General Terms and Conditions of Sale – REDSEN CONSULTING

1. SCOPE OF APPLICATION

REDSEN CONSULTING is a simplified joint-stock company (SAS) whose registered office is located at 31–33 rue Faidherbe, 75011 Paris, registered with the Paris Trade and Companies Register under number B 530 466 952.

These General Terms and Conditions of Sale and Provision of Services apply, without restriction or reservation, to all products and services offered by REDSEN CONSULTING, hereinafter referred to as the SERVICE PROVIDER.

Unless specific provisions are agreed in writing, any order placed with REDSEN CONSULTING implies full and unconditional acceptance of these General Terms and Conditions of Sale and Provision of Services.

They are accessible at all times on the website www.redsen.com and shall, where applicable, prevail over any other version or the client’s own purchasing terms or other conditions. In the case of recurring services (hosting, domain name management, maintenance, etc.), any modification of the General Terms and Conditions of Sale and Provision of Services shall be notified on the invoice, the payment of which shall constitute acceptance of the new terms, unless otherwise expressly stated by the client.

2. RESPONSIBILITIES OF THE CLIENT AND THE SERVICE PROVIDER

The SERVICE PROVIDER shall at all times owe the CLIENT a duty of advice and warning. The proper performance of the Services requires the SERVICE PROVIDER to:

Appoint a qualified representative as the CLIENT’s main point of contact for the entire duration of the Contract,
Inform the CLIENT of any difficulty in performing the Services and/or of any consequences resulting from a change in direction throughout the duration of the Contract,
Determine independently the nature and extent of the resources necessary for the performance of the Contract.

The proper performance of the Services requires the CLIENT to:

Provide all documents or preliminary studies enabling the SERVICE PROVIDER to properly perform the Services,
Consult the SERVICE PROVIDER’s representative regarding any consequences arising from potential changes in direction throughout the duration of the Contract,
Where applicable, make available the resources and means agreed in the Appendix under normal access conditions.

The SERVICE PROVIDER’s personnel required to perform Services on the CLIENT’s premises shall comply with the CLIENT’s internal regulations and maintain an effective presence for the scheduled duration of the assignment. Such personnel shall remain at all times under the hierarchical and disciplinary authority of the SERVICE PROVIDER, who, as employer, is responsible for their administrative, accounting and social management. In this respect, the SERVICE PROVIDER retains full control over its personnel where required by labour law.

3. OWNERSHIP

The CLIENT shall own the Services described in the purchase orders or contracts entered into, carried out at the CLIENT’s initiative and under its direction by the SERVICE PROVIDER’s personnel, progressively as the Services are performed.

The SERVICE PROVIDER guarantees that such intellectual works shall not contain any confidential information and shall not infringe any third-party intellectual property rights.

Where methods, documents, general programs or, more generally, tools owned by the CLIENT or for which the CLIENT has obtained a right of use are made available to the SERVICE PROVIDER, whether free of charge or for consideration, or are used for the development of applications, they shall remain the exclusive property of the CLIENT or its licensor. The SERVICE PROVIDER shall obtain the necessary user licences to ensure lawful use.

The SERVICE PROVIDER declares that it is the legitimate holder of all usage rights and/or industrial or intellectual property rights relating to the elements it may provide to the CLIENT under this Contract. Failing this, and in the event of third-party claims, the SERVICE PROVIDER shall bear full responsibility and indemnify the CLIENT against any resulting claims.

4. PRICING

Unless otherwise specified in the REDSEN CONSULTING purchase order or in an Appendix or Contract Amendment, the prices for the Services shall be invoiced based on time actually spent, justified by monthly activity reports.

In all cases, days of absence for personal reasons, illness, leave, public holidays or non-working days shall not be invoiced to the CLIENT.

The SERVICE PROVIDER’s daily rate is a fixed rate specified in the REDSEN CONSULTING purchase orders or in an Appendix or Contract Amendment.

Prices are calculated on the basis of a weekly working time corresponding to the CLIENT’s working hours as declared to the Labour Inspectorate.

All prices are exclusive of taxes. They shall be increased by all applicable duties, taxes and charges in force on the date they become due.

Unless otherwise agreed, travel, transport and accommodation expenses incurred by the SERVICE PROVIDER within the Île-de-France region shall not be invoiced to the CLIENT. Otherwise, they shall be invoiced in accordance with the scale previously accepted by the CLIENT. The same shall apply to expenses incurred for supplies or documentation provided by the SERVICE PROVIDER.

5. INVOICING

Unless otherwise specified in the REDSEN CONSULTING purchase order or in an Appendix or Contract Amendment, invoices shall be issued monthly and payable within thirty (30) days net from the invoice date.

6. LATE PAYMENT

Failure to pay all or part of an invoice by its due date shall result in the suspension of deliveries for ongoing orders. Any amount unpaid at the due date shall give rise to late payment penalties at an annual rate of 10%. In accordance with Article L.441-6 of the French Commercial Code, such penalties shall be payable automatically, without prior reminder.

7. TERMINATION

The Contract shall cease to have effect, except for the provisions relating to “Intellectual Property”, “Confidentiality”, “Non-Competition” and “Non-Solicitation”:

in the event of termination after its initial term,
in the event of termination of the contract concluded between the CLIENT and the end client, with immediate effect,
in the event of termination by the CLIENT or the SERVICE PROVIDER subject to one (1) month’s notice sent by registered letter.

In the event of a breach by one of the Parties of any of its essential obligations, and after formal notice remaining unremedied for one month, the other Party may terminate the Contract automatically by registered letter with acknowledgement of receipt, without prejudice to any damages it may claim.

8. CONFIDENTIALITY

Each Party undertakes, in its own name and on behalf of its employees, to treat as confidential, during the term of the Contract and after its expiry, all documents, systems, software and know-how originating from the other Party that it may have become aware of in the course of performing the Contract, and not to use them outside the needs of the present agreement.

This obligation shall not apply to information that has entered the public domain or whose disclosure has been expressly authorised in writing by the concerned Party.

9. NON-SOLICITATION

Until the expiry of these General Terms and Conditions, and for twelve (12) months thereafter, the CLIENT shall not directly or indirectly recruit or cause to be recruited any consultant made available by the SERVICE PROVIDER, without the latter’s prior consent.

The CLIENT undertakes to impose this clause on its own clients and end clients where applicable and shall bear full responsibility in the event of non-compliance by them.

Conversely, during the same period, the SERVICE PROVIDER shall not directly or indirectly recruit any consultant of the CLIENT without the CLIENT’s prior consent.

Any Party breaching this obligation shall pay the other Party a sum equal to twice the gross annual remuneration of the person concerned.

10. LIABILITY – INSURANCE

Notwithstanding any contrary provision, the SERVICE PROVIDER shall be liable to compensate the CLIENT for any damage suffered as a result of even partial non-performance of its contractual obligations.

The SERVICE PROVIDER may not rely on the CLIENT’s professional status to avoid its own obligations of information and advice under the Contract.

The SERVICE PROVIDER’s liability may be engaged to cover compensation for all direct or indirect, material or immaterial damage caused to the CLIENT’s property and/or personnel.

The SERVICE PROVIDER shall maintain insurance covering the consequences of its civil liability where such liability may be incurred towards the CLIENT, its employees and any subcontractors.

The CLIENT holds an insurance policy covering the financial consequences of its civil liability where such liability may be incurred.

11. COMPLIANCE WITH LABOUR LAW

The SERVICE PROVIDER certifies on its honour that it complies with all applicable legislative and regulatory provisions, in particular those relating to labour law, and undertakes to maintain such compliance throughout the duration of the Contract.

12. DISPUTES

The present Contract and all acts resulting therefrom shall be governed by French law. In the event of a dispute arising from the interpretation or performance of the Contract, the Parties shall first seek an amicable solution.

Failing such resolution, exclusive jurisdiction is granted to the Courts of Paris, notwithstanding multiple defendants or third-party proceedings.