CVO-EUROPE GENERAL TERMS AND CONDITIONS OF TRAINING
1. Purpose and scope: The present general terms and conditions of Training (the “GTCT”) apply to all training services (“Training Services”) and related services. By placing an Order with us, the client confirms its unreserved acceptance and complete approval of the present GTCT. CVO-EUROPE reserves the right unilaterally to modify the provisions of the GTCT. Any change in the GTCT is binding on the client upon notification thereof by any means whatsoever. The Training Contract (“Contract”) consists of the following documents ranked in order of priority and authority: the Training agreement signed in application of Article L. 6353-2 of the French Labour Code (“Agreement”) and, where appropriate, the quotation, the present GTCT and the Order.
CVO-EUROPE may offer several type of Training Services. Intra-Company Training Services (“Intra Training”) are carried out by CVO-EUROPE for a specific company and, if necessary, are adapted to the needs of such company. Inter-Company Training Services (“Inter Training”) are tailor-made and carried out on the premises of CVO-EUROPE or in the facilities made available by CVO-EUROPE and can accommodate participants from several companies, including CVO-EUROPE employees. “E-learning Training” is fully carried out via an online services platform made available by CVO-EUROPE (the “Platform”). “Blended Training” is partially carried out via the Platform.
2. Order: All Orders must be submitted in writing by the client to CVO-EUROPE, in particular by e-mail, by returning the registration form or the signed quotation, by issuing a signed purchase order referring to the Training catalogue or to the quotation, or via a sales website edited by CVO-EUROPE (the “Online Store”). Orders for Intra Training or Blended Training Services must be placed by means of accepting a quotation.
3. Documents related to Training Services: Following the Order, CVO-EUROPE will send the Agreement to the client. The client agrees to return a dated and signed copy of the Agreement bearing its commercial stamp to CVO-EUROPE before the start of the Training Services. Registration for Training Services will not be final until CVO-EUROPE has received a copy of the Agreement signed by the client. Notwithstanding the foregoing, if the Training Services are ordered via the Online Store, the client shall accept the Agreement online. For Inter Training Services, CVO-EUROPE will also send the client an invitation to be given to the trainee. The client agrees to provide this invitation to the trainee as soon as possible. For Intra Training, Blended Training and E-Learning Training Services, the client agrees to provide the trainee with the information mentioned in the first paragraph of Article L. 6353-8 of the French Labour Code. After the end of Training Services, CVO-EUROPE will send the client a certification of completion confirming, as necessary, the trainee’s presence during the Training Services and/or his/her attendance record for the E-learning Training or Blended Training Services.
4. Modifications or cancellation by CVO-EUROPE: CVO-EUROPE reserves the right to modify the Training catalogue, in particular the dates and prices of Training Services, at any time. Should the number of trainees be insufficient to ensure the smooth running of the Inter Training Services, CVO-EUROPE reserves the right to offer a new date to the client or to cancel the Training Services no later than ten working days before the start of Training Services, without the client having any claim to compensation.
5. Modifications or cancellation by the client: Any change in the Order shall be set out in an amendment. Any acceptance of the client’s modification requests will be at the discretion of CVO-EUROPE. The client may cancel the Order up to ten working days before the start of the Training Service, providing that for the Intra Training Services the initial forecasted date shall be taken into account and for the Blended Training Services the initial forecasted date of the in-person session shall be taken into account. Notwithstanding the foregoing, the client may no longer cancel the E-learning Training or Blended Training Services when the Platform access have been made available by CVO-EUROPE. Any Training Services, once started, must be paid in full.
6. The client shall ensure that its network and systems comply with the Platform specifications. The client shall be solely responsible for procuring and maintaining its network connections and telecommunications links and for all damage arising from or relating to the client’s network connections or telecommunications links or caused by the internet. CVO-EUROPE does not warrant that the client’s use of the Platform will be uninterrupted or error-free. Login and password to access the Platform are personal, confidential and non-transferable. Each trainee shall keep its login and password secure and confidential. The client vouch for the trainee. The client shall ensure that the trainee use the Platform in accordance with the Contract and the GTCT. In case of an unauthorized transfer of the access, CVO-EUROPE may suspend the said access without the client having any claim to compensation
7. Non-Solicitation of staff: Throughout the term of the Contract and for at least one year after the termination of Training Services, the client agrees to refrain from hiring, directly or indirectly, any CVO-EUROPE employee or collaborator. Where the client does not comply with this obligation, it shall pay, at the first request of CVO-EUROPE, fair compensation calculated in accordance with the damage incurred. This compensation cannot be equal to less than six months of the gross salary of the relevant employee or collaborator.
8. Price of Training: Prices which are not available on the Online Store or in the Training catalogue are quoted. Fixed or actual Expenses for travel, meals and accommodation may be added. Additional expenses related to a cause attributable to the client or to a specific client request will be invoiced as supplemental charges according to the conditions in effect at the time they were incurred. Costs invoices to the client are pre-tax prices. VAT and any other taxes applicable at the time of the billing will be added.
9. Terms and conditions of payment: Unless otherwise agreed in writing signed by the parties, invoices are payable in full by cheque or bank transfer. No discount will be granted for early payment. Failure to pay by the due date will automatically and without prior notification entail:
– where applicable, the suspension of all Training Services in progress and those for the future. All amounts owed will become payable immediately, regardless of the agreed method and terms of payment;
– the application of late fees, calculated from the due date until the date of actual payment at a rate equal to three times the legal interest rate;
– the application of a penalty of forty (40) euros, without prejudice to the possibility for CVO-EUROPE to obtain the reimbursement of all expenses incurred for recovering the unpaid amounts.
Any sums and penalties recovered by means of litigation will incur a fee of 15% of the total amount by way of a penalty clause. Moreover, in the case of legal action or any other debt recovery action by CVO-EUROPE, fees for service of an order, legal fees and counsel and notary fees and expenses as well as all associated costs will be at the defaulting client’s expense. Any client complaint concerning one or more lines of an invoice should be sent by registered mail with acknowledgement of receipt to the CVO-EUROPE customer service department no more than seven (7) days after the invoice is received.
10. Securing Training funding from an accredited collection body (“OPCA”)
The client is responsible for carrying out all formalities related to securing funding for the Training Service from OPCA and for ensuring that the procedure runs smoothly.
The OPCA designated by the client will be charged for the Training Services under the following conditions:
– At the time the Order is placed, the client must provide the full and accurate contact information for the OPCA on which it depends and must accurately indicate the portion of the Training Services that will be covered by OPCA (and, for Intra Training Services, the client must indicate whether OPCA will cover the actual costs of the trainer(s));
– CVO-EUROPE must receive the OPCA funding agreement no later than one working day prior to the start of Training Services.
If these conditions are not met, the client will be billed for the Training Services. In any event, and even if these conditions are met, should OPCA fail to pay within the time period set out in the Contract, the client will be responsible for all amounts owed. If applicable, any modifications that are not accepted by OPCA will be billed directly to the client.
11. Confidentiality: The parties agree to treat all information and documents concerning the other party, whatever the format and type, in the strictest confidence, in particular the economic, technical and commercial information and documents which have come to its knowledge under the Contract. The parties must take the necessary measures with regard to their staff to ensure the confidentiality of the aforementioned information and documents. The parties do not accept any liability whatsoever for the disclosure of information if such information is in the public domain or if it has been regularly obtained by other sources.
12. Intellectual property: Each party will retain full ownership of the knowledge acquired prior to and independently of the Contract. The client will not acquire any property rights over the methods, Training Services, tools, software, technical files and know-how of CVO-EUROPE. CVO-EUROPE grants trainees the right to use the Training Services materials made available to them, for their exclusive use within the context of their activities at the client’s premises. This right is non-assignable and non-transferable.
13. Communications: Unless otherwise agreed, the client gives CVO-EUROPE permission to use its name and logo in its commercial documents and to mention its name as a client for reference purposes.
14. Liability: The parties expressly agree that in case of a serious fault attributable to CVO-EUROPE, the client will be entitled to claim compensation from CVO-EUROPE for direct losses and damage foreseeable with certainty, subject to providing evidence thereof. The parties expressly exclude the right to claim compensation of any kind for indirect damage (in particular financial or commercial loss, loss of income, profit, clients, image, earnings or chance, or damage caused to persons or goods distinct from the contract). CVO-EUROPE cannot be held responsible for consequential damage (such as financial or commercial prejudice; loss of profit, turnover, clientele or image; loss of income; loss of opportunity; or damage to persons or property separate from the purpose of the Contract) or damage that has an origin unrelated to CVO-EUROPE (in particular, a fault or negligence on the part of the client).
Should CVO-EUROPE be held liable, the amount of compensation may not exceed an amount equal to twice the total amount of the Contract, whatever the legal basis of the claim and the procedure used to lodge such a claim. The client may not rely on CVO-EUROPE’s professional status in order to evade its own responsibilities.
15. Force majeure: Events beyond the control of the parties, which they could not reasonably be expected to foresee and which they could not reasonably have avoided or overcome, inasmuch as the occurrence thereof prevents the performance of the Contract by either party, are considered as cases of force majeure or unforeseeable circumstances. In such a case, the affected party shall notify the other in writing, namely by fax or email, as soon as possible. The performance of the Contract will be suspended automatically without compensation from the date on which the event occurs. If the event lasts more than fifteen (15) days from the date on which it first occurs, the Contract may be terminated by the first party to send notice of termination of said Contract by mail with acknowledgement of receipt, without either party being able to claim damages. Such termination will take effect from the date on which notice thereof is received. Cases of force majeure or unforeseeable events include death or illness requiring a work stoppage by the CVO-EUROPE staff assigned to perform the Contract.
16. Waiver: The failure of either party to apply any of these clauses at any given time does not imply a waiver of its right to apply such clause at a later time.
17. Applicable law and assignment of jurisdiction: CVO-EUROPE chooses its head office as its address for service. Any questions regarding the Contract will be governed by French law to the exclusion of any other right. The parties and / or their counsel will meet and make every effort to amicably resolve any dispute or litigation relating in particular to the conclusion, interpretation and performance of the Contract. In case of inability to reach a mutual agreement, jurisdiction over any disputes will be exclusively attributed to the Tribunal de Commerce de Lyon (Lyon Commercial Court), regardless of the location at which the Order was placed, any payment or method of payment, the location at which the Contract was performed, the location of payment and mode of payment, or even in the event of connected cases, multiple defendants or the introduction of third parties. This same jurisdiction will apply irrespective of whether it is a principal claim, an incidental claim, an action on the merits or a summary hearing.
Effective date: 16/05/2016