ARTICLE N°1: SUBJECT OF THE CONTRACT
The subjet of this contract is to ensure an advice/counseling prestation for the client, in the courses of projects or of the client’s mastered or specific work .
This contract is not an agreement for the provision of personnel or temporary work.
ITx Partners undertakes to provide the Client with the support described in the service offer.
ARTICLE 2: PROJECT MANAGEMENT AND ORGANISATION OF WORK
The coordination and supervision of the works defined in the service offer and within the framework of which ITx Partners’ technical assistance is provided are assumed by the Client, the sole Project Manager of the works. These are placed under his sole responsibility, in particular with regard to :
– the definition and/or validation of the specifications of the work to be carried out,
– methods, means of production and quality specifications,
– the practical organisation of the work,
– provisions on data retention and security.
In this respect, the Client appoints from among its teams a person in charge of the entire mission, with all the required skills and invested with the power to take any decision required by the situation and with regard to the solutions proposed by ITx Partners. The name of this person in charge is indicated in the service offer.
ARTICLE N°3: EXECUTION AND MONITORING OF SERVICES
ITx Partners will periodically, in the presence of the Client and whenever necessary, monitor the execution of its services.
For its part, the Client must inform ITx Partners in writing of its conditions of execution and, in general, of its observations of any kind.
The Client will not address any observations directly to the ITx Partners staff working on its premises, but to the ITx Partners manager designated in the service offer. This provision can be waived in case of emergency and in particular for security reasons.
ARTICLE N°4: MEANS IMPLEMENTED
The ITx Partners staff assigned to the performance of the service works in all circumstances under the hierarchical and disciplinary responsibility of ITx Partners, which controls the proper execution of the work provided for in the contract and regularly monitors the progress of the activities. They receive all the help they need from ITx Partners’ management to carry out the tasks entrusted to them.
ITx Partners in its capacity as employer or principal (in the case of subcontracting) ensures the administrative, accounting and social management of its staff involved in the execution of the services subject to the Contract and thus meets all the commitments relating to labour legislation such as salaries, insurance, social benefits, etc.
ITx Partners ensures, for its personnel, the responsibility of its affiliation to all social organisations, as well as its full responsibility with regard to labour legislation. In this respect, it certifies that it has made the declarations required by the social protection bodies.
ITx Partners staff will be bound by their contractual working hours. In the event that the proper performance of the service requires special working hours – intervention on Saturdays, Sundays, public holidays, nights – or the introduction of on-call duty, the parties must agree in advance on the conditions for their implementation and invoicing by means of a written agreement.
ARTICLE N°5 : EXECUTION CONDITIONS
The Client undertakes to receive the members of the Service Provider’s staff working on the performance of the services subject to the contract, under normal conditions having regard to the specific nature of said services.
The Client is therefore obliged to keep ITx Partners’ staff fully informed about the safety instructions and the obligations referred to in its internal regulations applicable in its premises or installations when they are accessible to ITx Partners’ staff.
The personnel of ITx Partners undertakes to comply with the non-disciplinary provisions of the internal regulations of the Client’s establishment in which it operates, as well as with all reception formalities or traffic regulations in force in this establishment.
The Client expressly accepts the absences of ITx Partners personnel from his site in the following cases:
– Cases of force majeure or fortuitous events (illness, industrial accident, etc.),
– cases provided for by labour laws and regulations (training, paid holidays, resignation…..)
The Service Provider undertakes to inform the Client of the absences of its staff.
In the event of the unavailability of personnel intervening within the framework of this contract, ITx Partners will make its best efforts to ensure the continuity of the services in progress.
ITx Partners may use any external subcontractor for the performance of its mission. The Client will be informed of this.
ARTICLE N°6: FINANCIAL CONDITIONS
The financial conditions corresponding to the technical assistance referred to in this contract are defined according to a fixed rate, either monthly or daily, specified in the service offer.
The prices are indicated exclusive of tax and will be increased by the VAT in force on the day of invoicing.
ARTICLE N°7: INVOICING AND PAYMENT
Monthly invoicing will be established on the basis of the material means and resources implemented for the execution of this contract.
Invoices from ITx Partners are payable by bank transfer according to the due date given in the service offer.
In the event of late payment, the sums due shall bear interest at a rate equal to 1.5 times the legal interest rate and a fixed recovery indemnity of 40 euros excluding VAT shall be invoiced.
ITx Partners may also, after a formal notice by registered letter with acknowledgement of receipt that has remained without effect, suspend the execution of the work until the settlement of the outstanding invoices without this suspension being considered as a termination of the contract by ITx Partners and without waiver of any interest for late payment and damages to which ITx Partners may be entitled, in particular as a result of late or non-payment and the prejudice suffered.
ARTICLE N°8: INTELLECTUAL PROPERTY
This contract does not affect the intellectual property rights held by the parties prior to its conclusion. In particular, each of the parties shall remain the owner of the rights of any kind – including simple exploitation or licence rights – which it held and which it has used to execute this contract.
Subject to full payment of the services by the Client, the results of the work of ITx Partners to provide the services that are the subject of the contract and in particular the software produced in this context by ITx Partners remain the intellectual property of the Client.
ARTICLE N° 9: DURATION
As of the effective date, the contract will take effect.
The contract lasts a fixed term, given in the agreement.
ARTICLE n°10: DERELICTION OF DUTY- RESILIATION
In case of a serious breach to obligations from either side under the contract, the impacted side can with a registered letter and an acknowledgement of receipt, put in default the deffective side and ask it to rectify their mistake(s) within a period of 30 days following the reception the said letter.
If the deffective side did not remidy, or try to remidy following the stated deadline, the impacted side can with a registered letter and an acknowledgement of receipt, notify a contract termination. The contract termination will intervene with full rights, upon the recipt of the resiliation notice, without any formalities.
Cannot be considered as a serious breach to the preciding paragraph, a default beyond ITx Partner’s control such as defaults caused by the information given by a client, its softwares, or its hardware that isn’t ensured by ITx Partners or a hardware ensured by ITx Partners with dysfunctions due to :
– The clients use of supports and supplies, or other elements with an unintended use with these hardwares.
– The neglegt, the misuse, a damage caused by fire or water, electric disturbances or during telecommunications, the clients trips, or the intervention of unauthorised people by ITx Partners, or any other causes beyond ITx Partners control.
ARTICLE N°11: ITx Partners OBLIGATIONS- RESPONSABILITIES
ITx Partners will execute the contractual obligations in full, using the necessary wherewithals complying within the proper rules of the type of service. ITx Partners responsability won’t be engaged until their fault has been proven.
In cases where ITx Partners responsability has been proven, for any causes, the client cannot claim a higher compensation, for a potential damage, than the last monthly billing (excluding reimbursement of expenses). This cap is applicable to all direct damages.
In the event that files, data, programmes, etc…. or any other document are entrusted to ITx Partners by the Client, it is the Client’s responsibility to protect himself against the risks of loss or accident by keeping a copy of all the elements handed over to ITx Partners. By express agreement, ITx Partners may under no circumstances be held liable in the event of damage to these elements.
The Client must have all his operating licences. ITx Partners may not be held liable by anyone in the event of the Client’s failure to update and monitor its software operating licences.
ITx Partners cannot be held liable and no repairs will be owed to the Client:
– in the event of delay in the execution of the services due to the fault of a third party or the Client,
– in the event that the damages invoked by the Customer are the result of a non-performance, even partial, of the obligations incumbent upon him,
– in the event of indirect damage, such as, in particular, loss of orders, operating losses, loss of profits, loss of turnover, damage to the brand image, as well as any action brought by a third party against the Client,
– in the event of use by the Customer of equipment that does not conform, is not recommended, or in an application not indicated by its manufacturer,
– in the event of use by the Customer of equipment for which he does not have all the rights allowing its use in full compliance with the provisions governing intellectual property.
ARTICLE 12: INSURANCE
ITx Partners declares that it has taken out adequate insurance policies for sufficient amounts with one or more insurance companies known to be solvent, covering the risks that may arise to persons or property in the course of its activity.
In particular, ITx Partners declares that it is covered by an operational and professional civil and professional liability insurance policy covering the financial consequences that it may incur due to physical, material or immaterial accidents caused to the Client and to third parties as a result of its activities.
ITx Partners undertakes to provide proof of its insurance policies and of the payment of the premiums corresponding to any requisition on the part of the Client.
For its part, the Client declares that it has taken out a civil liability insurance policy covering third parties working on its operating sites.
ARTICLE N° 13: CONFIDENTIALITY
Both parties undertake to keep confidential all information and documents concerning the other party, of any nature whatsoever, economic, technical, commercial, …. to which they could have had access during the execution of the contract for two years from the communication of the protected information.
However, the parties shall not be held liable if the information disclosed can be obtained from another source, if it was already known before the start of the assignment or if it is in the public domain.
The clauses of this contract and its amendments are deemed confidential and as such may not be published or communicated.
Without written opposition from the Client, ITx Partners reserves the right to mention, by way of reference, the existence and the object of this contract in its commercial documents distributed in particular to its clients and prospects.
ARTICLE N° 14: NON-SOLICITATION OF PERSONNEL – RECRUITMENT
In view of the very high investment made by ITx Partners in its selection, recruitment and training process, as well as the highly specialised nature of the services provided and the particular skills of the personnel working on the project, the parties undertake not to directly or indirectly hire, employ or cause to be employed under any status whatsoever on its behalf any personnel of the other party who have participated in carrying out the work requested.
The parties may waive this clause by express prior agreement. This commitment is valid for the entire duration of the contract and for a period of 12 months following the end of this contract.
Failure by one of the parties to comply with this obligation will result in the payment to the other party, as a penalty clause, of a lump-sum indemnity of 120 days’ work at the daily rate mentioned in this proposal, without prejudice to any damages that may be claimed in court.
ARTICLE N°15: DIVISIBILITY
If, for any reason whatsoever, one of the clauses of this contract cannot be applied, all the other clauses shall remain valid and shall have the force of law between the parties.
ARTICLE N° 16: MISCELLANEOUS
The present conditions and the offer of services express the entirety of the obligations of the parties. It cancels any previous agreement or correspondence and may only be modified by a written document signed by both parties.
Clauses or conditions of purchase mentioned on a purchase order or any other document originating from the Client and which are in contradiction with the present terms and conditions are without effect.
The present contract may not, under any circumstances, be the subject of a total or partial transfer, whether in return for payment or free of charge, in particular by way of contribution, assignment, merger…
In the event of a dispute, only the court of Paris will be competent.
Should a dispute arise between the Parties as a result of the execution or interpretation of this contract, the Parties agree prior to any legal action to seek an amicable solution, in particular through conciliation.
In the event of failure of this amicable procedure, the dispute will then be submitted to the jurisdictional competence designated above.