GENERAL TERMS AND CONDITIONS OF SALE
GENERAL TERMS AND CONDITIONS OF SALE
ARTICLE 1: OBJECT
These general terms and conditions of sale apply to the sale of all services offered by companies belonging to the OUTSOURCIA Group. The purpose of these clauses is to define the general conditions governing the performance of the Services and form an integral part of the contractual provisions agreed between the Parties, without the Customer's signature being required for them to be effective.
As for the provisions not covered by these general terms and conditions of sale, the Parties shall refer to the Contract. In the event of any conflict between the provisions hereof and those of the Contract, the latter shall prevail.
It is up to each customer to read the clauses hereof before placing an order. These general terms and conditions of sale are available on the OUTSOURCIA group's website www.groupe-outsourcia.com, they are also attached to our offers or can be delivered on simple request by phone, fax, e-mail or mail.
As a result, any order placed by the Customer implies acceptance of these general terms and conditions of sale, unless otherwise agreed between the Parties and evidenced by the signature of a Contract
ARTICLE 02: DEFINITIONS
When used in the body of these general terms and conditions of sale with a capital letter, the terms below, whether they are used in the singular or the plural, shall have the following meanings :
• Resource or Agent: Personnel employed by the Service Provider assigned to perform the SERVICES.
• Purchase Order: document signed by the Parties detailing the services to be performed by the Service Provider as well as the price conditions
• GTCS: these general terms and conditions of sale which form an integral part of the contractual provisions entered into between the Parties.
• Contract: the service contract concluded and signed between the Service Provider and the Customer, setting out the general and special conditions that apply to the Services.
• Production Hours: the production hour allocated to the operation including treatments, Individual and collective debriefing and legitimate breaks during working hours. It should therefore be stressed that production hours do not include absences, late arrivals, holidays or paid leave.
• Act: means calls, emails, data entry or any mission entrusted to the Service Provider by the Customer that can be quantified from a reliable and secure tool for the Parties.
• Indicators: are made up of both quantitative and qualitative objectives that are contractually determined allowing the Parties to analyze and monitor the implementation of the Services.
• Party: The Customer or the Service Provider and hereinafter collectively referred to as the Parties
• Services: include all services and processing operations carried out by the Service Provider on behalf of the Customer, as described in the Purchase Order or in the specific terms of the Contract.
ARTICLE 03: SERVICE PROVIDER'S OBLIGATIONS
The Service Provider undertakes to perform the Services for the benefit of the Customer, while fulfilling the obligation of result that requires the satisfaction of the performance and quality Indicators provided for in the Contract.
The Service Provider, who declares to be fully aware of the Customer's needs, undertakes to take all the necessary measures to ensure the timely implementation of the means and actions required to perform the Services. The Service Provider is subject to a general obligation of information, advice and warning. To this end, the Service Provider shall make available to the Customer its know-how, methods and knowledge, materialized by the intervention of its staff, its supervision and its materials. To ensure close collaboration, the respective focal points of the Parties will be specified in the Contract.
The Service Provider undertakes to exercise the care and diligence, that a high-level professional would exercise in comparable circumstances, in the performance of the Services and to provide the Customer with services of the highest quality. However, the Service Provider's liability shall be limited to the extent that the damage suffered by the Customer was caused by the gross negligence or wilful misconduct of the Service Provider's employees.
ARTICLE 04: CUSTOMER'S OBLIGATIONS
The Customer shall provide the Service Provider with the necessary processing procedures and all information that may contribute to the proper performance of the Services. To this end, each of the Parties shall designate respectively two privileged interlocutors to maintain continuing dialogue during the various stages of the contracted mission.
The Customer shall undertake to make all the declarations provided for by the legal and regulatory provisions in force arising from the Contract with the relevant regulatory authorities (the CNIL, the regulatory authority in charge of copyright, etc.). The Service Provider shall not be concerned about the regularity of these declarations except for those incumbent upon it in its capacity as a Service Provider.
ARTICLE 05: ARRANGEMENTS FOR ORDERING
The agreement between the Parties is formalized through the signing of the Purchase Order and/or the Contract.
The Parties agree to specify that the signature of the Purchase Order constitutes the starting point of the contractual relationship between the Parties. As such, the Service Provider may start the processing upon the actual signature of the Purchase Order.
Order Cancellation:
Any order cancellation on the initiative of either Party shall be effective only after sending a letter with acknowledgment of receipt subject to a notice period specified in the Contract or, failing that, a 3 months' notice
Furthermore, all Services performed during the notice period under the Purchase Order or the Agreement shall be due by the Customer.
The cancellation of an order shall systematically result in the application of the provisions on the obligations at the end of the Contract provided for herein.
ARTICLE 06: ARRANGEMENTS FOR PERFORMING THE SERVICES- SERVICE PROVIDER'S AUTONOMY
To perform the services required under this Contract, the Service Provider alone implements the necessary organization to guarantee the management and the quality of its Services and their sustainability by assigning the necessary human and technical resources :
- Agents with the right profile
- Supervision of the production platform
- Training team providing induction and in-house trainings
- IT technical support
- Communication tools necessary for the daily relationship between the Customer and the Service Provider
In case of modification of the Services, the Customer shall undertake to notify the Service Provider within a reasonable period of time prior to the implementation of the said modification and shall, where appropriate, provide the Service Provider with the necessary means to perform its SERVICES.
For its part, the Service Provider undertakes to reduce the time required to implement this modification to a strict minimum. Unless otherwise agreed between the Parties, the said modifications must be the subject of a duly signed amendment to be effective.
Furthermore, in the event that the Service Provider or its staff are required to travel, they shall comply with the rules set forth in the Customer's internal regulations when visiting any of the Customer's facilities or sites, as well as any company or facility where the Services are planned to be performed.
The Parties agree that the Service Provider and its staff are not, under any circumstances, assimilated to the Customer's staff and integrated into its working community. Consequently, the Service Provider and its staff are not entitled to the salary benefits and customer’s resources made available to its staff.
The Service Provider undertakes to perform the Services on behalf of the Customer, only with employees who are legally employed in the country where the Service is performed.
ARTICLE 07: ARRANGEMENTS FOR MONITORING THE SERVICES
Activity will be monitored based on the Indicators contractually defined in the Contract.
The Service Provider shall provide the Customer with a comprehensive report on the performance of the Services entrusted to it, so that the Customer can carry out a quantitative and qualitative control of its activity. The frequency of submission of such reports shall be defined according to the nature of the Services and the terms and conditions agreed between the Parties.
The Service Provider shall immediately notify the Customer by email and call of any anomalies or technical problems that it can identify in order to allow the Customer to make the necessary corrections in a timely manner
ARTICLE 08: FINANCIAL CONDITIONS
The pricing conditions are defined based on the nature of the Services and are described in detail in the Purchase Order and the Contract signed by the Customer.
• 8.1 Review of Rates
Rates shall be revised on January 1 of each year, subject to the agreement of the Parties, by applying the following formula: P1 = P0 x (S1/S0)
Where
P1 = Revised Price
P0 = Original price
S0 = SYNTEC index used as at the original contractual date
S1 = SYNTEC index published on the date of the revision.
• 8.2 Invoicing and Payment
The invoice associated with set-up fees and training is issued upon signature of the Purchase Order. It shall be payable upon receipt.
Invoices for Services shall be issued on a monthly basis by the Service Provider on the last business day of the production month in question in order to reflect the real activity of the past month.
Payment may be made by bank transfer or by check, according to the contact details provided by the Service Provider in the Contract or in the related invoice, within Thirty (30) calendar days from the date on which the invoice is issued.
In the event of non-payment within the above-mentioned period and after a formal notice has been sent by letter with acknowledgement of receipt and has remained without effect for a period of fifteen (15) days, late payment interest calculated on the amount of the unpaid invoice on the basis of three (3) times the legal interest rate rounded up to the next unit will be due.
All services performed by the Service Provider that are not provided for in the Purchase Order, the Contract or any amendments thereto shall be subject to the issuance of a quotation by the Service Provider and the express acceptance of the corresponding quotation by the Customer, as well as to the signature of the related amendment, prior to their performance.
In the event that an invoice is not paid when due, the Service Provider shall reserve the right to suspend the Services covered by this Contract, after notice of default remaining without cure for thirty (30) days, without such suspension being deemed to be a termination by the Service Provider.
ARTICLE 09: RESPONSIBILITY
Each party shall be responsible for performing its obligations under this Contract. In particular, the Service Provider shall undertake to implement all the means necessary for the performance of the Services described in the Contract and shall be bound by an obligation of result, based on the objectives and quality of service set out herein.
The Service Provider shall bear all the financial consequences of bodily, material and/or immaterial damages suffered by its staff during the performance of the Services.
The Service Provider cannot, under any circumstances, be held liable for any indirect damages of any kind. In addition, the liability of the latter is involved within the limits of the coverage of its professional liability insurance.
ARTICLE 10: INSURANCE
The Service Provider and, where applicable, its subcontractor, declare that it holds an insurance policy covering its professional civil liability in the performance of the Contract with a reputably solvent insurance company. It also undertakes to provide the Customer, at the latter's request, with the corresponding certificates.
ARTICLE 11: INTELLECTUAL PROPERTY
The Customer shall provide the Service Provider with the necessary support and documents that the Latter may require for the performance of the Services.
The Customer shall make available to the Service Provider all information and data necessary for the performance of the Services, it being understood that the Customer shall remain the owner of such information and data, and that such provision shall not in any way be deemed to confer upon the Service Provider any intellectual property rights in respect of such information and data.
Each Party retains exclusive ownership of the trademarks, patents, software, designs, know-how and information belonging to it, whether developed or acquired prior to the entry into force of this Contract or outside its framework. Accordingly, nothing in the Contract shall be construed as explicitly or implicitly granting any such intellectual property or other right by either Party to the other Party.
All documents produced as well as the results (discoveries, improvements, adjustments, software creations, inventions, whether patentable or not, etc.) obtained under this Contract, are and shall remain the exclusive property of the Customer as and when they are produced, without territorial or time limitation
The Service Provider shall undertake to hand over to the Customer the said documents and/or results and, if applicable, the source codes, as and when the Services are performed and on the dates indicated by the latter.
ARTICLE 12: CONFIDENTIALITY
The Service Provider undertakes to treat as strictly confidential, both within its own organization and with respect to third parties, any Confidential Information transmitted to it by the Customer, irrespective of the medium used for such transmission (paper, computer media, oral transmission, etc.) or the form of such transmission, or which it may have obtained or otherwise become aware of in connection with this Contract. To this end, the Service Provider undertakes to :
• Use the Confidential Information only for the sole purpose of performing the Contract and only to the extent strictly necessary.
• Take all the necessary precautionary and protective measures to preserve the confidentiality of the Confidential Information and to prevent access by unauthorized persons;
• And to disclose or reproduce the Confidential Information only to those persons who will require access to such Confidential Information in order to fulfill the obligations of the Service Provider under the Contract, or who have standing to know it under this Contract.
Upon expiry of the Contract, the Service Provider and its employees shall return to the Customer, for whatever reason, the following items:
- if applicable, the words, codes and access keys to the machines and computer software that had been assigned to them,
- And, more broadly, all documents, computer-readable media, reports that will have been given to them by the Customer or by its representatives, including any copies that may have been made.
This Article shall not apply to « Confidential Information »:
- Which was in the public domain at the time of its disclosure or has fallen into the public domain without any breach of the Contract.
- That the Service Provider could prove that it was in its possession prior to the effective date of the Contract.
- That results from internal developments conducted by the Service Provider without the use of confidential information as defined in this article.
- Which are disclosed to the Service Provider or its employees or associates by third parties hereto without any breach of this article,
- Which is disclosed with the prior written consent of the Customer.
In all cases, the Service Provider shall guarantee compliance with this confidentiality commitment by all persons having knowledge of the Confidential Information.
Unless otherwise agreed between the Parties, this confidentiality obligation shall remain in full force throughout the term of the Contract and for 3 (three) years after its end date.
ARTICLE 13: NON-EXCLUSIVITY CLAUSE
The Customer and the Service Provider are not bound to any exclusivity with respect to the other Party. Indeed, each Party remains, without reservation, free to enter into negotiations with other service providers or customers.
ARTICLE 14: PROTECTION OF PERSONAL DATA
The Parties declare that they comply with the legal and regulatory provisions on the protection of personal data applicable in France, in accordance with the General Data Protection Regulation 2016/679 of 27 April 2016 repealing Directive 95/46/EC (hereinafter "Regulation").
In this respect, the Service Provider shall describe in the PDP Appendix (hereinafter « Personal Data Protection Annex ») of the Contract, the technical and organizational measures deployed in accordance with the Regulation.
The Service Provider warrants to the Customer that the personal data to which it has access during the performance of the Services shall be stored and processed in accordance with the provisions laid down in the PDP Appendix.
The Service Provider shall undertake to implement the physical and computer means required to preserve the security and integrity of the personal data to which it has access in the performance of its Services, in order to prevent it from being distorted, damaged or accessed by unauthorized third parties. The duration of the storage of the said data in our databases shall be defined by the Parties in the aforementioned appendix, which shall prevail in case of any inconsistency with the provisions hereof.
ARTICLE 15: NON-SOLICITATION OF STAFF
The Parties undertake a duty of mutual loyalty and, as such, expressly prohibit each other, directly or indirectly, for any reason whatsoever, and in any manner whatsoever, from recruiting, contacting or using the service and employees who have collaborated or are collaborating with the Customer or the Service Provider, except with the express prior consent of the other Party.
In the event that one of the Parties fails to comply with this obligation, it undertakes to compensate the other Party by paying it a lump sum indemnity equal to six times the last gross monthly salary of the employee who was dismissed.
ARTICLE 16: ENTRY INTO FORCE - DURATION OF THE CONTRACT
The Contract shall enter into force as from the date of signature of the Purchase Order and the actual implementation of the Services. Its duration shall be defined according to the nature of the Services to be rendered and shall be specified in the Contract. Depending on the nature of the Services, a test period may be set by the Parties, in accordance with the particular conditions set out herein.
ARTICLE 17: TERMINATION OF THE CONTRACT
In the event of a breach by either Party of any of its obligations under the Contract, the other Party may, sixty (60) days after sending a written letter with acknowledgement of receipt inviting it to remedy the breach, which has remained without effect, terminate the Contract as of right and without legal formalities, without prejudice to any damages to which it may be entitled as a result of such breach.
The Contract may also be terminated by mutual agreement between the Parties or in the event of non-payment by the Customer of the Service Provider's invoices sixty (60) working days after a formal notice to pay sent by registered letter with acknowledgement of receipt.
ARTICLE 18: OBLIGATIONS AT THE END OF THE CONTRACT - REVERSIBILITY GUARANTEE
• Principle
The Service Provider undertakes, under the conditions defined below, to ensure the reversibility of the Services rendered in order to allow the Customer to easily resume or have resumed by a third party designated by it, the provision of the said Services and this, under the best conditions possible. The conditions of such reversibility shall be in accordance with the state of the art and negotiated between the Parties.
To this end, the Service Provider undertakes, for its operating site, except with the prior written consent of the Customer, to implement only hardware and/or software solutions which must be easily portable, i.e. they must be able to be transferred to another computer site without difficulty.
• Information for transfer
In case of contract termination, for whatever reason, the Customer shall be entitled to obtain from the Service Provider, at any time and within a period of seven days, the information necessary to prepare for reversibility.
• Items to be transferred
On the date of termination of the Contract, for any reason whatsoever, the Service Provider shall make available to the Customer, the following items:
-The data on magnetic media, as well as the files and results of the Customer's processing, the operational documentation in its latest version and all maintenance documentation.
- And more generally, any document and/or element which would have been made available to the Service Provider by the Customer.
ARTICLE 19: SUBCONTRACTING
The Service Provider agrees not to subcontract the Services, whether in whole or in part, and not to transfer the Contract without the prior written consent of the Customer. Failing this, the latter shall be entitled to terminate the Contract without any compensation for the Service Provider.
In this respect, and with the Customer's express authorization, the Service Provider may be required to perform the Services in one of its subsidiaries or branches. Where applicable, the Service Provider undertakes to comply with the legal and regulatory provisions in force for the implementation of the Services abroad and in particular in countries outside the EU.
It is specified that in accordance with Article 15 hereof and the Personal Data Protection Appendix, the Service Provider shall ensure that the said subsequent subcontractor provides the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures in such a way that the processing of personal data meets the requirements of the European Data Protection Regulation. If the subsequent subcontractor fails to fulfill its data protection obligations, the Service Provider shall remain fully liable to the Customer for the other subcontractor's performance of its obligations.
ARTICLE 20 : CONTRACT CIRCULATION
It is agreed between the Parties that the Service Provider, provided that it informs the Customer, is duly authorized to freely assign all or part of the Contract to any company and/or partner with which the Service Provider has a direct or indirect shareholding and/or management relationship.
In addition, any change in the shareholding and/or management structure of either Party during the term of this Contract shall not be considered as a ground for terminating it.
ARTICLE 21: FORCE MAJEURE
Neither Party may be held liable for any breach of its obligations under this Contract, if such breach results from a governmental decision, including the withdrawal or suspension of authorizations granted to the Customer, fire, state of declared war, civil war, terrorist acts or national strike, and more generally, any other event of force majeure having the characteristics defined by the case law of the Court of Cassation.
Where for reasons of force majeure, one of the Parties cannot fulfill its obligations under this Contract, the affected Party shall immediately notify the other Party of the occurrence of an event of force majeure. The Parties shall then endeavor to take the appropriate measures to mitigate the consequences of the event. However, if the event persists for more than one (1) month, the Contract may be terminated by the most diligent Party, without any compensation being due by it to the other Party in this respect.
ARTICLE 22: UNILATERAL MODIFICATIONS AND UPDATES
Unless otherwise provided for in the Contract. Any modification made to the Contract must be the subject of an amendment duly signed by the Parties to be effective,
However, these general terms and conditions of sale may be the subject of unilateral modification, particularly for the purposes of update, depending on the evolution of the services proposed by the Service Provider.
In this context, the Service Provider shall undertake to inform the Customer of the new version of these general terms and conditions of sale, at the latest within 15 days following their modification. The version of the GTCS applicable to any transaction is the one that appears on the Service Provider's website at the time of placing the order.
In any case, In the event of any inconsistency between the new provisions and those of the Contract, the latter shall prevail.
ARTICLE 23 : CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Customer agrees to respect and enforce the Service Provider's commitments in terms of ethics and sustainable development as stipulated in the CSR Charter attached hereto.
Any violation of the provisions of this article shall constitute a serious breach of this contract, entitling the non-defaulting party to suspend and/or terminate the Contract to the exclusive fault of the defaulting party, in accordance with the terms and conditions set forth in the Contract.
ARTICLE 24: COMPLIANCE AND VALIDITY
In the event of a change or evolution of the legal, administrative and regulatory provisions in force, all existing contractual provisions between the Parties will need to be brought into conformity and amended, without this being considered as a cause that could justify the termination of the Contract.
Should one or several provisions herein are declared invalid or unenforceable, in application of a law, regulation or following a final decision by a competent court, such provision shall be deemed severable from the Contract. The other provisions of the Contract shall be considered valid and shall remain in force, unless one of the Parties demonstrates that the provision deemed invalid is of an essential and decisive nature without which it would not have entered into this Contract.
ARTICLE 25: APPLICABLE LAW
The Contract shall be governed by the legal and regulatory provisions in force in France.
ARTICLE 26: SETTLEMENT OF DISPUTES - ATTRIBUTION OF JURISDICTION
The Parties shall endeavor to amicably resolve any dispute that may arise between them in connection with the interpretation or performance of this Contract.
If an amicable agreement cannot be reached, any dispute regarding the conclusion, interpretation, performance or termination of the Contract shall be submitted to the exclusive jurisdiction of the Commercial Court of Paris, whether for emergency or protective summary proceedings or by petition, even in the event of an incidental claim, multiple defendants or a warranty claim.
ARTICLE 27 : MISCELLANEOUS PROVISIONS
The fact that one of the parties does not call on a failure by the other party in complying with any one whatsoever of the obligations mentioned in this Contract may not be construed as a waiver of the obligation in question.
Any notice between the Parties, pursuant to or in connection with the Contract, shall be in writing and sent by registered letter with acknowledgment of receipt.
The Contract shall not create an association or company between the Parties. Without prejudice to the provisions to the contrary provided for in the Contract, each Party shall be solely liable to third parties for the commitments it has entered into.
ARTICLE 28: ENTIRE CONTRACT
The contractual relationship between the Parties is governed by the following contractual documents, listed in order of priority and in a decreasing order of preference:
- The Signed Purchase Order(s);
- The Contract, its annexes and any potential amendments;
- These general terms and conditions of sale
All of these documents constitute the entirety of the commitments existing between the Service Provider and the Customer. To this end, and for all provisions not provided for in these GTCS, the Parties shall refer to the Contract. In the event of any conflict between the provisions hereof and those of the Contract, the latter shall prevail.
The Parties agree to recall that the Contract may only be modified by a written amendment duly signed by both Parties.
ARTICLE 29: AGREEMENT ON PROOF
The parties specifically agree that the Contract in PDF "Portable Document Format" format, published in its final version and signed by both Parties, constitutes an original document perfectly valid between them.
Also, the Parties acknowledge and agree that the Contract in PDF format has the same probative value as a written document on paper in accordance with Article 1316-3 of the Civil Code and may be validly opposed between them.
Outsourcia, a simplified joint-stock company with a share capital of € 245 000, whose head office is located at 23, Rue Lavoisier - 27000 Evreux, FRANCE
Phone number: 01.76.60.21.80 – Fax number: 01.72.71.84.80 - Trade and Companies Register: EVREUX 448 579 326 – SIRET number 448 579 326 00035
Inter-community VAT : FR51448579326
Version of April 29, 2021