Commercial Policy

Terms and Conditions of Sale

Article 1 – Scope. In accordance with Article L. 441-1 of the French Commercial Code, these General Terms and Conditions of Sale constitute the sole basis of the business relationship between the parties. Their purpose is to define the conditions under which MARC PRAGER CONSEIL, a single-member limited liability company (EURL) with share capital of €1,000, having its registered office at 8 chemin Louis Chirpaz, 69130 Écully, France, registered under number 929 301 786 RCS Lyon (hereinafter “the Provider”), supplies to professional clients (“the Clients” or “the Client”) who request them, via the Provider’s website, by direct contact or in paper form, management consulting, advisory and team coaching services (“the Services”). They apply, without restriction or reservation, to all Services provided by the Provider to Clients of the same category, regardless of any clauses that may appear in the Client’s own documents, including its general purchasing conditions. In accordance with applicable regulations, these General Terms and Conditions of Sale are systematically provided to any Client who requests them, to enable them to place an order with the Provider. They are also provided to any Client prior to the conclusion of a single agreement as referred to in Articles L. 441-3 et seq. of the French Commercial Code, within the statutory time limits. Any order for Services implies, on the part of the Client, acceptance of these General Terms and Conditions of Sale and of the general terms of use of the Provider’s website for electronic orders. In accordance with applicable regulations, the Provider reserves the right to depart from certain clauses of these General Terms and Conditions of Sale, depending on negotiations conducted with the Client, by establishing specific terms of sale.

Article 2 – Orders. 2.1 Sales of Services are only finalised once a quote has been drawn up and the Client’s order has been expressly accepted in writing by the Provider, evidenced by an acknowledgement of receipt issued by the Provider. The Provider provides electronic ordering (including acceptance and confirmation) facilities to allow Clients to order Services as conveniently and quickly as possible. For orders placed exclusively online, an order is recorded on the Provider’s website once the Client accepts these General Terms and Conditions of Sale by ticking the box provided for this purpose and validates their order. The Client is able to check the details of their order and its total price, and to correct any errors, before confirming their acceptance (Article 1127-2 of the French Civil Code). This validation constitutes acceptance of these General Terms and Conditions of Sale in full and serves as proof of the sales contract. Receipt and acceptance of the order are confirmed by email. The data recorded in the Provider’s information system constitutes proof of all transactions concluded with the Client. 2.2 Any changes to the order requested by the Client will only be taken into account, within the limits of the Provider’s ability to do so, if notified in writing at least ten (10) days before the scheduled date for the Supply of the Services ordered, following the Client’s signature of a specific order form and any resulting price adjustment. 2.3 If the Client cancels an order after it has been accepted by the Provider, less than ten (10) days before the scheduled date for the Supply of the Services ordered, for any reason other than force majeure, a sum equal to 50% of the total price of the Services excluding tax will be payable to the Provider and invoiced to the Client as damages, in compensation for the loss thereby incurred.

Article 3 – Pricing. Services are supplied at the Provider’s rates in effect on the date the order is placed, in accordance with the quote previously drawn up by the Provider and accepted by the Client, as set out in the “Orders” article above. Prices are net and exclusive of tax, and are set at a daily rate of €2,500 excluding tax. An invoice is issued by the Provider and given to the Client on each Supply of Services. Where the cost of Services cannot be known or stated precisely in advance, the terms for determining that cost, as well as the method for calculating the price so that it can be verified, will be communicated to the Client or set out in a detailed quote, at the Client’s request, in accordance with Article L. 441-1, III of the French Commercial Code.

Article 4 – Payment terms. 4.1 Payment deadlines. Unless otherwise agreed contractually, the price is payable in full, in cash, on the day the Client confirms the order for the Services, as indicated on the invoice given to the Client. No payment deadline or instalment plan will be granted to the Client. No discount, rebate or reduction of any kind, of whatever nature, may be granted to the Client, for any reason whatsoever. The price must be paid solely by bank transfer to the Provider, using the bank details shown on the invoice sent by the Provider to the Client. 4.2 Late payment penalties. In the event of late payment, penalties equal to three times the legal interest rate in effect on the date the delay is recorded, increased by 10 percentage points, will apply in accordance with Article L. 441-10 of the French Commercial Code, together with a flat-rate recovery fee of €40. Late payment will render all sums owed to the Provider by the Client immediately due and payable, without prejudice to any other action the Provider may be entitled to take against the Client in this respect.

If the above payment terms are not complied with, the Provider further reserves the right to suspend the Supply of Services ordered by the Client, and to suspend performance of its obligations. 4.3 No set-off. Except with the Provider’s express, prior, written agreement, and provided that the reciprocal debts and claims are certain, liquidated and due, the Client may not validly set off any penalties for delay in the Supply of the Services ordered, or non-conformity with the order, against sums owed by the Client to the Provider for the purchase of those Services.

Article 5 – Terms of Supply of Services. The Services requested by the Client will be supplied within a period agreed between the Provider and the Client, starting from the Provider’s receipt of the corresponding duly signed order form. The Provider cannot under any circumstances be held liable for any delay or suspension in the Supply of the service attributable to the Client, or in the event of force majeure. Services will be supplied at the location designated by the Client, at the Client’s sole expense.

Article 6 – Provider’s Liability – Warranty. In accordance with statutory provisions, the Provider warrants to the Client against any lack of conformity of the Services and any hidden defect resulting from a defect in the design or Supply of the Services, excluding any negligence or fault on the part of the Client. The Provider’s liability can only be engaged in the event of proven fault or negligence, and is limited to direct losses, excluding any indirect loss of any kind whatsoever. In order to assert its rights, the Client must, on pain of forfeiture of any related action, inform the Provider in writing of the existence of any defects within a maximum of ten (10) days of their discovery. The Provider will correct, or have corrected, at its sole expense, in a manner appropriate and agreed with the Client, any Services deemed defective. In any event, should the Provider’s liability be established, the Provider’s warranty will be limited to the amount excluding tax paid by the Client for the Supply of the Services.

Article 7 – Intellectual property rights. The Provider remains the owner of all intellectual property rights in the studies, drawings, models, prototypes, etc. produced (even at the Client’s request) with a view to supplying the Services to the Client. The Client is therefore prohibited from reproducing or exploiting the said studies, drawings, models and prototypes, etc., without the Provider’s express, prior written authorisation, which may be made subject to financial consideration.

Article 8 – Personal data. Personal data collected from Clients is processed electronically by the Provider. It is recorded in the Provider’s Client database and is essential to the processing of orders. This information and personal data is also retained for security purposes and to comply with legal and regulatory obligations. It will be kept for as long as necessary for the performance of orders and any applicable warranties. The data controller is the Provider. Access to personal data is strictly limited to the data controller’s employees who are authorised to process it by virtue of their duties. The information collected may be disclosed to third parties contractually linked to the company for the performance of outsourced tasks, without requiring the Client’s authorisation. In carrying out their services, such third parties have only limited access to the data and are required to use it in accordance with the provisions of applicable personal data protection legislation. Other than in the cases set out above, the Provider undertakes not to sell, rent, transfer or give third parties access to the data without the Client’s prior consent, unless legally obliged to do so on legitimate grounds. Should the data need to be transferred outside the EU, the Client will be informed and provided with details of the safeguards put in place to secure the data (for example, for the United States, in accordance with the European Commission’s adequacy decision of 10 July 2023 finding that the United States ensures a level of protection equivalent to that of the EU, the adoption of standard protection clauses approved by the CNIL, the adoption of a code of conduct, obtaining CNIL certification, etc.). In accordance with applicable regulations, the Client has the right to access, rectify, erase and port their data, as well as the right to object to processing on legitimate grounds, which they may exercise by contacting the data controller at the following email address: mar@marc-prager.com. In the event of a complaint, the Client may lodge a complaint with the Commission Nationale de l’Informatique et des Libertés (CNIL).

Article 9 – Unforeseeability. In the event of a change of circumstances that was unforeseeable at the time the contract was concluded, in accordance with Article 1195 of the French Civil Code, a Party that has not agreed to bear the risk of excessively onerous performance may request a renegotiation of the contract with the other party.

Article 10 – Specific performance. If either Party fails to fulfil its obligations, the Party affected by the failure has the right to require specific performance of the obligations arising from these terms. In accordance with Article 1221 of the French Civil Code, the creditor of the obligation may pursue specific performance after a simple formal notice, sent to the debtor of the obligation by registered letter with acknowledgement of receipt, that has proved unsuccessful, unless such performance proves impossible or there is a manifest disproportion between its cost to the debtor, acting in good faith, and its benefit to the creditor. The Party affected by the failure may, in the event of non-performance of any of the obligations incumbent on the other Party, request termination of the contract in accordance with the terms set out in the “Termination of the contract” article.

Article 11 – Force majeure. Neither Party may be held liable if the non-performance or delay in performance of any of its obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the French Civil Code, or from exceptional health-related or climatic events beyond the Parties’ control. The Party observing the event must, without delay, inform the other Party of its inability to perform its obligations and provide justification. Suspension of obligations may not, under any circumstances, give rise to liability for non-performance of the obligation in question, nor result in the payment of damages or late-payment penalties. Performance of the obligation is suspended for the entire duration of the force majeure event, if temporary. Consequently, as soon as the cause of the suspension of their reciprocal obligations disappears, the Parties will make every effort to resume normal performance of their contractual obligations as quickly as possible. To this end, the prevented Party will notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or any other extrajudicial act. If the impediment is permanent, these terms will simply be terminated in accordance with the terms set out in the “Termination for force majeure” article. During this suspension, the Parties agree that any costs arising from the situation will be borne by the prevented party.

Article 12 – Termination of the contract. If either party fails to comply with the obligations set out in this contract, the contract may be terminated at the discretion of the aggrieved Party. It is expressly agreed that such termination for a Party’s failure to fulfil its obligations will take effect automatically, with formal notice arising from the mere fact of non-performance of the obligation, without the need for any formal demand or other formality. It is expressly agreed between the Parties that the debtor of a payment obligation under this agreement will be validly placed in default solely by the obligation falling due, in accordance with Article 1344 of the French Civil Code. Since the services exchanged between the Parties from the conclusion of the contract until its termination have found their usefulness as the contract has been performed reciprocally, they will not give rise to restitution for the period prior to the last service that has not received its counterpart. In any event, the aggrieved Party may seek damages through the courts.

Article 13 – Jurisdiction. Any disputes to which this contract and the agreements arising from it may give rise, concerning their validity, interpretation, performance, termination, consequences and outcomes, will be submitted to the competent courts under ordinary law.

Article 14 – Governing language – Applicable law. These General Terms and Conditions and the transactions arising from them are governed exclusively by French law. They are drafted in French. Should they be translated into one or more languages, only the French text will be authoritative in the event of a dispute. The fact that, where applicable, standard communications between the Provider and the Client take place wholly or partly in a language other than French cannot, under any circumstances, be regarded as a waiver of the application of these General Terms and Conditions of Sale or of any of their provisions.

Article 15 – Client’s acceptance. These General Terms and Conditions of Sale are expressly agreed to and accepted by the Client, who declares and acknowledges having full knowledge of them, and therefore waives the right to rely on any contradictory document, including in particular its own general purchasing conditions, which will not be enforceable against the Provider, even if the Provider was aware of them.

This article was written by Marc Prager.