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About Paris Education

1. Preamble / Definitions / Contractual Documents

These GENERAL TERMS AND CONDITIONS OF PURCHASE apply, in the absence of a specific contract duly signed by the Parties, to any purchase by ÉSTIAM/Paris.Education by means of an order referring to these GENERAL TERMS AND CONDITIONS OF PURCHASE.

In the following:

  • “ÉSTIAM/Paris.Education” means ÉSTIAM/Paris.Education SAS, whose registered office is located at 51 rue Paul Meurice, 75020 Paris, France, a simplified joint-stock company registered with the Paris Trade and Companies Register (RCS) under number B 413 424 888.

  • “GTCP” means these GENERAL TERMS AND CONDITIONS OF PURCHASE.

  • “Order Form” (or “Purchase Order”) means the document issued by ÉSTIAM/Paris.Education for the ordering of the designated services.

  • “Order” means all contractual documents governing the relationship between ÉSTIAM/Paris.Education and the Service Provider relating to the purchase of services and including, in particular, the Order Form and these GTCP.

  • “Deliverables” means all software, configurations, installations, test or training environments, exam or certification preparation environments, documents, course materials, books, training approvals, and information, in electronic and/or paper format, that may be required by the Order.

  • “Party” or “Parties” means individually the Service Provider or ÉSTIAM/Paris.Education and collectively the Service Provider and ÉSTIAM/Paris.Education.

  • “Service Provider” (or “Provider”) means the co-contracting party of ÉSTIAM/Paris.Education for the Order.

  • “Acceptance” (Réception) means the act by which ÉSTIAM/Paris.Education accepts the Services (with or without reservations) and acknowledges that the Service Provider has fulfilled its commitments under the Order.

  • “Representatives” means all directors, managers, employees, or agents of the Service Provider or of ÉSTIAM/Paris.Education duly authorized by the Service Provider or ÉSTIAM/Paris.Education.

  • “Result” means the outcome of the execution of the Services by the Service Provider. The Result includes the Deliverables that may be required by the Order.

  • “Subcontractors” means any person or company to whom the Service Provider has entrusted the execution of part of the Order via a business contract.

  • “Service(s)” means all services, missions, obligations, and duties to be provided by the Service Provider as specified in the Order, in particular in the related technical specifications, including documentation, Deliverables where applicable, as well as all ancillary services and works and/or equipment necessary or appropriate for the execution of the Services or complementary thereto.

  • “Site(s)” means the location(s) defined by ÉSTIAM/Paris.Education where the Services must be performed by the Service Provider, other than its own premises. The location of the Site(s) will be specified in the Order.

These GTCP prevail over any general terms and conditions of sale of the Service Provider, which the Service Provider expressly waives.

The Service Provider expressly acknowledges having read these GTCP, which are applicable between the Parties and form part of the Order, and the Service Provider’s response to ÉSTIAM/Paris.Education‘s consultation constitutes acceptance without reservation of these GTCP by the Service Provider.

Modifications and derogations to these GTCP apply only insofar as they have been the subject of a written agreement between the Parties and are valid only for the Order concerned, without the Service Provider being able to avail itself of them for other orders.

Verbal commitments and agreements have no effect as long as they have not been the subject of a written agreement between the Parties.

ÉSTIAM/Paris.Education declines all liability regarding the execution by the Service Provider of a verbal Order or a modification made verbally to the Order.

The provisions of this Order prevail over any other agreement that may have been entered into previously between the Parties regarding the Services.

The nullity, lapse, lack of binding force, or unenforceability of any of the stipulations of the Order shall not entail the nullity, lapse, lack of binding force, or unenforceability of the other stipulations of the Order, which shall retain all their effects, unless the Party intending to avail itself of such nullity, lapse, lack of binding force, or unenforceability can prove that such stipulation was the impulsive and determining cause of its willingness to contract.

2. Formation of the Order / Acknowledgement of Receipt / Acceptance of the Order by the Service Provider

2.1 Formation of the Order Any Order must be in writing. To this end, ÉSTIAM/Paris.Education and the Service Provider acknowledge and agree that the formation of the Order as well as its management, including communications and written notices between ÉSTIAM/Paris.Education and the Service Provider, may be done by or result from an electronic process. To this end, the email addresses of ÉSTIAM/Paris.Education and the Service Provider appear in the Order. Within forty-eight (48) hours from the date of receipt of the Order, the Service Provider must acknowledge receipt to ÉSTIAM/Paris.Education, formally and without reservation, by fax, email, or mail. Unless specifically stated otherwise in the Order Form, the Service Provider may not impose on ÉSTIAM/Paris.Education any condition precedent to the execution of the Order. The Service Provider must comply with the description of the Services as presented by ÉSTIAM/Paris.Education in the Order. It may under no circumstances modify them. No price supplement will be granted to the Service Provider if it performs additional services or services different from the terms of the Order, without the prior written agreement of ÉSTIAM/Paris.Education.

2.2 Corrections Furthermore, within two (2) working days from the date of receipt of the Order Form, the Service Provider must inform ÉSTIAM/Paris.Education in writing if it notes that the Order documents are incomplete or contain errors, anomalies, or omissions detectable by a professional in the field. The Service Provider must submit for ÉSTIAM/Paris.Education‘s agreement the corrections it deems necessary, which must not entail a modification of the quality of the Services, nor a modification of the price of the Order, nor a modification of the execution deadlines of the Services. ÉSTIAM/Paris.Education must make known to the Service Provider its agreement or refusal of the proposed corrections within a reasonable time. In the event of acceptance of the proposed corrections, the Service Provider must execute the Order within the deadlines initially provided for in the Order. In the event of refusal of the proposed corrections, the Order shall be considered null and void, without notice or any indemnity for the benefit of the Service Provider, unless the Parties agree on these corrections and on the new conditions of the Order, in which case an amendment signed by the Parties must be established. If the Service Provider fails in its obligation of information and/or advice under this article, the Service Provider shall bear all associated costs and waives any claim against ÉSTIAM/Paris.Education.

2.3 Acceptance The signature of the Order Form by the Service Provider, or the commencement of execution of the Order if accepted by ÉSTIAM/Paris.Education, constitutes acceptance of the Order by the Service Provider in its entirety. Acceptance of the Order does not imply any exclusivity in favor of the Service Provider. By accepting the Order, the Service Provider acknowledges having received from ÉSTIAM/Paris.Education all indications necessary for the execution of the Order. The Service Provider may under no circumstances avail itself of a lack of information, of any kind, when it could have obtained such information upon request.

2.4 Modifications If the acceptance of the Order by the Service Provider contains one or more reservation(s) or if the corrections proposed by the Service Provider under Article 2.2 entail a modification of the Services, the price, or the execution deadlines of the Order, ÉSTIAM/Paris.Education may consider the Order as not accepted by the Service Provider and reserves the right to cancel the Order without notice or any indemnity for the benefit of the Service Provider.

3. Modifications of Services

3.1 Modifications At any time until the Acceptance of the Services by ÉSTIAM/Paris.Education as defined in Article 9.1 of these GTCP, ÉSTIAM/Paris.Education reserves the right to modify the initially defined Services, the Service Provider being required to comply therewith. The Service Provider must inform ÉSTIAM/Paris.Education as quickly as possible of the possible impacts of the modifications requested by ÉSTIAM/Paris.Education. Unless there is a written amendment signed by the Parties, the modifications to the Services requested by ÉSTIAM/Paris.Education shall not entail any modification of the price and execution deadlines initially provided for in the Order.

3.2 Improvements The Service Provider may propose to ÉSTIAM/Paris.Education any modifications that would, in its opinion, bring an improvement to the Order or the Services, ÉSTIAM/Paris.Education remaining entirely free to decide on the follow-up to be given to this proposal. The Service Provider may under no circumstances unilaterally modify the Order or the Services, whether regarding the quantity or nature of the Services or on any other grounds whatsoever, unless the modification(s) have been expressly accepted by ÉSTIAM/Paris.Education and a written amendment is signed in this respect by the Parties.

4. Price / Invoicing / Payments / Assignment of Receivables

4.1 Price The global and lump-sum price stipulated in the Order is firm and non-revisable. It is exclusive of VAT and includes all costs occasioned by the execution of the Services as well as, generally, all costs necessary for the perfect execution of the Order. Unless otherwise indicated in the Order, the Service Provider bears all costs, taxes, contributions, levies, duties, and fees of all kinds directly or indirectly linked to the execution of the Order, as well as all expenses necessary for the execution of the Order for which it is liable.

4.2 Invoicing Each payment request must be the subject of an invoice issued by the Service Provider in the name of ÉSTIAM/Paris.Education and approved by ÉSTIAM/Paris.Education. Each invoice must contain the date on which payment must intervene, the discount conditions in case of payment on a date earlier than that resulting from the Order, as well as the information required by ÉSTIAM/Paris.Education. Each invoice will be submitted to ÉSTIAM/Paris.Education accompanied by the number of copies requested and supporting documents, at the address indicated in the Order. The Order number must be shown on any invoice relating to the Order. Invoices are established by the Service Provider according to the schedule provided for in the Order. In the case of invoicing according to a single milestone, the sending of the corresponding invoice cannot intervene before the Acceptance of the Services by ÉSTIAM/Paris.Education as defined in Article 9.1 of these GTCP. Invoices are established in the currency stipulated in the Order.

4.3 Payment Unless otherwise indicated in the Order, payment of accepted invoices is made by ÉSTIAM/Paris.Education by transfer to the Service Provider’s bank account indicated in the Order. Unless otherwise indicated in the Order, the payment term is fixed at sixty (60) days from the end of the month of issuance of the invoice complying with the conditions of the Order, it being understood that said invoice must be transmitted to ÉSTIAM/Paris.Education by the Service Provider within forty-eight (48) hours of its issuance. Failing compliance with this deadline, payment will be made at sixty (60) days from the end of the month of receipt of the invoice complying with the conditions of the Order. In the event of late payment of an invoice by ÉSTIAM/Paris.Education, the penalties that may be applied to it by the Service Provider, upon presentation of an invoice, may not be greater than an amount calculated on the accepted amount of said invoice with a rate equal to three (3) times the legal interest rate in force in France on the contractual due date, the period taken into account for the calculation of this interest being the period between the contractual due date and the date of effective payment. The payment of an invoice by ÉSTIAM/Paris.Education does not constitute Acceptance of the Services and does not prevent any possible disputes by ÉSTIAM/Paris.Education, particularly regarding the quality or quantity of the Services, or regarding any abnormally billed charge. ÉSTIAM/Paris.Education reserves the right, without prior formal notice, to proceed with withholdings on all or part of the sums invoiced by the Service Provider, particularly when:

  • a) the Services are not in accordance with the prescriptions and conditions of the Order;

  • b) the Service Provider has only performed a partial execution of the Services;

  • c) the Service Provider owes ÉSTIAM/Paris.Education late penalties under Article 5.2.2;

  • d) the Services have been refused by ÉSTIAM/Paris.Education;

  • e) the Service Provider has not submitted to ÉSTIAM/Paris.Education the documents required pursuant to Article 5.1.4;

  • f) reservations are issued by ÉSTIAM/Paris.Education upon Acceptance;

  • g) the Service Provider does not respect its warranty obligations stipulated in Article 9;

  • h) a claim is made against ÉSTIAM/Paris.Education by a third party regarding an obligation or liability to which the Service Provider is bound under the provisions of the Order;

  • i) in the case of Services linked to training services, if the average score of the evaluation forms filled out by the trained persons is less than or equal to 12/20.

Except in the case of refusal of Services indicated in d) above, the withholdings made will be paid thirty-five (35) days end of month after the date on which the Service Provider has remedied the cause having given rise to the withholding.

4.4 Assignment of Receivables If the Service Provider assigns, particularly by way of a “Dailly” slip or factoring, one or more receivables it holds against ÉSTIAM/Paris.Education, the Service Provider must imperatively inform ÉSTIAM/Paris.Education in writing as soon as possible.

5. Obligations of the Service Provider

5.1 Execution of the Order

5.1.1 Conformity of Services — Compliance with deadlines The Service Provider is solely responsible vis-à-vis ÉSTIAM/Paris.Education for the execution of the Services, within the deadlines provided for by the Order. Any deadline allotted in the Order to the Service Provider begins to run the day after the day on which the triggering event serving as the starting point for this deadline occurred. The Service Provider acknowledges having examined in detail, and being required to examine the adequacy of the specifications to the needs expressed by ÉSTIAM/Paris.Education, during the execution of the Services and until their Acceptance under the conditions of Article 9.1 of these GTCP. During this same duration, the Service Provider undertakes to report any error, omission, contradiction, or inaccuracy, detectable by a professional in the field, noted in the documents or instructions given by ÉSTIAM/Paris.Education and likely to compromise the execution of the Services. As the Services progress, it is up to the Service Provider to report to ÉSTIAM/Paris.Education the difficulties it encounters in their execution, with proposals to resolve them. The Service Provider may only implement its proposals after having obtained the prior written agreement of ÉSTIAM/Paris.Education. The Service Provider assumes full responsibility for the conformity of the Services to the specifications and other provisions of the Order as well as to professional standards (“règles de l’art”). If the Services are not exactly in accordance with the Order, the Service Provider will be fully responsible and will bear the risks as well as all associated costs, without prejudice to any potential penalty pursuant to the Order or applicable laws and regulations. Regarding the conformity of the Services to the specifications of the Order and compliance with the scheduled execution deadlines, the Service Provider is bound towards ÉSTIAM/Paris.Education by an obligation of result (obligation de résultat) from which it can only be exonerated in case of force majeure as defined in Article 12 of these GTCP. The Service Provider is solely responsible vis-à-vis ÉSTIAM/Paris.Education and/or third parties for any damage or prejudice that may result from the execution of the Order.

5.1.2 Service Provider’s Personnel (Intervenants) The Service Provider must appoint one or more specialists having the expertise and knowledge required to execute the Services, who must be members of its staff (hereinafter designated “the Personnel”) and who will be required to intervene on the Site(s). The name of each staff member must be communicated to ÉSTIAM/Paris.Education before the start of the Services, it being understood that the price of the Order as defined in Article 4.1 is not linked to the number of staff members, but to the execution of the Services. This price will remain unchanged if the number of staff members were to be increased, except in case of modification of the scope of Services by ÉSTIAM/Paris.Education. In case of unavailability of one or more staff member(s), likely to cause a delay in the execution of the Services, the Service Provider will replace him/her/them as soon as possible with one or more staff members of similar qualification. The Service Provider is responsible for the application and respect by its Personnel of all applicable laws and regulations, particularly those concerning working hours, hygiene, safety, and environmental protection as well as all internal rules and/or safety instructions imposed on the Site(s). The Service Provider undertakes to designate within its organization a representative who will communicate directly with the representative of ÉSTIAM/Paris.Education. Meetings may be held at the request of either Party according to modalities defined by mutual agreement, in order to examine the progress status of the Services. Any staff member assigned to the execution of the Services is and remains an employee of the Service Provider, who is in charge of the payment of his/her salary and administrative, social, accounting, and tax management and with whom he/she retains a subordinate relationship.

5.1.3 Regulations — Corporate Social Responsibility

5.1.3.1 Regulations applicable to the Order The Service Provider must execute the Order and carry out the Services in compliance with professional standards and in conformity with the laws, decrees, and regulations applicable and in force in the country of execution of the Services.

5.1.3.2 Quality, Hygiene, Health, Safety, Environment The Service Provider guarantees, without any limit, that the Services will be carried out in accordance with applicable laws and regulations in force regarding quality, environment, hygiene, health, and safety at work, as well as any relevant national and international regulation or local decree, laws, rules, or regulations of an environmental nature related to chemical products and hazardous materials.

5.1.3.3 Registration — Social, tax obligations and labor law The Service Provider must be registered in its country of origin with the competent bodies (in France, with the Trade and Companies Register or the Trades Directory depending on the status, as well as with the URSSAF). Its registrations must expressly cover all activities for the execution of the Services. The Service Provider will employ and remunerate any staff member under its exclusive responsibility with regard to tax and social obligations and undertakes that any staff member who executes the Services is employed regularly with regard to labor law. The Service Provider must provide ÉSTIAM/Paris.Education with documents proving that it fulfills the aforementioned obligations if ÉSTIAM/Paris.Education makes an express request, whether before or during the execution of the Services.

5.1.3.4 Corporate Social Responsibility of the Service Provider The Service Provider acknowledges being aware of and respecting the principles and core issues of the ISO 26000 international standard (in particular environmental, legal, ethical, transparency aspects, and Human Rights). In this capacity, the Service Provider undertakes, within the framework of the execution of the Services:

  • not to have, directly or indirectly, as a partner, associate, or shareholder, and not to hire or use the services of, civil servants or other representatives of Governments and public international organizations, members of the Commission of the European Communities, the European Parliament, the Court of Justice, the Court of Auditors, the civil service, or political parties, within the framework of the execution of the Services.

  • to respect and ensure respect by its employees and representatives of all anti-corruption laws and regulations in force, both at the national and international level, notably the Foreign Corrupt Practices Act (USA) or the Bribery Act (UK), as well as anti-corruption conventions, such as the OECD convention entered into force on February 15, 1999, the European Criminal Law Convention on Corruption adopted on May 26, 1997, and the European Civil Law Convention on the same subject adopted on February 26, 1999.

The Service Provider guarantees compliance with the provisions of this article by its suppliers, providers, or subcontractors. The Service Provider shall hold ÉSTIAM/Paris.Education harmless from all consequences of non-compliance with the commitments it takes under this article. Non-compliance with these commitments by the Service Provider shall constitute a cause for immediate termination of the Order by application of Article 13.2 of these GTCP.

5.1.4 Mandatory documents to be provided by the Service Provider Upon its express or tacit acceptance of the Order according to the conditions of Article 2 of these GTCP and throughout the duration of execution of the Services, the Service Provider undertakes to provide ÉSTIAM/Paris.Education with all documentation relating to the Services, notably technical documents, allowing ÉSTIAM/Paris.Education to assess the quality and compliant execution of the Services, as well as to provide the Deliverables pursuant to the schedule established in the Order, where applicable. Failure to submit the aforementioned documents in due time under the conditions provided for in the Order may entail either the withholding of payments provided for in Article 4.3 until the submission to ÉSTIAM/Paris.Education of all of these documents, or the refusal of the Services by ÉSTIAM/Paris.Education. In the event that modifications to the Services must be carried out by the Service Provider after Acceptance, notably under the warranties provided for in Article 9 of these GTCP, the documentation and Deliverables must be updated accordingly by the Service Provider. The Service Provider also undertakes to transmit to ÉSTIAM/Paris.Education all legal or technical information applicable to the Order and the Services. All rights associated with the documentation and Deliverables will be transferred to ÉSTIAM/Paris.Education. The provision of any document reasonably considered by ÉSTIAM/Paris.Education as incomplete or not in conformity with the Order, particularly with technical specifications, cannot constitute the provision of Deliverables. The Service Provider will remain fully responsible for the consequences of any inaccuracy, insufficiency, fault, error, and/or omission in the documentation and Deliverables provided to ÉSTIAM/Paris.Education, regardless of whether ÉSTIAM/Paris.Education has issued reservations regarding the documentation or Deliverables.

5.1.5 Subcontracting Before the start of execution of the Order, the Service Provider must submit to ÉSTIAM/Paris.Education for its prior written approval the Subcontractors it intends to use. ÉSTIAM/Paris.Education reserves the right to refuse its approval without needing to explain the reasons for its refusal. Recourse to subcontracting without prior acceptance of the Subcontractor and its payment conditions by ÉSTIAM/Paris.Education exposes the Service Provider to the termination of the Order as defined in Article 13, without prejudice to potential damages. The same applies if the Service Provider has knowingly provided inaccurate information in support of its request for agreement. The Service Provider shall remain solely responsible vis-à-vis ÉSTIAM/Paris.Education for the execution of the Services, even in case of approval by ÉSTIAM/Paris.Education of the Service Provider’s Subcontractors. Subcontracting contracts and/or sub-orders and related specifications must be communicated to ÉSTIAM/Paris.Education upon its request, for information purposes only.

5.1.6 Material property and intellectual property The price of the Order includes the transfer for the benefit of ÉSTIAM/Paris.Education of the material and intellectual property of the Result, without the need for any mention thereof in the Order. Consequently, by the mere fact of accepting the Order, the Service Provider assigns to ÉSTIAM/Paris.Education all rights of exploitation, reproduction, representation, modification, marketing, and use of the Result, for all countries, in all languages, and on all media, for the entire duration of the intellectual property. This transfer of ownership occurs as the execution of the Order progresses. The Service Provider guarantees ÉSTIAM/Paris.Education against all claims by third parties concerning industrial or intellectual property rights on the Result and will indemnify it for all consequences, notably financial, resulting therefrom. The above provisions do not affect the right of ÉSTIAM/Paris.Education to claim all damages from the Service Provider.

5.1.7 Progress Until complete execution of the Services, the Service Provider will provide ÉSTIAM/Paris.Education or its Representatives with all information (including reports) that ÉSTIAM/Paris.Education deems necessary on the progress of the execution of the Order by the Service Provider and/or its Subcontractors.

5.1.8 Loan of equipment and tools by ÉSTIAM/Paris.Education At the express request of the Service Provider, ÉSTIAM/Paris.Education may lend it equipment and/or tools for the execution of the Services, which will be listed in a specific written document. The Service Provider must check beforehand the conformity, relevance, and adequacy of this equipment and/or tools for the purpose and use it intends to make of them. The equipment and tools provided by ÉSTIAM/Paris.Education will remain the property of ÉSTIAM/Paris.Education. All equipment and/or tools lent to the Service Provider by ÉSTIAM/Paris.Education must be returned to ÉSTIAM/Paris.Education before the end of the execution of the Services, complete and at least in the same condition as that in which they were at the time they were made available to the Service Provider. The Service Provider will be responsible for all such equipment and/or tools, for their use and their quantitative and qualitative conservation, and will be required to indemnify ÉSTIAM/Paris.Education for any damage or loss.

5.2 Execution of Services

5.2.1 Compliance with execution deadlines Acceptance of the Order by the Service Provider implies an informed, formal, and irrevocable commitment by the Service Provider regarding the contractual deadlines for execution of the Services as well as for the submission of documents required by the Order. Compliance with execution deadlines is an essential condition of the Order. The Service Provider is required to inform ÉSTIAM/Paris.Education in writing as soon as possible of any incident likely to delay the execution of the Order, without this notification having the effect of relieving it of its responsibilities. Without prejudice to the provisions of Article 5.2.2, in the event of an execution delay greater than forty-eight (48) hours relative to the execution date provided for in the Order, ÉSTIAM/Paris.Education reserves the right to apply the provisions of Article 8.

5.2.2 Penalties for non-compliance with execution deadlines Non-compliance with the execution deadlines mentioned in the Order will entail the application by right and without prior formal notice of late penalties of an amount defined in the Order (by default, they are set at 0.5% of the price of the Order per day of delay). These penalties have the character of a coercive fine and may be automatically deducted from all sums due to the Service Provider, without ÉSTIAM/Paris.Education being required to prove any prejudice linked to this delay. The penalties provided for above are not in full discharge of liability. Their application does not exclude the right for ÉSTIAM/Paris.Education to terminate the Order immediately and by right, pursuant to the provisions of Article 13.2 of the GTCP and/or to claim all damages from the Service Provider.

6. Obligations of ÉSTIAM/Paris.Education ÉSTIAM/Paris.Education undertakes to provide the Service Provider, upon its request, with the documentation in its possession useful for the realization of the Services. Any documentation communicated by ÉSTIAM/Paris.Education to the Service Provider is given for information purposes only and it will be up to the Service Provider to check the information contained in this documentation.

7. Execution surveillance and inspection by ÉSTIAM/Paris.Education ÉSTIAM/Paris.Education may inspect at any time on the Site(s) the proper execution of the Services by the Service Provider and its Subcontractors if applicable, until the compliant realization of the Services. The Service Provider and its potential Subcontractors are required to ensure free access to the Site(s) during working hours to representatives of ÉSTIAM/Paris.Education and to give them every facility for the accomplishment of their mission. The exercise of this right by ÉSTIAM/Paris.Education in no way diminishes the contractual liability of the Service Provider, particularly concerning the scope of its own controls, and does not affect the rights of ÉSTIAM/Paris.Education to exercise the rights listed hereafter.

8. Breach by the Service Provider If ÉSTIAM/Paris.Education notes a breach by the Service Provider in the execution of its obligations under the Order, it will notify the Service Provider of these breaches and, where applicable, its decision to suspend the execution of the Services. ÉSTIAM/Paris.Education additionally reserves the right to perform a withholding on invoices pursuant to Article 4.3 of these GTCP. Within twenty-four (24) hours following this notification, the Service Provider must inform ÉSTIAM/Paris.Education of the corrective actions it intends to take. The Parties will then determine the deadlines they judge acceptable to remedy the notified breaches and allow the resumption of the execution of the Order, when the latter has been suspended. Deadline overruns that may result from suspensions entail the application of the late penalties provided for in Article 5.2.2. If the Service Provider does not take the corrective actions provided for above and accepted by ÉSTIAM/Paris.Education within the requested deadlines, or immediately after having noted the breach by the Service Provider if urgency justifies it, ÉSTIAM/Paris.Education may:

  • grant the Service Provider an extension of time, the late penalties provided for in Article 5.2.2 remaining applicable by right from the execution date of the Services initially provided for in the Order;

  • take any measure necessary for the purposes of executing the Order, and in particular finish the Services itself or have them finished by a third party at the Service Provider’s expense;

  • carry out itself or have carried out by a third party the compliance work and/or repair of defects noted on the Services at the Service Provider’s expense;

  • apply its suspension and/or termination rights stipulated in Article 13.

The Service Provider may not invoke the repair or intervention carried out by ÉSTIAM/Paris.Education or by a third party, pursuant to this article, to modify the scope of its liabilities. ÉSTIAM/Paris.Education may exercise the aforementioned rights without prejudice to any claim for damages for compensation of the prejudice suffered due to the Service Provider’s breach.

9. Acceptance of Services – Transfer of Ownership

9.1 Acceptance of Services Acceptance of the Services will intervene in writing after verification by ÉSTIAM/Paris.Education of the conformity in all points of the Services to all conditions and requirements of the Order and, where applicable, after receipt by ÉSTIAM/Paris.Education of the documentation as well as the Deliverables provided for in the Order, and after verification in the case of Services linked to training services, that the average score of the evaluation forms filled out by the trained persons is not less than or equal to 12/20 (twelve out of twenty). The verification of the Services will be carried out within a reasonable time from the end of their execution by the Service Provider. ÉSTIAM/Paris.Education may pronounce acceptance with reservations, if appropriate, in the presence of a minor defect having no impact on safety. The Service Provider must remedy the defect within the deadline fixed by ÉSTIAM/Paris.Education. A start of use of the Result by ÉSTIAM/Paris.Education or the payment of all or part of the price of the Services does not constitute Acceptance.

9.2 Transfer of Ownership If the realization of the Services entails the delivery of one or more tangible and/or intangible things, notably the supply of equipment and/or Deliverables, by the Service Provider to ÉSTIAM/Paris.Education, the transfer of ownership of the thing(s) to ÉSTIAM/Paris.Education occurs as they are realized by the Service Provider. Similarly, if the Services include the transfer of ownership to ÉSTIAM/Paris.Education of intellectual rights, the transfer of ownership of these rights occurs as they are realized by the Service Provider. No retention of title clause may be opposed to ÉSTIAM/Paris.Education by the Service Provider, who guarantees that its Subcontractors consent to the same. The transfer of ownership limits in no way the liability of the Service Provider concerning the Services.

10. Warranty Period – Scope of Warranty – Additional Warranties

10.1 Warranty Period The Service Provider guarantees the Services subject of the Order for an initial period of twelve (12) months, unless a different duration is indicated in the Order Form. The warranty will start to run from the date of ACCEPTANCE of the Services by ÉSTIAM/Paris.Education under the conditions of Article 9.1 of these GTCP. If, during the warranty period, it is necessary to proceed with a correction, rework, or modification of the Services pursuant to this article, said Services will be the subject of a new warranty period of twelve (12) months from the date of acceptance by ÉSTIAM/Paris.Education of the corrections, reworks, or modifications.

10.2 Scope of Warranty The Service Provider’s warranty covers notably any poor execution of the Services, any defect, and any non-conformity of the Services to the specifications of the Order. Until the expiration of the warranty period including any potential extensions as provided for in Article 10.1 of these GTCP, the Service Provider is required to correct, repair, or modify the Services free of charge and/or to go to the Site(s) to bring its technical assistance in order to execute free of charge all corrections, reworks, or modifications so that the Services continue to satisfy the conditions of the Order. All costs, notably labor, resulting from the implementation of the warranty will be fully borne by the Service Provider.

10.3 Legal Warranties ÉSTIAM/Paris.Education will benefit, in addition to the contractual warranty described above, from all applicable mandatory and supplementary legal warranties, as well as the warranties of its Subcontractors.

10.4 Assignment of Warranties All warranties provided for in this Article 9 are assignable to a third party without prior agreement of the Service Provider.

11. Liabilities – Insurance

11.1 Liabilities The Service Provider ensures the execution of the Order under its entire and exclusive responsibility. It is responsible towards ÉSTIAM/Paris.Education as well as towards third parties, for all damages, whatever they may be, caused, on the occasion of the execution of the Order, by its act, and/or by the act of persons or goods under its authority or custody and/or by the act of its Subcontractors. The Service Provider will be held liable for all consequences, direct or indirect, of prejudice and damages caused to ÉSTIAM/Paris.Education due to the non-execution or poor execution of the Order.

11.2 Insurance The Service Provider will subscribe at its own expense with notoriously solvent companies and will maintain valid during the execution of the Order, including all potential extensions, all insurance policies guaranteeing its civil liability and covering notably the pecuniary consequences of bodily, material, and immaterial damages caused to third parties and to ÉSTIAM/Paris.Education (general and post-delivery civil liability) as well as its professional civil liability within the framework of the execution of the Order, and this until the end of the contractual warranty period; any insurance policy covering damages caused to its personnel in case of execution of Services in a country where there is no legal social coverage system; in the case where the realization of the Services implies the supply of equipment, transport insurance (including unloading) allowing to cover physical losses or material damages affecting any supply up to the total replacement cost plus taxes and customs duties, and this, until delivery on the Site; insurance against theft, degradation, damage, loss, destruction, and damages of any kind occurring to its goods stored on the Site and which are necessary to it for the execution of the Order. The Service Provider guarantees obtaining the same insurance from its Subcontractors. The Service Provider undertakes to have inserted in the insurance policy(ies) it subscribes, a clause waiving all recourse against ÉSTIAM/Paris.Education and the latter’s insurers. The Service Provider guarantees obtaining the same waivers from its Subcontractors. The Service Provider undertakes to provide ÉSTIAM/Paris.Education at any time, upon request of the latter, with insurance certificates dated less than one month, proving that the insurance policies required under this article are in force. If the Service Provider does not communicate them, ÉSTIAM/Paris.Education reserves the right to terminate the Order in accordance with Article 13.2. The Service Provider will cover all damages or losses falling under its responsibility which would not be covered by the above insurance policies.

12. Force Majeure Are considered as events of force majeure, events that are unforeseeable, irresistible, and external to the will of the Parties, the occurrence of which renders the execution of the Order impossible. However, the following will not be considered as events of force majeure: increase in the price of labor, delay of Subcontractors, fire or explosion immobilizing the premises of the Service Provider and/or its Subcontractors, strike, natural disasters not having been the subject of a ministerial decree, this list not being exhaustive. In case of occurrence of an event of force majeure, the Service Provider must inform ÉSTIAM/Paris.Education by registered letter with acknowledgement of receipt within forty-eight (48) hours, justifying the facts invoked and the impact on the execution of the Order. The Service Provider must take all necessary measures to minimize the effects of force majeure on the execution of the Order. If ÉSTIAM/Paris.Education acknowledges the existence of an event of force majeure, it will notify the Service Provider. ÉSTIAM/Paris.Education may exonerate the Service Provider from its liability for breach or delay in the execution of the Order if it is established that the breach or delay is due exclusively to a case of force majeure and that despite its best efforts, the Service Provider could not avoid the effects on the execution of the Order. If an event of force majeure persists, ÉSTIAM/Paris.Education may contract with another Service Provider for the Services subject of this Order, without any indemnity paid to the Service Provider, it being understood that the Order may be modified accordingly. The Service Provider will then be paid for the part of the Order already realized. Failure to notify ÉSTIAM/Paris.Education of the occurrence of a case of force majeure within the allotted time constitutes acceptance by the Service Provider of all consequences notably financial resulting from the event of force majeure. The price of the Order may not be modified following an event of force majeure, but an additional execution deadline may be granted by ÉSTIAM/Paris.Education to the Service Provider. No event, even of force majeure, occurring after the contractual deadlines, and aggravating an already unjustified delay, will be taken into consideration.

13. Suspension – Termination by ÉSTIAM/Paris.Education

13.1 Suspension At any time, by notification of a notice of forty-eight (48) hours, excluding cases of urgency, ÉSTIAM/Paris.Education may order the Service Provider to suspend the execution of all or part of the Order. The Service Provider must comply therewith, until ÉSTIAM/Paris.Education signifies to it in writing that the execution of the Order may resume. ÉSTIAM/Paris.Education will pay the Service Provider for the part of the Order executed. The deadline provided for in the Order will be extended by the duration of the suspension, except when the latter results from a breach by the Service Provider of its obligations.

13.2 Immediate termination for breach by the Service Provider In case of breach by the Service Provider of any of its obligations under the Order, ÉSTIAM/Paris.Education will have the option to pronounce the termination of the Order, in whole or in part, by right, without any judicial formality and without notice, upon simple notification made to the Service Provider by registered letter with acknowledgement of receipt, without any indemnity due to the Service Provider.

13.3 Termination for convenience by ÉSTIAM/Paris.Education ÉSTIAM/Paris.Education may at any time, before or after commencement of execution of the Services, terminate the Order in whole or in part, by right and without having to justify any reason, subject to a written notice of one week minimum notified to the Service Provider by registered letter with acknowledgement of receipt. In this case, ÉSTIAM/Paris.Education will pay the Service Provider the price of the part of the Services effectively realized at the date of termination (subject to their conformity with the Order) as well as the costs supported by the Service Provider directly and reasonably linked to the termination, upon presentation of supporting documents. As of the date of notification of termination, the Service Provider must stop immediately the continuation of the execution of the Services and take all measures to minimize the aforementioned amounts.

13.4 Termination in case of force majeure In case of a force majeure event persisting for a duration of seven (7) calendar days (consecutive or total during the execution period of the Order), ÉSTIAM/Paris.Education may terminate the Order, in whole or in part, by right and without judicial formality, by notification addressed to the Service Provider by registered letter with acknowledgement of receipt and without indemnity for the latter.

13.5 Termination in case of modification of the legal situation of the Service Provider The Service Provider undertakes to declare to ÉSTIAM/Paris.Education any modification that may occur in the composition of its capital, such as change of majority, merger or absorption, as well as any judgment opening collective proceedings to which its company might be subject, such as receivership or judicial liquidation. Unless prohibited by public order law or regulation, ÉSTIAM/Paris.Education will have the option to terminate the Order without notice upon receipt of said declaration by the Service Provider, or as soon as ÉSTIAM/Paris.Education becomes aware of the modification of the legal situation of the Service Provider or of the opening of collective proceedings against the Service Provider.

13.6 Obligations of the Service Provider in case of termination On the effective date of termination, the Service Provider must:

  • interrupt all work and vacate the Site,

  • assign to ÉSTIAM/Paris.Education any right on all materials necessary for the execution of the Services,

  • deliver to ÉSTIAM/Paris.Education all documents, notably plans, studies, drawings, specifications, prepared by the Service Provider or its Subcontractors for the realization of the Services

  • return to ÉSTIAM/Paris.Education any sum paid exceeding the price of the part of the Services realized.

The Service Provider will be duly summoned to proceed with the findings regarding the executed Services and a report (procès-verbal) of these operations will be drawn up. The establishment of this report will entail Acceptance of the executed Services and will mark the starting point of the warranty provided for in Articles 10.1 and 10.2. ÉSTIAM/Paris.Education will also benefit from other legal warranties as provided for in Article 10.3.

14. Confidentiality The Service Provider refrains from communicating to anyone, without the prior written consent of ÉSTIAM/Paris.Education, all or part of the documents, details, and information relating to the activity of ÉSTIAM/Paris.Education or to the Order or its execution and to which the Service Provider has had access. The Service Provider undertakes to ensure respect of this confidentiality obligation by its personnel, its suppliers, and its Subcontractors. This confidentiality obligation will remain in force for a period of five (5) years from the completion or early termination of the Order.

15. Non-solicitation Unless prior agreement in writing by ÉSTIAM/Paris.Education, the Service Provider undertakes not to hire, nor work in any way whatsoever, directly or indirectly, with any collaborator of ÉSTIAM/Paris.Education whatever his/her legal and social status, during the duration of execution of the Contract, and during a duration of two years from the expiration of the Contract, even if the solicitation comes from said collaborator. In case of non-compliance with this clause, ÉSTIAM/Paris.Education may claim an indemnity of a minimum amount of one hundred thousand euros excluding taxes and calculated according to the following formula: twelve times the last gross monthly remuneration, calculated on the average of the last three months, received by this poached collaborator. Similarly, unless prior agreement in writing by ÉSTIAM/Paris.Education, the Service Provider undertakes not to work in any way whatsoever, directly or indirectly, with a client company of ÉSTIAM/Paris.Education met by the Service Provider during the execution of the Contract whatever its legal and social status during the duration of execution of the Contract, and during a duration of two years from the expiration of the Contract, even if the solicitation comes from the client company of ÉSTIAM/Paris.Education. In case of non-compliance with this clause, ÉSTIAM/Paris.Education may claim an indemnity of a minimum amount of two hundred thousand euros excluding taxes and calculated according to the following formula: the turnover of ÉSTIAM/Paris.Education billed during the twelve months prior to the expiration of this contract to the client company of ÉSTIAM/Paris.Education thus solicited.

16. Communication and Publicity Any film, photograph, article, notice, or advertising document relating or linked to the Order must be submitted to the prior written approval of ÉSTIAM/Paris.Education before any disclosure and/or publication. The Service Provider refrains from using or referring to the corporate names or brands of the ÉSTIAM/Paris.Education group for any purpose whatsoever, without prior, express, and written authorization from ÉSTIAM/Paris.Education.

17. Assignment of the Order

17.1 Assignment by ÉSTIAM/Paris.Education ÉSTIAM/Paris.Education reserves the right to assign to a third party all or part of the Order, without need for the prior agreement of the Service Provider.

17.2 Assignment by the Service Provider The Service Provider refrains from assigning the Order to third parties, even in part, without the prior written agreement of ÉSTIAM/Paris.Education. In all cases of assignment of the Order to third parties, all rights of ÉSTIAM/Paris.Education resulting from this Order, including the right to demand damages, will be opposable to the latter. In any event, the approval by ÉSTIAM/Paris.Education of the envisaged assignment will not release the Service Provider from its obligations under the Order. The Service Provider will remain, unless expressly stipulated otherwise, jointly and severally liable, vis-à-vis ÉSTIAM/Paris.Education, for the perfect and complete execution of the Order. Any assignment of the Order by the Service Provider in violation of this article shall be void.

18. Correspondence Any notification made within the framework of the Order must be transmitted in writing (hand delivery, electronic message, fax, or registered letter with acknowledgement of receipt) to a Representative of the other Party, the date of notification being that of its receipt by the recipient Party.

19. Applicable Law The Order is subject, particularly regarding its validity, interpretation, and execution, solely to French Law, excluding conflict of law rules that could lead to the application of a law other than French Law.

20. Settlement of Disputes Any dispute arising on the occasion of the interpretation and/or execution and/or termination of the Order must, in the first place and as far as possible, be settled by means of amicable negotiations between the Parties. Failing an amicable agreement between the Parties within a period of sixty (60) calendar days from the date of first notification of the dispute, it shall be, at the written request of a Party, submitted to the Commercial Court of Paris (Tribunal de Commerce de Paris), to which the Parties attribute exclusive jurisdiction, notwithstanding plurality of defendants and third-party claims, including for emergency proceedings and conservatory proceedings, in summary proceedings or upon petition. ÉSTIAM/Paris.Education reserves, however, the right to seize the court of the Service Provider’s registered office and in this case, to potentially waive the application of its own legislation.

21. Miscellaneous The headings appearing in these GTCP are purely indicative and their wording cannot influence the interpretation of the provisions to which they relate. The fact for ÉSTIAM/Paris.Education not to demand the strict application of any clause of these GTCP can in no case be considered as a waiver to avail itself of it in the future.