Prior to the launch of the services, a Statement of Work outlining scope of services, deliverables, roles and responsibilities, fees and terms and conditions will need to be signed. It will include the Terms and Conditions below. 

 

 

Consultant Commitments  - services

 

The Consultant will commit to carrying out the tasks specified in the Statement of Work. The Consultant will commit to give his best care in accordance with the rules of art. This obligation is, by express agreement, only an obligation of means. No refund or revision of the daily rate will be accepted.

 

  

 

Consultant Commitments  - confidentiality

 

The Consultant will consider as strictly confidential, and refrains from disclosing to any third party, any information, document, data or concept, of which he may become aware during this contract. The Consultant, however, cannot be held responsible for any disclosure if the items disclosed were in the public domain on the date of the disclosure, or if he was aware of them, or obtained them from third parties by legitimate means.

 

 

 

Consultant Commitments  - subcontracting

The Consultant will commit not to subcontract to anyone the services defined in the Statement of Work.

 

 

 

Consultant Commitments  - contract cession

 

This contract is concluded in consideration of the person of the Consultant, who may not be replaced by a third party for the services defined in the Statement of Work.

 

 

 

Consultant Commitments  - Work Incapacity
In the event of the Consultant being incapable to work, due to illness, accident, or force majeure beyond the control of the Consultant, the Consultant reserves the right to modify the calendar without compensation for the Client. The Consultant is required to notify the Client from the first working day of said incapacity.

 

 

Client Commitments – obligation of collaboration  

 

The Client will make available to the Consultant all information that may contribute to the proper achievement of the object of this contract

 

The Client will ensure that all remote access necessary for the completion of the services by the Consultant is delivered in due time to the Consultant.

 

The Client will ensure that its internal teams carry out all the work necessary for the proper completion of the service by the Consultant in due time.

 

 

 

Client Commitments – Acceptance of Services/Deliverables   

 

During the course of the Project, the consultant will present Services deliverables to the Client for review and acceptance. The Client is responsible for written acceptance or rejection of each deliverable within three (3) business days from time of receipt of the services deliverable (“Acceptance Period”). The Client will not unreasonably withhold its acceptance.

 

If the deliverable is rejected, the Client will document and review the specific reasons for rejection of the Services deliverable with the Consultant. The Consultant will thereafter submit a corrected version of the Services deliverable for acceptance within a mutually agreed period from the written rejection. The Client will review the resubmitted Services deliverable and communicate the status as per above. 

If the Client places any Services deliverable into Production such Services deliverable shall be deemed accepted and the work complete. If the Client decides not to place the item into Production, but has indicated acceptance in writing, the Consultant will deem the work complete. If the Acceptance Period expires without written notice of rejection delivered to the Consultant, the Services deliverable shall be deemed accepted and the work complete. 

 

In case acceptance of some Services/Deliverables should be necessary for subsequent services to be completed, any delay in the acceptance of these Services might impact the Project timeline. Under no circumstances can the Consultant be held accountable for such delays.

 

 

Client Commitments - Payment

 

The Consultant will invoice all Time & Materials Services Fees and Expenses monthly.

 

The Consultant will invoice Fixed Fee Services Fees upon completion of the relevant milestones and Expenses monthly.

 

The Fees invoiced will be payable in Euros by SEPA bank transfer, within 30 days after reception of the invoice, into bank account XXXXXXXXXXXXX. Any applicable taxes should be added to the invoice.

 

In case of late payment, penalties will be automatically applied without a reminder being necessary, as per French law. These penalties will be as follows: Latest interest rate of the European Central Bank refinancing operation + an additional 10 percentage points (in conformity with article 53 of the NRE law regulating late payments between companies in France). In addition to this, a 40€ fixed fee penalty will also be applied (C. Com art D441-5) for every late invoice. In case of non-payment, the Client will be responsible for all recovery costs. Furthermore, the Consultant will be entitled to suspend any further services until complete payment of all outstanding invoices.

 

Project Completion Criteria

 

Upon the Consultant’s determination that he has performed the scope of deliverables in Section 1, the Consultant will provide the Client with a Services Completion Statement.  The Client shall return the signed Services Completion Statement within seven (7) business days. If this Acceptance period expires without written notice of rejection delivered to the Consultant, the Services Completion Statement shall be deemed accepted and the work complete.

 

The Consultant will have fulfilled his obligations under this SOW when any one of the following first occurs:

 

§    The Client signs the Services Completion Statement.

 

§    The Consultant supplies the Client with specified deliverables noted in Section 1.

 

 

Change Control Process

Requests to change the scope of the Project can be made at any time during the Project by either party.  Since a change could affect the cost, schedule, or other terms of this SOW, both the Client and the Consultant must review and approve each change prior to work beginning on the new scope.

 

A Scope Change Request will be the vehicle for communicating changes to the services deliverables contained in this SOW.  The SCR describes the change, the rationale for the change and the effect the change will have on the cost, schedule, or other terms of this SOW.

 

A written SCR must be signed by both parties to authorize implementation of the agreed changes.

 

Ownership

 

By express agreement, after full payment by the Client, the results/deliverables of the project will be fully owned by the Client, and the Client may dispose of them as he sees fit. The Consultant, for his part, refrains from using the results in question in any way, except with the prior written authorisation of the Client.

 

 

Responsabilities

 

The Client agrees that, whatever the grounds of his claim, and the procedure followed to claim it, the maximum liability of the Consultant for the performance of the obligations provided for in this contract, will be limited to an amount not exceeding half of the total amount actually paid by the Client, for the services or tasks provided by the Consultant.

Furthermore, the Client renounces to seek the responsibility of the Consultant in the event of damage to the files, or any document that he has entrusted to him.

The Consultant disclaims his responsibility with regard to material damages which may affect  the Client's buildings, installations, equipment and furniture.

The Client agrees that the Consultant will not incur any liability for any loss of profits, commercial disturbance or requests that the Client would suffer; requests or complaints made against the Client and emanating from any third party.

 

 

 

References 

 

The Client accepts that the Consultant may include among his references the services/deliverables carried out within the framework of this contract.

 

 

 

Contract Interpretation

 

The SOW and its attachments contain all the commitments of the parties, and all exchanges (offers or proposals prior to the signing of the SOW, are considered as null and void.

 

 

 

Competent Jurisdiction

 

Any dispute that may arise between the parties, concerning the execution or interpretation of the SOW, will be the exclusive jurisdiction of the Commercial Court of Grenoble. The law applicable to govern such disputes is the French law.