PREAMBLE

HALIFAX refers to HALIFAX CONSULTING, a SAS with capital of €208,512, registered in the Versailles Trade and Companies Register under number 450 220 512, with its registered office at 15-17 RUE DE PONTOISE – HÔTEL DE CRÉQUY, 78100 SAINT-GERMAIN-EN-LAYE.

HALIFAX specializes in consulting and training, mainly in sales performance, and in the marketing of training and sales support solutions. In this context, Halifax has developed several solutions, including:

  • a remote digital content platform,
  • an asynchronous video-training platform,
  • reinforcement solutions,
  • serious games,
  • adaptive-learning solutions, and
  • sales-support software (organization diagnostics, portfolio segmentation, account planning).

1. DEFINITIONS

The following capitalized terms have the meanings set out below:

“Customer”
Any professional (natural person or legal entity) acting for professional purposes who places an Order for Products or Services with HALIFAX.
“Product or Service”
Consulting services, content creation and digital tools ordered by a Customer from HALIFAX.
“Order”
Any order for a Product or Service placed by a Customer with HALIFAX and evidenced by the signature of Special Terms and Conditions.
“Special Conditions”
The document defining the particular terms and conditions for execution of the Product or Service ordered by the Customer (accepted quotation, order form, commercial offer, etc.).
“GTC”
These General Terms and Conditions of Sale and Service.
“Contract”
The combination of the GTC and the Special Conditions, which together govern the relationship between HALIFAX and the Customer.
“Consultation”
Online viewing of the Data.
“Subscription”
The subscription enabling the Customer to access a Product or Service for a specified period, under the conditions and limits defined in the GTC and Special Conditions.
“Contents”
Information contained in the Products or Services or in the Databases accessed by the Customer.

2. PURPOSE AND ACCEPTANCE

These GTC define, in addition to the Special Conditions, the terms under which HALIFAX performs the Products or Services in return for payment by the Customer. The Customer accepts the GTC before any Order. Placing an Order implies immediate, full and unreserved acceptance of the GTC and the Special Conditions. The GTC prevail over any contradictory clauses in the Customer’s documents. Any deviation requires HALIFAX’s prior written consent. HALIFAX may amend the GTC at any time. Unless otherwise stipulated in the Special Conditions, the version in force on the Order date applies.

3. CONTRACTUAL HIERARCHY

  • The GTC apply to all HALIFAX products and services and prevail over brochures, advertising or websites.
  • Special Conditions may add provisions that take precedence over the GTC.
  • If HALIFAX markets Products or Services for which it is not the initial publisher, a specific licence agreement may be drawn up and will prevail over the Special Conditions.

4. COMMISSIONING

  • Unless otherwise stipulated in the Special Conditions, online Products or Services become active upon first payment.
  • Subscription formulas correspond to different access terms (number of Data consultations, type of Data, etc.) described in the Special Conditions.

5. INFORMATION, ADVICE AND WARNINGS

Throughout performance, HALIFAX undertakes to:

  • Analyse the Customer’s needs and request any required information or documents.
  • Propose variants better suited to the Customer’s needs.
  • Inform and warn the Customer in writing and without delay of the consequences of any new or additional request.
  • Alert the Customer to any event likely to affect the timetable or objectives.
  • Request any missing information or documents.
  • Provide useful information or documents relating to the Products or Services.

6. INTELLECTUAL PROPERTY

  • No transfer of intellectual, moral or economic rights occurs to the Customer. The Customer receives a simple, personal, limited, non-exclusive, non-transferable and non-assignable right to use the works and Data solely for its own internal needs.
  • The license is non-exclusive, personal, single-user, non-assignable and non-transferable. The Customer shall not provide services to third parties or send messages on behalf of third parties. Any communication of Data to third parties is strictly prohibited.
  • All works, studies or documentation developed by HALIFAX remain HALIFAX’s property.
  • Reciprocal communication of files, documents and data does not transfer ownership; they may be used only for performance of the Products or Services.
  • Each Party retains exclusive ownership of its software, applications, databases, tools, methods and know-how.
  • Redistributed Products or Services may be subject to a specific licence supplied with the Product or Service.
  • The Customer shall not extract, reuse, store, reproduce, represent, copy, download, transmit, sell, lease or retain any substantial part of the Data.
  • HALIFAX may insert trap data to detect counterfeiting.
  • HALIFAX may suspend access without notice and without compensation for infringement and may initiate legal proceedings.

7. PERSONAL DATA

  • Processing of personal data, if any, is contractual and compliant with applicable legislation.
  • Any communication of personal data by the Customer must be expressly indicated and, where necessary, covered by a specific agreement.

8. TERMS AND CONDITIONS OF DELIVERY

  • Proper execution requires active and regular collaboration between the Parties, who undertake to behave loyally.
  • Each Party shall alert the other and consult promptly to implement the most appropriate solution in case of difficulty.
  • The Customer shall provide all required information and documents, ensure availability of a qualified contact person, and check documents submitted for approval within seven (7) days; silence constitutes approval.
  • Any misuse may result in temporary, immediate and automatic suspension of Subscriptions and/or access without notice or compensation, pending justification. Absent valid justification, HALIFAX may terminate the Subscription without notice, compensation or reimbursement.

9. SUPPORT – MAINTENANCE

  • Unless expressly mentioned in the Special Conditions or by separate contract, Products or Services relating to the Website and Software benefit from maintenance and assistance as follows:
    1. First-level support via a dedicated telephone service on working days, 9 a.m.–7 p.m.
    2. Maintenance includes diagnosis and correction of defects in the Website and Software. Requests for modification, update or adaptation after delivery are subject to a specific quotation.

10. LIABILITY

  • The Customer is responsible for assessing its needs, suitability of the Products or Services, and ensuring required skills and hardware configuration.
  • Software and computer products are never completely error-free.
  • The Customer is solely responsible for its use of the Products or Services; HALIFAX shall not be liable for consequences of such use.
  • HALIFAX shall not be liable for characteristics of Products or Services published by its partners or consequences of their use.

11. SUBCONTRACTING AND ASSIGNMENT

  • HALIFAX may subcontract hosting, processing, distribution, invoicing or supply. Credit-card payment security is ensured by an approved third-party provider.
  • HALIFAX may assign the Customer’s Subscription or contract to any third party without entitling the Customer to terminate the Subscription or contract on that basis.

12. NON-SOLICITATION OF PERSONNEL

  • For the duration of the contractual relationship and one (1) year after termination, the Customer undertakes not to employ, directly or indirectly, any member of HALIFAX’s staff.
  • In case of non-compliance, the Customer shall pay HALIFAX a fixed indemnity equal to one (1) year’s gross remuneration, including social security charges, for each staff member concerned.

13. DURATION – TERMINATION

  • Services are performed according to the schedule defined in the Special Conditions.
  • HALIFAX may terminate the Agreement ipso jure in case of the Customer’s failure to fulfil any obligations. Termination occurs after formal notice by registered letter with acknowledgement of receipt remains ineffective for thirty (30) calendar days.
  • Upon termination by the Customer, no reimbursement of sums already paid is due, and any signed quotation or order form must be honoured.

14. MISSION PLANNING AND REPORTING

  • Dates agreed with the Customer are firmly reserved.
  • If the Customer decides to interrupt or postpone work, it shall inform HALIFAX in writing as soon as possible and pay fees and expenses according to the following scale:
    • Postponement or cancellation ≥ 31 working days before the session: no compensation.
    • Postponement or cancellation 10–30 working days before the session: 30 % of the fees invoiced.
    • Postponement or cancellation < 10 working days before the session: 50 % of the fees invoiced.

15. NO RIGHT OF WITHDRAWAL WHERE THE CONTRACT IS CONCLUDED REMOTELY

The Customer, acting as a professional, acknowledges that it may not avail itself of the right of withdrawal under the French Consumer Code. If the Customer has fewer than or equal to five (5) employees and the services were undertaken within the legal withdrawal period, the Customer expressly waives its right of withdrawal at the time of Order confirmation.

16. FINANCIAL CONDITIONS

16.1 Price

Prices are indicated in the Special Conditions in euros, exclusive of VAT. VAT applies at the rate in force when the Order is placed. All Orders are payable in euros.

16.2 Terms of payment for Services

  • Unless otherwise specified, the start of the assignment is conditional upon cash payment of a deposit equal to 25 % of the total amount.
  • The Customer receives an invoice for fees and expenses incurred at each stage.
  • For split invoicing between several establishments, the administrative fee is €50 per establishment.
  • Payment is due within thirty (30) days of the invoice date.
  • Late payment penalties: three times the legal interest rate (Law 2008-776 of 4 August 2008).
  • Any delay in payment, even partial, automatically renders all HALIFAX invoices immediately due.

16.3 Late payment

  • Late payment penalties: ECB refinancing rate plus 10 percentage points plus a fixed indemnity of €40 for collection costs, automatically and without reminder (French Commercial Code art. L 441-6).
  • Late payment may lead to suspension of the Product or Service.

16.4 Retention of title

  • Ownership transfers only upon full and final payment of the Products, prices and incidental costs, with risk borne by the Customer from delivery.
  • In case of non-payment after formal notice, HALIFAX may reclaim the goods, including via summary proceedings.
  • In case of receivership or liquidation, HALIFAX may avail itself of Law 85-98 of 25 January 1985.

17. CONFIDENTIALITY

  • Each Party undertakes to maintain strict confidentiality during the Contract and indefinitely thereafter regarding any information, knowledge or know-how, including prices and operating procedures, except for information in the public domain, already in possession, or required by law.
  • The obligation does not apply to disclosure necessary for performance to a third party bound by equivalent confidentiality.

18. LIABILITY AND INSURANCE

18.1 Liability

  • HALIFAX performs its obligations diligently under an obligation of means.
  • HALIFAX shall not be liable for Customer fault, negligence, omission or default, nor for damage resulting from errors in documents or information supplied by the Customer.
  • HALIFAX shall not be liable for any material, intangible or physical damage unless the Customer establishes a causal link to a HALIFAX fault.
  • HALIFAX excludes liability for any indirect loss, including loss of profits, commercial or financial loss, increased overheads, loss of sales, receivables, profits, gains or margins, loss of goodwill, loss of opportunity, or any commercial or image loss.
  • Total compensation shall not exceed the price of the Product or Service, excluding VAT.
  • HALIFAX is not responsible for technical incidents on networks beyond its control or force majeure events.

18.2 Insurance

HALIFAX holds insurance with a solvent insurer covering all risks arising from performance of its obligations.

19. INDEPENDENCE OF THE PARTIES

The Contract does not create any agency, joint venture, consortium or partnership. The Parties remain independent commercial partners, each bearing its own risks.

20. DIVISIBILITY

If any provision of the GTC is invalid or unenforceable, the remaining provisions remain in full force and the GTC shall be interpreted to achieve the original intent.

21. IMPREVISION

The Parties exclude the application of Article 1195 of the French Civil Code.

22. WAIVER AND TOLERANCE

  • Waiver: Non-enforcement of any provision does not constitute a general waiver.
  • Tolerance: Tolerance of non-performance does not confer any rights.

23. DISPUTES AND JURISDICTION

  • The Contract is governed by French law.
  • The Parties shall attempt amicable settlement for eight (8) days after written notification.
  • Failing agreement, exclusive jurisdiction lies with the Versailles Commercial Court, including in the event of multiple claimants, summary proceedings or warranty.