General Terms of Conditions of Services

In French

Article 1 – SCOPE OF APPLICATION

These general terms and conditions of services (the « General Terms and Conditions ») apply to the following services (the « Services ») provided by the Service Provider to any professional client wishing to benefit from them (the « Client »):

– Audits, advices and support in the fields of occupational safety and health and environmental protection, e.g.:

• Assistance to the Designated Health and Safety Officer (Luxembourg)
• Legal expertise in the field of safety, health at work and environmental protection (Luxembourg)
• Advisor in occupational Risk Prevention (IPRP in France)
• Carbon Footprints,
• and continuous professional training in EHS matters.

The main characteristics of the Services are set out on the ehs3frontieres.eu website .

Any order for Services implies, on the part of the Client, the prior acceptance without restriction or reservation of the General Conditions, of which the Client acknowledges having read.

The General Conditions are applicable notwithstanding any stipulation to the contrary appearing in any documents issued by the Client, and in particular in its general terms of purchase.

The General Terms and Conditions are applicable subject to any stipulation to the contrary contained in the order form or in any special conditions concluded between the Service Provider and the Client concerned.

Article 2 – ORDERS

Each order for Services gives rise to a detailed quotation, valid for 3 months from the date of its creation.

The order is final upon acceptance and signature of the quotation by the Client, the latter then becoming the order form. Alternatively, a document specific to the customer and/or an email confirmation can be used as the Purchase Order.

The order form, the nature of the Services and the way they are to be performed may not be changed without the Provider’s prior written consent.

If the Client cancels a confirmed order, for any reason whatsoever, and without prejudice to any additional damages:

• any deposit paid by the Customer at the time of the order shall be retained by the Service Provider and shall not be refunded;
• in the absence of a deposit, a sum corresponding to 30% of the total price excluding taxes of the Services will be due to the Service Provider and invoiced to the Client.

Article 3 – PRICING CONDITIONS

The Services are provided at the Provider’s price in force on the day of the signature of the order form, expressed in euros excluding taxes.

If the price cannot be determined in advance, the price of the Services is determined in the order form according to the nature of the Services, the level of competence and expertise required and the number, qualification and experience of the necessary personnel.

In case of a fixed price, the fees for the Services and/or hourly billing rates applicable at the date of submission of the offer are set out in or attached to the offer.

Unless otherwise provided for in the price quotation, the price may be revised during the performance of the Services in accordance with the provisions of Article 1195 of the Civil Code.

This applies in particular to assignments lasting more than 3 months.

In case of an order for services performed for a Luxembourg company, the fees will be adapted to the sliding scale of salaries published by STATEC (rate in force on April 1, 2023: 921.40)

Furthermore, the Service Provider reserves the right to modify its prices at any time for any Services that are subscribed to after an initial order.

Any change in prices resulting from an increase in value added tax or the creation of any new tax based on the price of the Services will be immediately and automatically applied.

Any price reductions, discounts and rebates may be applied to the Services under the conditions set out in the Appendix or in any other document communicated to the Customer.

In the event of a promotional rate, the Service Provider undertakes to apply this rate to all orders placed during the promotional period.

Costs incurred in the performance of the Services may be recharged to the Client (travel costs, accommodation, disbursements, etc.) as agreed by the parties and set out in the order form, if applicable.

Article 4 – BILLING AND PAIEMENT CONDITIONS

In accordance with the terms of the Purchase Order, a deposit of 30% of the total price of the Services may be payable to the Client on the date of signature of the Purchase Order, the balance being invoiced and payable on completion of the Services.

The Services are invoiced, and the price is due in full and payable in one instalment within 30 days end of month from the date of issue of the invoice.

In the case of successively performed services, the Services are invoiced, and the price is due and payable at the end of each month in which the Services are provided. Invoicing shall be carried out according to the progress of the services, respectively the time spent.

The following method of payment may be used:

• Bank transfer.

In case of early payment by the Client, no discount will be applied. Under no circumstances may payments be suspended or offset without prior written agreement between the Service Provider and the Client. Any unilateral suspension, deduction or set-off by the Client shall be treated as a default in payment and shall entail all the consequences of late payment.

In the event of late payment of any of the due dates, the Service Provider reserves the right, without any compensation being due to the Client, to:

• demand immediate payment of all sums due for the Services, such sums becoming immediately payable regardless of their initial due date;
• refuse any new order or require for any new order a cash payment or a guarantee for the good execution of the commitments;
• to charge any partial payment first to the non-preferential part of the debt and then to the sums which are due the earliest;
• reduce, suspend or cancel the Services in progress, 30 days after the Service Provider has served formal notice to the Client without effect;
• apply, without prior notice, to all sums due, from the first day of delay until full payment, late payment penalties calculated at the rate referred to amended law of April 18, 2004 relating to payment deadlines and late payment interest (and its implementing Grand-Ducal regulations as well as the publications of interest rates applicable to commercial transactions on Memorial B); and/or
• demand payment of a fixed indemnity of €40 for collection costs, for each invoice paid late, and payment of an indemnity equal to 10% of the sums still owed, without prejudice to compensation for any damage actually suffered.

Regarding training, late withdrawals by the client (less than 15 days before the scheduled date) may be subject to a flat rate billing of €250 per day of training and participant. The possibility of replacing one participant with another is maintained until the day of the training, at no additional cost.

Article 5 – TERMS AND CONDITONS OF PROVIDING THE SERVICES

The Service Provider declares that it has the necessary skills, experience and resources to provide the Services and will assume full responsibility for both the performance of the Services and the organisation of the work of its staff, if any.

The Service Provider shall provide the Services in good faith and shall take all reasonable care in the performance of its obligations under these Terms and Conditions, in compliance with all applicable laws and regulations and the rights of third parties.

In particular, the Service Provider undertakes to:

• to take all the care required by professional diligence and market practice in the performance of the Services;
• to implement or make available the appropriate means for the execution of the Services;
• in the absence of immediate execution of the Services, use its best efforts to ensure compliance with the timeframe or indicative timetable set out in the order form.

The Contractor shall provide the Services at the location agreed with the Client in the Purchase Order. If the Service Provider provides the Services at the Client’s premises, the Service Provider shall comply with, and shall cause its personnel to comply with, reasonable standards of security and health, safety and confidentiality procedures applicable to such premises.
The Contractor shall cooperate actively and in good faith with the Client in all matters relating to the proper performance of the Services and shall immediately inform the Client of any difficulties or disputes arising during the performance of the Services.
The Service Provider shall provide the Services on an independent and autonomous basis.

Neither the Service Provider nor its officers or employees shall claim to be agents, subcontractors or employees of the Client and shall not have the power or authority to make decisions, commitments or enter into contracts in the name of and on behalf of the Client in any manner whatsoever, except as may be authorized in writing by the Client.

The Service Provider shall be liable for the taxes, social security contributions or penalties inherent in its activity as a self-employed professional, shall complete all formalities inherent in this status, and shall comply with the legal and regulatory obligations incumbent upon it regarding the employment and remuneration of the staff required to provide the Services.

The Service Provider undertakes in particular to provide at the Client’s request following documents: an extract from the Luxembourg Business Register less than 6 months old and a certificate of provision of social declarations and payment of social security contributions from Luxembourg CNS.

The Service Provider shall inform the Client in advance in writing of any assignment or action that may create a conflict of interest, so that the parties can determine by mutual agreement the decisions to be taken and measures to be implemented to protect the Client’s interests.

Article 6 – OBLIGATIONS OF THE CLIENT

The Client shall cooperate actively and in good faith with the Service Provider in all matters for the proper performance of the Services.

In particular, the Client shall provide complete, accurate and truthful information and documents and shall make such decisions as are reasonably necessary within the time required for the performance of the Services. The Service Provider shall be entitled to use any information provided by the Client for the purpose of performing the Services or obtained through public information sources generally considered reliable and to assume, without liability, that such information is true, accurate, fair and complete and does not contain any inaccuracies or deficiencies that could affect its significance.

The Client is required to appoint a representative who is available and has the power of decision and who will be the main contact for the Service Provider in the management of their relationship in respect of the performance of the Services.

The Client may not change the nature of the Services or the way in which they are provided during the performance of the Services, unless the Service Provider gives its prior written consent.

The Client undertakes to inform the Service Provider immediately of any difficulties, reservations or disputes arising during the performance of the Services, in order to enable an amicable settlement of the situation.

The Client shall pay the price for the Services in accordance with the terms and conditions set out herein.

Article 7 – COMPLIANTS

In the event of non-performance or defective performance of the Services, the Client shall
notify the Service Provider and express its grievances, reservations and relevant evidence within thirty (30) calendar days from the date of knowledge thereof, in order to allow the parties to make their best efforts to reach an amicable settlement of the situation within thirty (30) calendar days of the Client’s initial notification.

In the event of failure to reach an amicable settlement under the above conditions and in the event of sufficiently serious non-performance by the Service Provider, the Client may terminate the General Terms and Conditions in accordance with the conditions set out in Article 13 and, where applicable, obtain damages from the Service Provider to compensate for the loss suffered, the Client waiving in advance the right to seek compulsory performance in kind of the Services by the Service Provider or a third party or a proportional reduction in the price, in express derogation of the provisions of Articles 938 of the Luxembourg Civil Code.

Article 8 – LIABILITY OF THE PROVIDER

The Service Provider is bound by an obligation of means for the provision of the Services.
The Service Provider shall not be held liable:

• in the event of a breach of any obligation resulting from a fortuitous event or an event of force majeure within the meaning of Article 1147 and 1148 of the Civil Code, including, but not limited to, unforeseeable events such as strikes, work stoppages, social unrest, factory closures, floods, fires, production or transport failures not resulting from its own actions, supply disruptions, wars, riots, insurrections, and more generally any circumstance or event that prevents the Company from properly performing its obligations;
• in the event that the information, data, instructions, guidelines, materials or media communicated by the Client are erroneous or incomplete, and more generally in the event that the non-performance or defective performance of the Services results in whole or in part from the Client’s conduct, failure or default;
• if the results of the Services are used for a purpose other than that for which the Service Provider intervened, if the Service Provider’s recommendations are incorrectly implemented or if the reservations expressed by the Service Provider are not considered.

In any event, the Service Provider shall not be liable for any indirect or consequential loss or damage such as financial loss, loss of opportunity, loss of profit, loss of contract, loss of order, loss of customers, loss of business, commercial loss or disturbance, or loss of image, which may result from the defective provision or lack of provision of the Services.

The Provider’s liability shall not exceed an amount equal to the price (excluding tax) received from the Client for the provision of the Services over the previous twelve (12) months.

Article 9 – NON-SOLICITATION

The Client shall not, for the duration of these General Terms and Conditions plus one (1) year after their termination or end for any reason whatsoever, induce or attempt to induce, directly or indirectly and in any manner whatsoever, any employee, consultant, agent or representative of the Service Provider to leave the Service Provider or to enter the service, in any manner whatsoever (as an employee, agent, consultant, shareholder or otherwise), of another company.

Article 10 – CONFIDENTIALITY

During the provision of the Services, each party may become aware of or receive confidential information, documents and/or data about the other party.

Therefore, each party undertakes, both on its own behalf and on behalf of its employees for whom it acts as guarantor, to keep strictly confidential all confidential information, documents and/or data of any kind relating to the results, activity or clientele of the other party or any information received or obtained from a party in the course of or in connection with the performance of the Services.

This confidentiality undertaking by the parties shall be valid both for the duration of the provision of the Services and for a period of two (2) years following their provision.

Article 11 – INTELLECTUAL PROPERTY

Unless otherwise agreed in writing by the Service Provider, the Service Provider is the exclusive owner of all intellectual property rights relating to the elements communicated to the Customer in the context of the provision of the Services, including but not limited to the graphic design, title, form, layout and structure of the information and documents communicated, the texts, logos, trademarks, images and photographs, animations and videos, slogans, databases and more generally all or part of the elements communicated.

Consequently, the present General Conditions do not entail the transfer of any of these intellectual property rights to the Client, who is prohibited from reproducing, using and/or representing, by any means whatsoever, even partially, any element on which the Service Provider holds an intellectual property right.

As an exception to the foregoing, the Service Provider grants the Customer, subject to the latter’s compliance with these General Terms and Conditions, a non-exclusive and nontransferable right to access, download and print, where applicable, the materials communicated in the context of the provision of the Services and of which the Service Provider is the full owner, for personal and non-commercial internal use.

Article 12 – PERSONAL DATA

See Privacy Policy

Article 13 – DURATION – TERMINATION

In the event of a one-off sale or in application of special conditions, these General Conditions are concluded for the duration of the provision of the Services, as mentioned, where applicable, in special conditions or in the order form.

In the event of a sale with successive execution, the present General Conditions are concluded for an initial duration of 12 Months. In the absence of termination of these General Conditions within a period of 3 months prior to the end of this initial term, the provision of the Services and the General Conditions are tacitly renewed for a new period of a duration equivalent to the initial term, at the pricing conditions in force on the date of renewal.

The Service Provider or the Client may terminate the General Terms and Conditions in advance by sending written notice:

• in the event of the occurrence of a case of force majeure as referred to in Article 8 hereof;
• after notifying the other party in the event of a serious breach of its obligations or of applicable laws and regulations, which has not been remedied within fifteen (15) days (where such breach can be remedied) following written notification indicating the nature of the breach and the need to remedy it.

Late termination of registration for training is subject to fees (see art. 4).

Article 14 – NOTIFICATIONS

Any written notice or summons required or permitted under the provisions hereof shall be validly given if sent by hand-delivered letter or by hand-delivered against receipt, by registered mail with advice of delivery, or by electronic mail (except in the case of termination hereof), addressed to the address of the party concerned, each party electing domicile at its registered office.

Any change of address of a party for the purposes of this Agreement shall be notified to the other party in the manner provided for above.

Notices sent by hand or by bearer shall be deemed to have been made on the date of delivery to the addressee, as evidenced by the receipt of delivery. Notices made by registered mail with advice of delivery shall be presumed to have been made on the date of their first presentation at the addressee’s address. Notifications made by electronic mail shall be presumed to have been made on the date of sending the electronic mail.

Article 15 – AUTONOMY AND ABSENCE OF WAIVER

If any of the provisions of these General Terms and Conditions were to be declared null and void or inapplicable for any reason whatsoever pursuant to a law, regulation or following a court decision that has become final, it shall be deemed unwritten, and the other provisions shall remain in force.

The fact that the Service Provider does not avail itself temporarily or permanently of one or more of the provisions of the General Terms and Conditions shall in no case entail a waiver.

Article 16 – MODIFICATION

The Service Provider reserves the right to modify at any time the content of these General Terms and Conditions for the placing of new orders for Services.

Any order following a modification of the General Terms and Conditions will imply acceptance by each Customer of the new version of the General Terms and Conditions which will be communicated to him.

Article 17 – DISPUTES

Any disputes that may arise in the context of the contractual relationship between the Customer and the Service Provider shall be resolved, as far as possible, amicably.

In the event of failure to reach an amicable settlement within one month from the date of referral to the Service Provider by one of the parties, all disputes to which the General Terms and Conditions may give rise, concerning their validity, interpretation, performance, termination, consequences and follow-up, shall be referred to the District Court of Luxembourg.

Article 18 – APPLICABLE LAW & LANGUAGE OF THE CONTRACT

These General Conditions and the operations arising from them are governed by and subject to Luxembourg law which prevails over any contrary provisions not provided for in these general conditions.

Only the French text shall be deemed authentic in the event of a dispute.