TERMS AND CONDITIONS OF SALE AND SERVICE HALIFAX CONSULTING
RECITALS
“HALIFAX CONSULTING” means the HALIFAX CONSULTING company, a simplified joint-stock company (Société par Actions Simplifiée – SAS) with capital of €208,512 registered with the Versailles Trade and Companies Registry under no. B 450 220 512, whose registered office is located at 15-17 rue de Pontoise, Hôtel de Créquy, 78100 Saint-Germain-en-Laye, France.
HALIFAX CONSULTING is a consulting and continuing education firm specializing in sales performance training and selling training tools.
In this context, HALIFAX CONSULTING has designed several solutions including, for instance, a digital learning platform, an asynchronous video learning platform, serious games as well as skill reinforcement, microlearning and adaptive learning solutions.
1. DEFINITIONS
In these T&Cs, the following words and phrases, with initial capital letters, whether in the singular or in the plural, have the meanings stated below:
“Client” means any professional (whether a natural or legal person) who, in order to fulfill their professional needs and as part of their professional activity, places an Order for Products or Services with HALIFAX CONSULTING.
“Product or Service”, “Products or Services” or “Products and Services” means the consulting services, content creation services and digital tools ordered by the Client from HALIFAX CONSULTING.
“Order” means any order for a Product or Service placed by a Client with HALIFAX CONSULTING as evidenced by the signature of Special Conditions.
“Special Conditions” means the document defining the special terms and conditions relating to the provision of the Product or Service ordered from HALIFAX CONSULTING by the Client (accepted quote, purchase order, sales
offer, etc.).
“T&Cs” means these Terms and Conditions of Sale and Service.
“Contract” means these T&Cs and the Special Conditions, which jointly govern the relationship between the Parties.
“Consultation” means viewing the relevant Data online.
“Subscription” means the subscription that allows the Client to access a Product or Service for a defined period, under the terms and within the limits set out in the T&Cs and the Special Conditions.
“Content” means the information contained in the Products or Services or in the Databases that the Products or Services access in order to work.
HALIFAX CONSULTING and the Client are hereafter referred to jointly as the “Parties” and individually as the or a “Party”.
2. PURPOSE AND ACCEPTANCE OF THE T&Cs
The purpose of these T&Cs is to complement the Special Conditions in setting out the terms under which HALIFAX CONSULTING provides the Products or Services, in consideration of remuneration paid by the Client provided for in the Special Conditions.
The Client shall read the T&Cs carefully and accept them before placing an Order. By placing an Order, the Client immediately, fully and unconditionally accepts the T&Cs and the Special Conditions. The T&Cs apply to every Order, regardless of the provisions set out in the Client’s documents — over which these T&Cs prevail — such as any terms and conditions of the Client. Any deviation from the T&Cs and the Special Conditions will have no legal force, except with HALIFAX CONSULTING’s prior written consent.
HALIFAX CONSULTING reserves the right to modify the T&Cs at any time. Except as otherwise provided in the Special Conditions, the applicable version of the T&Cs will be the version in force on the day the Order is placed.
3. HIERARCHY OF CONTRACTUAL DOCUMENTS
Any Product or Service offered by HALIFAX CONSULTING is subject to these T&Cs, which prevail over any brochure, advertisement or website.
In addition to these T&Cs, a Product or Service may be subject to Special Conditions whose possible additional provisions will prevail over the provisions of the T&Cs. Where HALIFAX CONSULTING sells a Product or Service without being its initial publisher, there may be a specific license agreement that will prevail over the Special Conditions.
4. ACTIVATION
Except as otherwise provided in the Special Conditions, the Products or Services provided online will be activated as soon as the first payment is processed.
Subscriptions are only available for specific Products or Services. Each Subscription package comes with specific terms of access to the relevant Products or Services, according — in particular — to the number of Data consultations that can occur for the duration of the Subscription and the type of Data available for consultation. Such terms will be described in the Special Conditions.
5. INFORMATION - GUIDANCE AND WARNING
As a professional, HALIFAX CONSULTING has a general duty to provide information, guidance and warnings throughout the provision of the Products or Services, and shall:
- Help analyze the Client’s needs by asking for any information and/or document necessary for perfectly understanding the Client’s needs and expectations, as expressed in contractual documents, as well as any information and/or document necessary for providing the Products or Services;
- Suggest any alternatives to better fit the Products or Services to the Client’s needs;
- Promptly provide information to and warn the Client, in writing, about the consequences of any new or additional request or choice made by the Client; more generally, warn the Client about any event, known to HALIFAX CONSULTING, that is likely to affect the schedule, the aims pursued by the Client and, more generally, the commitments made by the Parties, including where such event can be attributed to the Client or a third party;
- ment that HALIFAX CONSULTING has not received and that is necessary for providing the Products or Services;
- Provide the Client with any useful information or document in connection with the Products or Services.
6. INTELLECTUAL PROPERTY
No Order, including any Subscription Order, will entail any transfer of intellectual, moral, economic rights or any other property right of any nature whatsoever to the Client, who will in any event only have a personal, limited, non-exclusive, non-transferrable and non-assignable right to use the works and the Data that they can access as part of the provision of the Product or Service, except — with specific consent — solely internally and for their own needs.
In principle, the license to use the Products or Services is non-exclusive, personal, single-station, non-assignable and non-transferrable. The Client shall use the Product or Service solely internally and for their own needs, and not in any event to provide services invoiced to third parties or to send messages on behalf of third parties. The Client shall not disclose the Data, in whole or in part, to any third party.
The Products or Services are and contain intellectual works protected by the French Intellectual Property Code, including, but not limited to, databases, software and multimedia works. Any creation, study or documentation developed by HALIFAX CONSULTING as part of the provision of the Products or Services will belong to HALIFAX CONSULTING and may be freely used by the Client as part of the provision that is the subject of these T&Cs.
The mutual disclosure of files, documents or data between the Parties does not in any way constitute a transfer of property of such files, documents or data on any grounds whatsoever. Accordingly, the receiving Party of any transmitted files, documents or data shall only use such files, documents or data as part of the provision of the Products or Services. Any other use is strictly forbidden, except with the prior written consent of the Party to which such files, documents or data belong.
Each of the Parties will remain the exclusive owner of its software, application software, databases, files, documents, tools, methods and knowhow used as part of the provision of the Products or Services.
The rights, granted to the Client, to use a Product or Service redistributed by HALIFAX CONSULTING may be set out in a license specific to each Product or Service. If so, the licence will be provided at the same time as the Product or Service. The Client shall read the licence before using the Product or Service and shall comply with its provisions. A license to use a Product or Service may limit the extraction of data by the Client.
HALIFAX CONSULTING shall obtain from any intellectual property right owners the economic rights and/or authorizations necessary for allowing the Client to use the relevant Product or Service.
The Client shall use neither the HALIFAX CONSULTING trademark, nor any trademarks of third-party products and services implemented or made available to the Client by HALIFAX CONSULTING, outside the context of the commercial relationship between the Parties.
The Client acknowledges that the Data contained in the Products or Services is legally protected and, in accordance with the aforementioned legal provisions, the Client shall not extract, reuse, store, reproduce, show, copy, download, share, sell, rent or keep, whether directly or indirectly, on any medium whatsoever, through any means or process and in any form whatsoever, all or a significant part — in terms of quality or quantity — of the Data and, more generally, of the content of the databases belonging to HALIFAX CONSULTING or used as part of the provision of the Products or Services. HALIFAX CONSULTING reserves the right to insert copyright traps (i.e. fictitious or erroneous data) to detect infringements. Except with specific consent in the Special Conditions, the Client shall not use the Data to provide services invoiced to third parties.
If the Client breaches the provisions of this article, HALIFAX CONSULTING reserves the right to suspend — without indemnity or prior notice — the Client’s access to the Products or Services, in whole or in part, and to initiate any proceedings before the competent jurisdictions, in order to stop any infringement and to compensate for the damage suffered.
7. PERSONAL DATA
The main purpose of HALIFAX CONSULTING’s Products and Services is not to process personal data. If HALIFAX CONSULTING collects personal data, the legal basis for the processing will be the performance of a contract, and HALIFAX CONSULTING shall process such data in compliance with the legislation in force and the General Data Protection Regulation (GDPR) in force since 25 May 2018. Any disclosure of personal data to HALIFAX CONSULTING by the Client will be expressly reported, performed in line with the legislation and may involve, whenever necessary, the conclusion of a specific agreement, such as terms and conditions of cocontracting or subcontracting of such data..
8. TERMS OF PROVISION OF THE PRODUCTS OR SERVICES
The Parties acknowledge that the provision of the Products or Services requires active and frequent cooperation between them.
Each Party shall, in all circumstances, act fairly toward the other.
Each Party shall use its best efforts to cooperate with the other throughout the provision of the Products or Services.
If any difficulty arises during the provision of a Product or Service, such cooperation requires that the Parties warn and consult each other as soon as possible to implement the best solution without undue delay.
The Client will make all necessary information and documents available to HALIFAX CONSULTING, ensure that a point of contact with the suitable skills and authorization is available, and read — in a timely manner — the documents that require the Client’s approval or opinion. The Client will have seven (7) days from the provision of such document to express, in writing, any comments it deems useful. In the absence of comments, the Client will be deemed as having approved the content of the document. Any misuse may immediately entail, by the sole operation of law, the temporary suspension of the Subscriptions and/or access to the Products or Services — without indemnity or prior notice — until the Client can provide a justification for the misuse. In the absence of a justification deemed valid by HALIFAX CONSULTING, the latter may terminate the Client’s Subscription by the sole operation of law and without prior notice, without prejudice to any damages that HALIFAX CONSULTING may claim, and the Client may not claim any indemnity or refund.
9. SUPPORT - MAINTENANCE
Such services will only be provided if they are explicitly mentioned in the Special Conditions or if a specific contract is concluded. However, for Products or Services relating to the Website and Software, support and assistance will be provided under the following terms:
9.1 HALIFAX CONSULTING shall provide the Client with first-line support via a specific helpline. In particular, such support will consist in helping the Client by answering questions and processing requests relating to the operation and use of the Website and Software.
9.2 The maintenance provided by HALIFAX CONSULTING will include the diagnosis and implementation of means to fix Anomalies of the Website and the Software.
Any request for modification, update or adaptation of the Software after its delivery, whether or not it is required by statutory or regulatory modifications affecting managed applications, will be quoted and invoiced separately.
9.3 HALIFAX CONSULTING shall provide support and maintenance services by phone or email on working days from Monday to Friday from 9am to 7pm.
10. RESPONSABILITY
The Client is responsible for carefully and precisely assessing their own needs, assessing the appropriateness of the Products and Services ordered to such needs, ensuring that they have the necessary skills for using the Products and Services and, where applicable, that their hardware configuration meets the minimum requirements. No software or IT product is ever completely free from errors — in particular, the software and files contained in the Products or Services. The Client is solely responsible for their use of the Products or Services; HALIFAX CONSULTING may not in any event be liable, on any grounds whatsoever, for or because of the consequences of such use. HALIFAX CONSULTING may not in any event be liable because of the characteristics of the Products or Services published by its partners or because of the consequences of the use of such Products or Services for which HALIFAX CONSULTING is only an intermediary and a distributor.
11. SUBCONTRACTING AND ASSIGNMENT
HALIFAX CONSULTING reserves the right to subcontract the hosting, processing, dissemination, invoicing or provision of the Products or Services, in whole or in part. In particular, the security of payments by debit card will be ensured by an accredited third-party provider. HALIFAX CONSULTING reserves the right to assign the Client’s Subscription or Contract to any third party; the Client may not request to terminate their Subscription or Contract solely because of such assignment.
12. NON SOLICITATION OF EMPLOYEES
The Client shall not recruit or hire in any way, directly or indirectly, through a third party or an affiliale company, any member of HALIFAX CONSULTING’s staff, even if such member did not take part in the provision of the Products or Services to the Client. This non-solicitation undertaking will be valid for the entire duration of the contractual relationship between the Parties and for one (1) year after the end of such relationship. If the Client violates this undertaking, the Client shall pay HALIFAX CONSULTING liquidated damages amounting to one (1) year of gross salary — including the relevant social contributions — of each staff member recruited.
13. DURATION - TERMINATION
The Products or Services will be provided according to the schedule set out in the Special Conditions. HALIFAX CONSULTING may terminate the Contract by the sole operation of law if the Client violates any of its obligations, in whole or in part, under these T&Cs and/or the Special Conditions. Such termination will occur by the sole operation of law and without any formality, except for a formal notice sent by registered letter with acknowledgement of receipt upon which the Client has failed to act within thirty (30) calendar days. The period of notice will start from the day of first presentation of such registered letter. If the Client terminates the Contract, the Client may under no circumstances claim any refund, in whole or in part, of the amounts already paid to HALIFAX CONSULTING on any grounds whatsoever.
14. INTERRUPTION OF THE MISSION
The dates agreed with the Client for working with our consultants are firmly booked. If the Client decides to interrupt or postpone the mission entrusted to HALIFAX CONSULTING, the Client shall inform HALIFAX CONSULTING in writing in a timely manner, pay the fees and expenses payable on the day of interruption, and pay liquidated damages according to the following scale:
- Postponement or cancellation announced at least 30 days worked before the session: no damages.
- Postponement or cancellation announced fewer than 30 days and at least 15 days worked before the session: the Client will be invoiced for 30% of the planned cost of the session.
- Postponement or cancellation announced fewer than 15 days before the session: the Client will be invoiced for 50% of the planned cost of the session.
15. NO RIGHT OF WITHDRAWAL IF THE CONTRACT IS CONCLUDED REMOTELY
The Client acknowledges that, as a professional, they may not invoke the provisions of the French Consumer Code – in particular, the provisions relating to consumers’ right of withdrawal. Likewise, if, under Article L 221-3 of the French Consumer Code:
- The Contract does not fall under the Client’s main business area and
- The Client employs five (5) or fewer people,
the Client acknowledges that, according to Article L 221-28 of the French Consumer Code, by subscribing to the Product or Service and if the provision of the Product or Service ordered by the Client from HALIFAX CONSULTING starts sooner than the statutory withdrawal period of 14 days from the day payment is received, at the time the Order is confirmed, the Client expressly waives their right of withdrawal.
Therefore, the Client expressly acknowledges and agrees that they do not have any right of withdrawal, regardless of their business area and number of employees.
16. FINANCIAL CONDITIONS
16.1. Prices
The prices of the Products and Services are stated in euro, exclusive of VAT, in the Special Conditions. VAT will be applied at the rate in force at the time the Order is placed. Every Order, regardless of where it is placed, must be paid for in euro.
16.2. Payment Terms
The Client shall pay the price of the Products or Services to HALIFAX CONSULTING according to the terms set out in the Special Conditions. Except as otherwise provided in the Special Conditions, the mission will only start if the Client pays — immediately and in full — an “acompte” (i.e. an advance payment binding the parties, who may not cancel the sale) amounting to 25% of the total price of the mission. The Client will then receive an invoice for the fees and expenses incurred at every step of the mission. If the Client asks HALIFAX CONSULTING to draw up invoices for several entities in connection with a given mission, the Client shall pay 40 euro per invoice as contribution to administrative expenses. The Client shall pay each invoice within 30 days from the day the invoice was issued. VAT will be applied, at the rate in force, to all our fees and expenses. Any payment that does not comply with these T&Cs may entail a late payment penalty corresponding to three times the statutory interest rate in force (French Law no. 2008-776 of 4 August 2008 on the Modernization of the Economy). In any event, sums paid in advance will not be “arrhes” (i.e. advance payments binding the parties that do not prevent them from cancelling the sale). If the Client fails to pay any invoice on time, in whole or in part, all invoices issued by HALIFAX CONSULTING to the Client will become payable immediately by the sole operation of law.
16.3. Late Payment
If the Client fails to pay on time, under Article L 441-6 of the French Commercial Code, late payment penalties calculated based on the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 (ten) percent, and a lump-sum indemnity for recovery costs of 40 (forty) euros, will become payable by the sole operation of law and without the need to remind the Client, without prejudice to HALIFAX CONSULTING’s right to request additional compensation to fully compensate for the damage suffered. Any late payment may also entail the suspension of the Product or Service.
16.4. Retention of Title Clause
Property will only be transferred after the Products or Services, prices and ancillary costs have been paid for in full, on the understanding that the Client shall bear all related risks from the delivery of the Products or Services. If the Client fails to pay for the Products within the allotted time, and after HALIFAX CONSULTING has sent a formal demand for payment upon which the Client has failed to act, HALIFAX CONSULTING reserves the right to take back the Products — if necessary, through a judge competent in summary proceedings. n the event of a tax adjustment or compulsory liquidation of the Client, HALIFAX CONSULTING may, at its sole discretion, invoke the provisions of Article 121 of the French Law no. 85-98 of 25 January 1985. The Parties expressly agree that placing any Order implies the acceptance of this Retention of Title Clause.
17. CONFIDENTIALITY
The Parties shall, by way of confidentiality clause, for the entire duration of the Contract and without limitation as to duration after the Contract has been terminated, on any grounds whatsoever, maintain the strictest confidentiality. In particular, the Parties shall neither disclose, nor allow members of their staff to disclose, whether directly or indirectly, any information, knowledge or knowhow whatsoever, including any prices and, more generally, their operational arrangements, to which they might have access as part of the provision of the Products or Services, except to a third party under the same obligation to keep confidential any document or information where the disclosure to such third party is necessary for providing the Products or Services. This undertaking will not apply to any document, information, knowledge or knowhow (i) that has fallen into the public domain, (ii) that was already in the receiving Party’s possession at the time of disclosure by the other Party, or (iii) whose disclosure is necessary under a special regulation or under an administrative or court order.
18. LIABILITY AND INSURANCE
18.1. Liability
HALIFAX CONSULTING shall perform its obligations with due care and according to the standard practices of the profession. To this end, HALIFAX CONSULTING is only bound by a best efforts obligation with regard to all of its obligations. HALIFAX CONSULTING may not be liable for any mistake, negligence, omission or failure on the Client’s part, or for any damage resulting from errors in the documents or information provided by the Client. HALIFAX CONSULTING may not be liable, on any grounds whatsoever, for any physical injury or for any damage to tangible or intangible property resulting from its involvement as part of the provision of the Products or Services, except if the Client can prove the existence of a causal relation between the alleged damage and a fault on HALIFAX CONSULTING’s part. HALIFAX CONSULTING may not in any event be liable for any indirect damage including, but not limited to, any loss of profits or turnover expected by the Client; commercial or financial damage; increase of business expenses; consequence of a remedy from a third party; bad debt; loss of goodwill; missed opportunity; and, more generally, any damage of a commercial nature, damage to its reputation or other loss. Any legal proceedings initiated by a third party will be an indirect damage and fall outside the scope of HALIFAX CONSULTING’s liability. In any event, if HALIFAX CONSULTING is liable on any grounds whatsover, the total amount of the damages to be paid by HALIFAX CONSULTING — on all grounds — may not exceed the sale price of the Product or Service, exclusive of VAT. Regarding Products or Services provided online, HALIFAX CONSULTING may not be liable for any technical incidents occurring on networks that it does not control (telecommunications, electricity, Internet or banking service providers, etc.). HALIFAX CONSULTING may not be liable for any damage (i) resulting from a force majeure event — in the general sense of the term — or from any causes beyond its control, or (ii) that does not directly result from any fault on its part, in particular in case of interruption and/or temporary unavailability of the networks used to access the Products or Services provided online by HALIFAX CONSULTING.
18.2. INSURANCE
HALIFAX CONSULTING states that it has taken out insurance with a reputable insurance company to cover any risk that may be incurred during the performance of its obligations as part of the provision of the Products or Services.
19. INDEPENDENCE OF THE PARTIES
The Parties expressly agree that the Contract does not appoint, nor may be construed as appointing, either Party as a representative, commercial agent, legal representative or servant of the other Party, for any purpose whatsoever; nor is it a consortium, syndicate, joint venture or partnership agreement. The Parties acknowledge and state that they are and shall remain, for the entire duration of the Contract, independent professionals and business partners, and shall each bear the risk incurred by its own business.
20. SEVERABILITY
If one or more provisions of the T&Cs turn out to be invalid or unenforceable under any law or rule or as a result of any court order or arbitration award, the other provisions will retain their full force and effect and the T&Cs should be modified accordingly.
21. UNFORESEEABILITY
The Parties agree to preclude the application of Article 1195 of the French Civil Code.
22. WAIVER AND TOLERANCE
Waiver: If either Party does not invoke one or more provisions of the Contract, such Party will not be deemed as having waived the right to invoke all of the provisions of the Contract. Tolerance: If either Party tolerates any non-performance or misperformance of the Contract or, more generally, any act, failure to act or omission by the other Party that does not comply with the provisions of this Contract, the other Party should not be granted any right on account of such tolerance.
23. DISPUTES AND COMPETENT JURISDICTION
The Contract, the T&Cs and the Special Conditions are governed by, and are to be construed and implemented according to, French law. If a dispute arises between the Parties regarding the interpretation, validity, performance or termination of the Contract, the T&Cs or the Special Conditions, the Parties shall use reasonable endeavors to seek an amicable settlement. The Party that considers itself injured shall make its claim known to the other Party by email or by registered letter with acknowledgement of receipt. If, within eight (8) days after the email or the registered letter with acknowledgement of receipt has been sent, the Parties have not reached a settlement, the dispute will fall within the exclusive jurisdiction of the VERSAILLES COMMERCIAL COURT, including in the event of multiple defendants, a summary procedure or the introduction of third parties.