1. Scope of Application
These General Terms and Conditions of Sale constitute, in accordance with Article L.441-1 of the French Commercial Code, the sole foundation of the commercial relationship between the parties. Their purpose is to define the terms under which the company Etikord (the “Service Provider”) supplies professional Clients (“Clients” or “Client”), upon request via the Service Provider’s website, direct contact, or paper-based solicitation following active prospecting, with the following services: training and consulting services. These services may also be offered by Etikord’s partners as part of the Homo Promptus® offer: Laurent Serre Développement and Digital Stoic, under the same terms and conditions.
2. Orders
Sales of Services are only final once a quote has been issued and the Client’s order has been expressly accepted in writing by the Service Provider or its partners, Laurent Serre Développement and Digital Stoic, formalized by an order acknowledgment from the Service Provider. The Service Provider and its partners provide electronic ordering (including acceptance and confirmation) systems, allowing Clients to place orders with optimal convenience and speed. Any modifications requested by the Client will only be considered within the limits of the Service Provider’s possibilities if they are notified in writing at least 5 working days before the scheduled date for the provision of the ordered Services. This must be followed by the Client signing a specific purchase order and an adjustment of the price if necessary. In case of order cancellation by the Client after acceptance by the Service Provider, less than 5 working days before the scheduled service delivery date, for any reason except force majeure, the deposit paid upon order, as defined in the “Payment Terms – Payment Deadlines” section, shall be fully retained by the Service Provider and its partners and shall not be refunded.
3. Pricing
Services are provided at the Service Provider’s rates in effect on the date the order is placed, as per the quote previously established by the Service Provider and accepted by the Client, as indicated in the “Orders” section above. Prices are stated net and exclusive of tax (excl. VAT). An invoice is issued by the Service Provider and provided to the Client upon each service delivery. Pricing details for services whose cost cannot be determined in advance with accuracy, along with the pricing calculation method, will be communicated to the Client or detailed in a quote upon request, in compliance with Article L.441-1, III of the French Commercial Code.
4. Payment Terms
The full price of the ordered Services must be paid when placing the order. The project will not officially commence until full payment is received. The Service Provider shall not be obliged to provide the ordered Services if the Client does not pay the price under the conditions and terms specified in these General Terms and Conditions of Sale. Secure payment methods accepted by the Service Provider include bank transfer and credit card. No additional fees shall be charged for the choice of payment method unless they strictly correspond to actual costs incurred by the Service Provider. No discount will be granted for early payment before the due date on the invoice or within a shorter timeframe than specified in these Terms.
No Offsetting: Unless expressly agreed in advance and in writing by the Service Provider, and provided that the reciprocal claims and debts are certain, liquid, and due, the Client may not validly offset any penalties for delays in service delivery or non-conformity of the order against amounts due for the purchase of said Services.
5. Service Delivery Terms
As part of the Service provision, the Client must provide the Service Provider with the following information:
- Company and representative contact details,
- Relevant collected data (past studies, internal documents, etc.) related to the project topic,
- Validation of questionnaires proposed by Etikord or its partners,
- List of participants for training and working sessions.
The Service Provider will offer support modules over approximately three months to educate and train the Client’s teams on using artificial intelligence tools. The Service Provider will conduct research activities (interviews, surveys, discussion groups) and training (individual and collective sessions). The Client commits to providing current situation information, being available for interviews/surveys, and participating in scheduled work sessions throughout the project timeline.
Services requested by the Client will be provided within the maximum timeframe indicated by the Service Provider, starting from the receipt of the order, duly accepted by both parties, accompanied by the required deposit. This timeframe is not a strict deadline, and the Service Provider shall not be held liable for delays that do not exceed the indicated timeframe. In case of a delay exceeding 60 days, the Client may request the termination of the sale, in which case deposits already paid will be refunded. The Service Provider shall not be held liable for delays or service suspensions caused by the Client or force majeure.
6. Liability of the Service Provider
The Service Provider guarantees the Client against any non-compliance or hidden defects arising from a design flaw or poor service delivery, excluding any negligence or fault on the Client’s part. The Service Provider’s liability is limited to proven faults or negligence and covers only direct damages, excluding any indirect damages. The Client must inform the Service Provider in writing of any defects within a maximum of 15 days from their discovery to assert their rights. In any case, the Service Provider’s liability shall be limited to the pre-tax amount paid by the Client for the Services. The guarantee shall not exceed 30 days from the date of service delivery, marked by the issuance of the balance invoice and service execution documents.
The Service Provider disclaims liability for risks associated with the improper use of third-party AI tools and platforms, including cybersecurity risks related to the Client’s IT system and disputes regarding intellectual property rights acquired through AI platforms. The Service Provider encourages the use of synthetic data instead of real and confidential data during training sessions but cannot be held responsible for the data used by participants, improper use of acquired data, or any potential intellectual property, cybersecurity, or data misuse violations during or after training.
7. Intellectual Property Rights
The Service Provider retains all intellectual property rights over studies, presentations, research methodologies, designs, models, prototypes, training materials, use cases, etc., created (even at the Client’s request) for service provision. The Client may not reproduce or exploit these materials without prior written consent from the Service Provider, which may require financial compensation. Content shared during training and work sessions or on the Service Provider’s website is the property of the Service Provider and its partners and is protected by French and international intellectual property laws. Any total or partial reproduction of this content is strictly prohibited and may constitute counterfeiting.
8. Personal Data
Personal data collected from Clients is processed by the Supplier. It is recorded in the Supplier’s Client database and is essential for processing orders. This personal data is also retained for security purposes, in compliance with legal and regulatory obligations. It will be stored for as long as necessary for the execution of orders and any applicable warranties. The data controller is the Supplier. Access to personal data will be strictly limited to employees authorized to process such data due to their roles. The collected information may be shared with third parties contractually linked to the company for the performance of subcontracted tasks, without requiring the Client’s consent. Within the scope of their services, these third parties will have limited access to the data and must use it in compliance with applicable data protection laws. Apart from the aforementioned cases, the Supplier undertakes not to sell, rent, transfer, or provide access to personal data without prior consent, unless legally obligated to do so. If data is transferred outside the EU, appropriate safeguards (e.g., Privacy Shield adherence, adoption of standard contractual clauses validated by CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) will be implemented. In accordance with applicable regulations, the Buyer has the right to access, rectify, erase, and port their data, as well as to object to its processing for legitimate reasons. These rights can be exercised by contacting the data controller at the following postal or email address: info@etikord.com. In case of a complaint, the Client may submit a claim to Mr. Henri ALLEGRA, 35 Boulevard Saint-Assiscle, 66000 Perpignan, +33 619775208.
9. Unforeseen Circumstances
In the event of unforeseeable changes in circumstances at the time of contract conclusion, and in accordance with Article 1195 of the French Civil Code, the Party that has not agreed to assume an excessively burdensome performance risk may request contract renegotiation from the other Party. However, if the unforeseeable change is permanent or persists beyond 30 days, the contract shall be terminated under the conditions set out in the “Termination for Unforeseen Circumstances” clause.
10. Specific Performance
By express derogation from Article 1222 of the French Civil Code, in the event of a breach by either Party of its obligations, the non-defaulting Party may not perform the obligation itself through a third party at the expense of the defaulting Party. However, the creditor of the obligation may request the court to order the defaulting Party to advance the necessary sums for such execution. The non-defaulting Party may also seek termination of the contract under the conditions set out in the “Contract Termination” clause.
11. Exception for Non-Performance
Under Article 1219 of the French Civil Code, each Party may refuse to fulfill its obligation, even if due, if the other Party fails to perform its own obligation and such non-performance is serious enough to jeopardize the continuation of the contract or fundamentally disrupt its economic balance. Execution suspension will take effect immediately upon receipt by the defaulting Party of a breach notification sent by the non-defaulting Party, indicating its intention to invoke the exception for non-performance, by registered letter with acknowledgment of receipt or any other durable written medium. This exception may also be used preventively under Article 1220 of the French Civil Code if it is evident that one Party will not fulfill its obligations on time and if the consequences of such non-performance are sufficiently serious for the non-defaulting Party. However, if the impediment is definitive or lasts beyond 60 days, the contract shall be terminated under the conditions set out in the “Termination for Party’s Breach” clause.
12. Force Majeure
The Parties shall not be held liable if the non-performance or delay in performance of any obligations results from a force majeure event as defined in Article 1218 of the French Civil Code. The Party affected must promptly notify the other Party and provide justification. The suspension of obligations shall not constitute liability for non-performance or give rise to damages or late penalties. If the force majeure is temporary and does not exceed 30 days, obligations will resume once the event ceases. If the event is definitive or exceeds 30 days, the contract will be terminated under the “Termination for Force Majeure” clause. The Parties agree to share any costs incurred during the suspension period equally.
13. Contract Termination
Termination for Unforeseen Circumstances: If an unforeseeable change makes performance excessively onerous for one Party, it may request termination. Termination will take effect 30 days after a formal notice is sent by registered letter with acknowledgement of receipt or through an extrajudicial act.
Termination for Force Majeure: If a force majeure event prevents contractual obligations from being performed, either Party may request termination 30 days after formal notice.
Termination for Breach of Obligations: If a Party fails to meet contractual obligations, the other Party may request termination:
- For the Supplier: If obligations under the “Service Delivery Terms” are not met.
- For the Client: In case of non-payment of due amounts. Termination will take effect 30 days after formal notice if the breach is not remedied.
Common Provisions:
- Payment Obligation Notice: A debtor is in default as soon as the obligation becomes due, as per Article 1344 of the French Civil Code.
- Non-Restitution of Provided Services: Services rendered before termination shall not be reimbursed if they have been useful during execution.
- Compensation for Damage: The injured Party may seek damages for contract termination losses.
14. Disputes
All disputes arising from this contract and its subsequent agreements, concerning validity, interpretation, execution, resolution, or consequences, shall be submitted to the Tribunal of Perpignan (France).
15. Contract Language – Governing Law
These General Terms and Conditions of Sale and related transactions are governed by French law. They are written in French. In the event of translation, the French text shall prevail in case of dispute.
16. Client Acceptance
The Client expressly agrees to these General Terms and Conditions of Sale, acknowledging full understanding and waiving any contradictory document, including its own general purchasing terms, which shall be unenforceable against the Supplier, even if known.