offers to the Beneficiary. To this end, all educational content and materials in whatever form (paper, electronic, digital, oral, etc.) used by EuroCompliance to provide training remains the exclusive property of EuroCompliance. As such, they may not be the subject of any unauthorized use, transformation, reproduction or exploitation within or outside the Beneficiary without the express agreement of EuroCompliance. In particular, the Beneficiary shall refrain from using the content of the training courses to train persons other than its own staff, and shall be liable under articles L. 122-4 and L. 335-2 et seq. of the Intellectual Property Code in the event of the unauthorized transfer or communication of the content.
19. LIMITATION OF LIABILITY AND INDEMNIFICATION
EuroCompliance undertakes to operate with the care and diligence that can reasonably be expected from it in the execution of the training, and will only be deemed liable in cases of proven negligence.
Nothing in these GTCS shall exclude or limit EuroCompliance’s liability to the Beneficiary in the event of death or personal injury or fraud or any other act resulting from negligence on the part of EuroCompliance for which it would be unlawful to exclude or limit its liability.
Except in cases of proven negligence or fraud by EuroCompliance, EuroCompliance’s full liability to the Beneficiary for any claim for loss, damage or costs of any kind or origin, as well as the presence of one or a series of events, shall be limited to an amount equivalent to the fees paid to EuroCompliance under the terms of the Contract (excluding the applicable VAT).
Except in cases of proven negligence or fraud by EuroCompliance, EuroCompliance’s liability to the Beneficiary shall be excluded for loss, damage or expense, unless an arbitration procedure has been initiated within one year from the date of execution by EuroCompliance of the Service giving rise to the dispute, or unless a non-execution has been invoked within one year from the date of execution of the Service.
EuroCompliance shall not be liable to the Beneficiary or to any third party for any loss, damage or expense resulting from the Beneficiary’s failure to comply with any of its obligations hereunder.
EuroCompliance does not exercise as a lawyer or provide legal advice and assumes no liability in that capacity. Beneficiaries who seek legal advice in their corruption prevention program should contact a legal professional.
EuroCompliance does not act in its capacity as a consulting company. Beneficiaries seeking recommendations on improving their anti-corruption measures or on deploying their anti-corruption prevention system should seek advice from consultants.
Each party shall obtain appropriate insurance coverage to cover its responsibilities under the Contract.
20. ATTRIBUTION OF JURISDICTION CLAUSE
French law governs the GTCS. Any dispute that may arise between EuroCompliance and a Beneficiary during the execution of the GTCS will be the subject of an attempt to resolve the matter amicably. Failing this, the disputes will be brought to the attention of the competent judicial courts.
21. MISCELLANEOUS
Should one or more provisions of these GTCS be deemed illegal or inapplicable for any reason whatsoever, the validity, legality and enforceability of the other provisions shall not in any way be affected or impaired thereby.
Neither party may assign the Contract without the prior written consent of the other party; such consent shall not unreasonably be withheld. Any assignment shall not deprive the assignor of its responsibilities or obligations under the Contract.
The Contracts Act 1999 (Third Party Rights) is not applicable to these GTCS.
Formal notice issued by the party under these GTCS shall be in writing and shall be delivered by hand or sent by regular prepaid mail or by fax to the other party’s address. A notice will be deemed received by the other Party:
(a) when delivered personally on the date of delivery;
(b) when sent by regular mail, three days after the date of mailing;
(c) when sent by fax, at the time indicated on the transmission report of the party transmitting the message.
The parties recognize that EuroCompliance carries out the training for the Beneficiary as an independent contractor and that the Contract shall not create any partnership, representation, employment or fiduciary relationship between EuroCompliance and the Beneficiary.
Any failure by EuroCompliance to demand that the Beneficiary perform its obligations under these GTCS or the Contract shall not constitute a waiver of its right to require the execution thereof or any other obligation.