General Terms of Sale

1. PURPOSE AND SCOPE

The purpose of these General Terms of Sale (hereinafter referred to as the "GTS") is to define, both in France and internationally:

  • the GTS for the organization and performance of services related to skills management (hereinafter the "Services") by IFP Training on behalf of the client who has signed a purchase order as defined below (hereinafter the "Services Client(s)");
  • the GTS for organizing and carrying out in-house training sessions (hereinafter the “In-house Sessions”) (including via virtual classes) organized by IFP Training on behalf of the Client who has signed a purchase order (hereinafter the “In-house Client”);
  • the GTS for participation in Public training sessions (hereinafter the "Public Sessions") (including through virtual classes) organized by IFP Training on behalf of the client who has signed a purchase order (hereinafter the "Public Client(s)";
  • The GTS for participation in Public Sessions (including virtual classes) organized by IFP Training for an individual person who has signed an order (hereinafter the “Individual Client”).

The Services Client, the In-house Client, the Public Client and the Individual Client are hereinafter referred to individually as the "Client" or collectively as the "Clients"

The Client and IFP Training are hereinafter referred to individually as the "Party" or collectively as the  "Parties".

The In-house Sessions and the Public Sessions are hereinafter referred to individually as the “Session” or collectively as the “Sessions”.

The Services and the Sessions are hereinafter referred to individually as the “Performance” and collectively as the “Performances”.

2. REGISTRATION AND ORDERING PROVISIONS

All orders are made on the basis of an IFP Training commercial proposal, signed by the Parties and valid as special conditions of the GTS, mentioning in particular details of the Services to be provided,  price and payment terms (hereinafter the “Purchase Order”).

For In-house Sessions and Services

Unless otherwise stipulated in the Purchase Order, IFP Training is bound by the terms of its commercial proposal for a period of three (3) months from the date of its dispatch to the In-house Client or the Services Client.

Any Purchase Order must be submitted by the Client at least five (5) weeks before the start date of the first In-house Session or the start date of the Services ordered. IFP Training reserves the right to refuse Purchase Orders submitted after this deadline.

The Purchase Order is validly formed and binding on IFP Training once IFP Training has received the following documents:

  • IFP Training commercial proposal initialed on each page, the last page bearing the handwritten indication “Accepted and Agreed”, as well as the In-house Client’s or Services Client’s signature and commercial stamp, if any;
  • the GTS, attached to the commercial proposal, initialed on each page;
  • contact details of the invoice recipient, and all information to be contained in the invoice(s).

As such, the Purchase Order is made up of the following documents, in decreasing order of priority:

  • IFP Training commercial proposal;
  • the GTS;
  • all other documents expressly referred to in IFP Training commercial proposal, in the order they are listed.

Acceptance of IFP Training’s commercial proposal by the In-house Client of the Services Client constitutes a firm and definitive commitment on their part to the Purchase Order and implies the exclusion of their own general terms and conditions of purchase, even if mentioned in the In-house or Services Client Purchase Order. Thus, any clause or provision, whether general or particular, derogating from the GTS appearing in the documents issued by the Client and in particular the Purchase Order, will be deemed unwritten.

For Public Sessions for Public Clients and Individual Clients

All registrations for Public sessions must be made at least three (3) weeks before the start date of the Session.

IFP Training reserves the right to accept late registrations. The number of participants per Session is limited.

Registration will be confirmed once IFP Training receives a fully complete registration form in electronic format or mail. Incomplete registration forms will not be accepted. Registration will be final once payment has been received in full or once a confirmation of commitment to cover costs has been received from a certified organization as per the conditions of article 3. This does not apply in the case of Individual Client who will be expected to pay thirty (30) percent of the Purchase Order amount as provided in article 3.

Any registration by the Public Client or the Individual Client for a Session must constitute acceptance of the Purchase Order, as of receipt of the registration confirmation issued by IFP Training and must imply full acceptance of the GTS. The latter prevail over any other document of the Public Client or the Individual Client, in particular their general terms and conditions of purchase, regardless of the medium on which they are stipulated (in particular the Public Client Purchase Order).

Two (2) weeks before the start of a Public Session, IFP Training expressly reserves the right to freely dispose of the places reserved by the Public Client and the Individual Client after having informed the latter:

  • in the absence of full payment of the price of the Public Session for the Public Client,
  • in the absence of payment of 30% of the price of the Public Session for the Individual Client.

No later than two (2) weeks before the start of a Public Session, IFP Training will send to the personnel designated by the Public Client on the registration form and to the Individual Client, if necessary, a letter confirming their registration. A personal invitation addressed to the Public Client or Individual Client will be attached to the letter and provide all practical information related to the Public Session (schedule, means of access, etc.) and any special features.

3. INVOICING AND PAYMENT

3.1 PRICE

For In-house Sessions and Services

Invoicing and payment schedule is defined in the commercial proposal. Unless otherwise specified, prices are quoted net in Euros, exclusive of tax, plus VAT at the rate in force and/or any possible duties and/or taxes withheld at source in accordance with the legislation in force in the country concerned. Prices are firm and non-revisable.  

If one of these taxes is to be withheld by the In-house Client or the Services Client from the amounts invoiced, the latter must inform IFP Training as soon as possible so that IFP Training can include the amount of the withholding tax in the amount invoiced. Thus, after deduction of amounts withheld at source, the net balance received by IFP Training must correspond to the selling price defined in the Purchase Order. The In-house Client or the Services Client must reimburse IFP Training for the amounts due in this respect if they do not inform IFP Training in due time.

For Public Sessions for Public Clients and Individual Clients

Registration fees cover educational services (teaching, practical activities, use of simulators and other IT tools, documentation provided, supplies) as well as break-time related costs (refreshments) and lunches during training days. They do not include any transport and accommodation costs for participants in Sessions. The prices indicated in the Purchase Order are in Euros excluding taxes; to be increased by VAT at the rate in force and/or any possible duties and/or taxes withheld at source in application of the legislation in force in the country concerned. Any Public Session, once started, must be paid in full. Upon request, IFP Training may decide to apply reduced registration fees to job seekers.

3.2 PAYMENT

Payment will be made by bank transfer to the beneficiary IFP Training:

NATIXIS account n° 30007 99999 04165583000 12

IBAN : FR76 3000 7999 9904 1655 8300 012 – BIC : NATXFRPPXXX

For In-house Sessions and Services: payment terms are defined in the Purchase Order.

For Public Sessions: Public Sessions will only be accessible to the Client after full payment, either by check payable to IFP Training - 232, Avenue Napoléon Bonaparte F-92852 Rueil-Malmaison Cedex, or by bank transfer to the aforementioned account. At the end of the Session, the paid invoice is sent to the Public Client (in two (2) copies if requested on the registration form).

For Public Sessions for Individual Clients: in compliance with article L. 6353-5 of the French Labor Code, within ten (10) days following receipt of the duly completed registration form by IFP Training, the Individual Client may withdraw from a Session by registered letter with acknowledgment of receipt sent to IFP Training. No amount can be claimed before the end of the withdrawal period stipulated in article L. 6353-5 of the French Labor Code. At the end of this period, the deposit may not exceed 30% of the price of the Session. The balance will be paid in a single instalment at the end of the Session or in staggered instalments as the Session progresses if it is longer than five (5) days.

Payment by a third party organization (such as sponsoring organization): if a Client wishes to have a Service paid for by a third party, he must obtain the agreement of the third party before the start of the Service, and inform IFP Training at the time of the Purchase Order. In this case, IFP Training will make reasonable efforts to provide the documents requested by the Client (translation, if any, will be at the Client’s expense). The Client will ensure that payment is completed by the designated third party. In case of non-payment or partial payment by said third party, for any reason whatsoever, all sums not received by IFP Training on due date will be borne by the Client.

If the In-house Client, Public Client or Individual Client wishes the payment to be made by a sponsoring organization on which he depends, the procedures below must be followed prior the start of the Session:

  • make a request to the sponsoring organization for payment to be made, and ensure that it is accepted;
  • indicate this explicitly on the registration form;
  • ensure that the designated organization makes the payment in full to IFP Training.

IFP Training will provide the In-house, Public or Individual Client with all documents required to make such a request for sponsoring.

If the sponsoring organization bears only part of the cost of the Session, the remaining amount will be invoiced to the In-house, Public or Individual client.

Only payments by sponsoring organizations before the first day of Session will ensure registration and access to the Session.

If, for whatever reason, the sponsoring organization (such as OPCO) doesn’t pay IFP Training, the In-house Client, Public Client or Individual Client will be liable for the full cost of the Session and will be invoiced the corresponding amount.

At the end of the session, IFP Training will send the sponsoring organization an invoice along with a copy of the attendance certificate signed by the In-House Client, Public Client or Individual Client.

(*) OPCO: organization approved by the French government to finance training for companies registered in France.

3.3 LATE PAYMENT PENALTIES

Pursuant to the provisions of article L441-6 of the French Commercial Code, any sum not paid by the due date indicated on the invoice will require the Client to pay late payment penalties set at three (3) times the French legal interest rate. These penalties are due until full payment is made. In the event of late payment, the Client will also owe IFP Training a fixed indemnity of forty (40) Euros for collection costs. Should collection costs be higher than such fixed compensation, IFP Training may demand additional compensation from the Client, with proof of payment.

In addition, IFP Training reserves the right, within thirty (30) calendar days following the due date of the unpaid invoice, to interrupt the performance of Services if an invoice is not paid within the time limits specified in the Purchase Order, without prejudice to any other recourse.

4. CANCELLATION AND DEFERRAL- MODIFICATION OF SERVICES

4.1 CANCELLATION AND DEFERRAL CONDITIONS

For In-house Sessions

  • Cancellation or deferral request by the In-house Client: Any request for cancellation or deferral of all or part of the Purchase Order must be notified by registered letter with acknowledgment of receipt to IFP Training , no later than three (3) weeks before the start date of the Session concerned. This notice period starts on the date of receipt by IFP Training of the said request:
    (i) In case of a request for deferral: Any deferral requested less than three (3) weeks before the Session date will be considered by IFP Training as a cancellation of the said Session. The conditions stipulated in (ii) or (iii) below will then apply.
    (ii) In case of a request for partial cancellation of the Purchase Order (i.e. cancellation of one or more Sessions):
    For any part of a Purchase Order cancelled whithin the required three (3) week notice period, the In-house Client will only be required to the expenses already incurred by IFP Training specifically for the part of the Purchase Order cancelled (including internal preparation costs) that cannot be deferred.
    For any Session cancelled between three (3) and one (1) week before the date of the Session concerned, the In-house client will have to pay 60% of the price of the cancelled session.
    For any Session cancelled less than one (1) week before the date of the Session concerned, the In-house Client will have to pay the full amount (100%) of the price of the cancelled Session.
    Full Payment is due for every Session performed, even partial.
    The Purchase Order remains valid for all non-cancelled Sessions.
    (iii)  In the event of total cancellation of the Purchase Order:
    Provisions of (ii) must apply to the fully cancelled Purchase Order and to the total amount of the Purchase Order.
  • Cancellation or deferral request by IFP training: IFP Training reserves the right to cancel or defer a Session by informing the In-house Client  by e-mail or letter at the latest three (3) weeks before the date of the Session concerned. No compensation will be paid to the In-house Client. IFP Training undertakes to propose a new date for the Session, within four (4) months of the cancellation.

For Services

  • Any request for cancellation or deferral of all or part of the Order by the Services Client must be notified to IFP Training, by registered letter with acknowledgement of receipt, with a notice period of three (3) weeks prior to the start date of the relevant Services. This three (3)-week notice period starts on the date of receipt of the said request by IFP Training:
    (i) In case of a request for deferral:
    Any request for deferral beyond the start date of a Session provided for in the Purchase Order must be subject to prior agreement between the Parties.
    (ii) Request for partial cancellation of the Purchase Order:
    For any part of a Purchase Order cancelled within the required three (3)-week notice period before the start of a Session, the Services Client will pay the expenses already incurred by IFP Training specifically for the part of the Purchase Order cancelled (including internal preparation costs) and that cannot be deferred.
    Should any part of a Purchase Order be cancelled less than three (3) weeks before the start of a Session, the Services Client will have to pay the expenses already incurred by IFP Training specifically for the part of the Purchase Order cancelled (including internal preparation costs) and which cannot be carried over, as well as a fixed penalty of 15% of the total amount of the Purchase Order.
    (iii)  Request for total cancellation of the Purchase Order:
    The provisions of (ii) must apply to the entirely cancelled Purchase Order and the total amount of the Purchase Order.

For Public Sessions for Public Clients and Individual Clients

  • Cancellation by Public Clients and Individual Clients: Any cancellation must be communicated to IFP Training in writing.
    For any cancellation, even in the case of force majeure as defined in article 11, less than fourteen (14) calendar days before the beginning of the Session, 50% of the registration fee will be charged by IFP Training to the Public Client or to the Individual Client, except in the case of replacement by a participant from the same company or by another individual, confirmed by the sending of a new registration form. For any non-cancelled registration (including absenteeism or withdrawal), IFP Training will charge 100% of the pedagogical cost to the Public Client or the Individual Client.
    In the event of unforeseen circumstances duly justified by the In-house Client or the Individual Client, IFP Training may, at its sole discretion, propose that the said Client attends a later Session.
  • Cancellation by IFP Training: IFP Training reserves the right to cancel or defer a Session, especially in the event of insufficient number of participants. The Public Client or Individual Client will be notified by phone at least two (2) weeks before the start of the Session ordered. The cancellation of the Session will be confirmed by any written means. Payments received will be refunded in full. No compensation will be paid to the Public Client or the Individual Clients due to a cancellation or deferral at the initiative of IFP Training.

4.2 MODIFICATION OF SERVICES

For In-house Sessions and Services

Any request to modify the Services must be submitted in writing to IFP Training. Modifications must be clearly identified and defined and must be subject to an amendment to the Purchase Order.

The impact on the price and/or on the schedule of the Services must be established and agreed in writing between IFP Training and the Client.

As a general rule, any modification of the commercial proposal will come into effect only after having been expressly accepted in writing by IFP Training, in accordance with the GTC. Consequently, no modification of the commercial proposal concerned will be opposable to IFP Training without the prior written consent of IFP Training.

Any modification by the In-house Client of the number of participants in an In-house Session, must be notified in writing to IFP Training in advance and will be subject to the following conditions:

  • any request for modification must be submitted to IFP Training at least one (1) week before the start of the Session concerned,
  • any request for an additional participant will be subject to IFP Training prior approval and to an amendment to the Purchase Order.

5. CONDITIONS FOR PERFORMANCE OF THE SERVICES

To fulfill the Purchase Order, IFP Training will implement all the means detailed in its commercial proposal. IFP Training will entrust the performance of the Services to qualified instructors and/or experts.

Venue

The place of Performance is indicated in the Purchase Order. Should the Performance be provided outside IFP Training’s premises, the In-house Client or the Services Client will ensure that IFP Training, its instructors and/or experts have access to the premises where Performances are carried out and will provide them with all hardware and equipment (i.e. computer, projector, screen, etc.) in accordance with specifications previously indicated by IFP Training in its commercial proposal.

Execution of the Performances can also be carried out by means of virtual classes, interviews and on-line presentations.

All costs related to the use of premises made available by In-house Client or Services Client for the Performances will be borne solely by the Client.

IFP Training obligations

For Sessions carried out by means of virtual classes, IFP Training will send the connection links to the Client at least five (5) days before the start of the Session to enable it to carry out connection tests.

IFP Training undertakes to provide qualified and competent personnel to achieve the Performance.

To fulfill the Purchase Order, IFP Training will implement all the means detailed in its commercial proposal.

IFP Training will make its best efforts to achieve the Performance in accordance with the schedule set out in the commercial proposal. In the event the Performance could not be completed on time, IFP Training must inform the Client within the timeframe stipulated in Article 4.1. At the Client’s request, an extension of the deadline for the achievement of the Performance and/or the provision of deliverables must be agreed by means of an amendment.

Client obligations

The Client will provide IFP Training, at the agreed dates, form and manner: information and preliminary data, documents, software, tables, databases and more generally any support in any format whatsoever, and the associated know-how and information, specified in the IFP Training commercial proposal; as well as any information likely to facilitate the achievement of the Performance (hereinafter referred to as the "Information").

In case of delay in the provision of Information necessary for the achievement of the Performance, IFP Training may decide to defer the said Performance, after notifying the Client. In this case, IFP Training and the Client will jointly agree on new dates for the provision of Performance. IFP Training will not be required to pay the Client any compensation of any kind.

Information provided by Client will be kept confidential by IFP Training. Upon Client’s written request, such Information may be returned to it at the end of the Performance. The Client bears sole responsibility regarding the Information provided to IFP Training for the achievement of the Performance. Information provided by the Client remains his property.

Client may not under any circumstances make the teaching materials and resources of a Session available to a third party, especially for training purposes, and strictly refrains from any other use, in particular any adaptation, modification, translation, ajustments, distribution, decompilation, without this list being exhaustive.

Client undertakes to pay IFP Training in accordance with the conditions laid down in the commercial proposal.

For Sessions leading to certification: issuance of the certification is conditioned to full payment of the price of the Session.

In the event of a short-term Session (maximum duration of three (3) days): full payment of the price of the Session will be made at the time of the Purchase Order.

For Virtual Classroom Sessions: 

Client must ensure beforehand, and throughout the duration of the Session, that its technical environment is permanently compatible with IFP Training’s distance learning platform. After the first connection test, Client may not claim any incompatibility or failure to access the service. Client declares being aware of and accepting the characteristics and limits of data transmission over Internet, as well as the costs specific to the connection to this network. In addition, Client acknowledges that it is its responsibility to ensure that the technical characteristics of the equipment used allow it to access the Session in good conditions and to take all appropriate measures to be protected from contamination by any malicious programs.

Client is entirely responsible for the management and use of the identifiers and passwords communicated by IFP Training for the Session. Consequently, it is the Client’s responsibility to take all necessary precautions to protect and conserve them. Client is fully responsible for  consequences of their use. IFP Training must in no case be held responsible for any fraudulent use of the Client's login and password. Client undertakes to inform IFP Training of any fraudulent use of the login and password, as soon as it becomes aware of it.

6. DATA PROCESSING AND CIVIL LIBERTIES

Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the “GDPR”).

As responsible for processing the personal data (hereinafter the "Personal Data") of participants in its Services, IFP Training undertakes to inform each participant that:

  • Personal Data concerning him/her is transmitted by Client and processed by IFP Training for the purpose of carrying out and monitoring the Service and calculation of statistics, on the basis of the execution of a Purchase Order issued by Client to IFP Training;
  • The connection, the training program and the follow-up of participant’s achievements are data accessible to its services and its staff;
  • Personal Data may be processed by IFP Training for the purposes of prospecting and promoting its Services as well as calculation of statistics; this processing is carried out to protect IFP Training's legitimate interests;
  • Personal Data may be communicated to IFP Training's contractual partners, instructors and/or experts employed by IFP Training for the purposes of a Service;
  • Any participant has a right to access, correct, delete, oppose, limit the processing of, or port the Personal Data processed by IFP Training. For this purpose, a request specifying the identity and the e-mail address of the applicant can be sent to IFP Training at the following email address: rgpd@ifptraining.com or to the following postal address: IFP Training, Service Marketing, 232 avenue Napoléon Bonaparte, 92852 Rueil-Malmaison Cedex – France.

IFP Training is responsible for the storage and confidentiality of all Services participants’ Personal Data, to which it may have had access.

Personal Data is kept for the duration of the Services and for three (3) years following the closing date of the said Services. Nevertheless, IFP Training reserves the right to archive Personal Data that it may have collected in execution of a Purchase Order, for the duration of the limitation period for liability claims. In this case, IFP Training will ensure the security and confidentiality of the storage of archived Personal Data to which it alone will have access for the sole purpose of any dispute whose resolution requires the judicial communication of the said Personal Data.

7. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS

Parties are bound by an obligation of confidentiality with respect to all Information and documents identified as confidential (hereinafter together  "Confidential Information"), communicated in the context of the performance of the Services or otherwise transferred between them, regardless of their nature and transfer medium.

Each Party undertakes:

  • not to disclose Confidential Information to third parties without the prior written consent of the other Party;
  • not to use Confidential Information for any purpose other than the performance of its obligations under the Order.

Each Party must ensure that Confidential Information received from the other Party is processed in a secure manner and under conditions at least as strict as those applied to the processing of its own information. Parties undertake to ensure that this obligation is respected by all their personnel and more generally by any person that a Party will have put in contact with the other Party by one Party during the provision of the Service.

Parties undertake to respect the confidentiality obligations resulting from this article for the entire duration of the Purchase Order as well as for five (5) years after the completion of the Service or the termination of the Purchase Order.

Provisions of this article do not apply to Confidential Information and data that:

  • at the time of disclosure, are already in the possession of the receiving Party, provided that the receiving Party can produce evidence of prior possession;
  • are publicly known at the time of disclosure, or become so subsequently, through no fault of the receiving Party;
  • have been communicated by a third party authorized to make such a communication;
  • the communication of which is imposed by the State or a public authority.

8. DOCUMENT OWNERSHIP

All documents and information transmitted by a Party within the framework of the Services belong to the said Party and/or its contractual partners and/or the instructors and/or experts employed for the performance of the Service. Any use, disclosure or copying of such documents and information is prohibited without the prior written consent of the disclosing Party.

The receiving Party is responsible for any unauthorized use, copying or distribution of information or documents (in particular educational and/or expert documents produced by IFP Training) transmitted by the disclosing Party, its partners and/or its instructors, and or experts, as the case may be, as part of the Sessions.

Client must not remove any proprietary notices present in the educational and/or expert documents transmitted by IFP Training within the framework of the Services.

For the Services

Property rights on deliverables, as provided for in the Purchase Order, given by IFP Training to the Services Client, must be exclusively vested in the Services Client. From the date of their receipt, Services Client is free to use and exploit the said deliverables as it deems fit, without being required to inform IFP Training.

However, IFP Training remains free to use the said deliverables for its own research and development activities.

For In-house Sessions and Public Sessions for Public Clients and Individual Clients

Under no circumstances may the GTS be interpreted as granting, expressly or implicitly, to the receiving Party a license or a promise to grant a license, for any reproduction, adaptation, modification, representation or dissemination, directly or indirectly, by the receiving Party and in any form whatsoever, of all or part of the documents (in particular educational documents produced by IFP Training) and/or of the Information contained in the documents transmitted by the disclosing Party, for the use of its personnel not participating in the Session or for the use of third parties. Any use for the purpose of marketing, organizing or carrying out training courses (including in-house) is thus expressly prohibited.

9. ADVERTISING

Any use by Client of the “IFP Training” name for promotional or advertising purposes must have received the prior written approval of IFP Training.
IFP Training reserves the right to mention the Client as being one of the IFP Training Clients for advertising purposes, on any support and medium.

10. UNDECLARED LABOR – SUBCONTRACTING

IFP Training guarantees that all trainers and/or experts employed in France are regularly employed in accordance with the provisions of the French Labor Code. IFP Training guarantees that it complies with all French tax and social security obligations concerning instructors and/or experts and that it meets the legal and regulatory obligations relating to undeclared work and the employment of foreign workers.

IFP Training may subcontract the performance of part of the Services to qualified partners on whom it will impose the same obligations as those incumbent on it under the present contract, as well as the obligation of confidentiality. In no way does subcontracting release IFP Training from its obligations and responsibilities under the GTS.

11. FORCE MAJEURE

For the purposes of these GTS, the term force majeure (hereinafter  “Force Majeure”) must be defined as per in Article 1218 paragraph 1 of the French Civil Code.

Parties agree to consider as a Force Majeure event in particular : extreme weather conditions, lightning or fire, epidemics and pandemics, any prescription required for the defense of public safety, acts of public authority, strikes, industrial action by the staff of the prevented Party or the staff of its subcontractor(s), as well as the last-minute unavailability of the instructor and/or expert for an unforeseeable reason beyond his control (illness, injury, serious family problems).

Party that is prevented from performing its obligations under the Purchase Order due to the occurrence of a Force Majeure event must inform the other Party as soon as possible, by any means, confirmed by registered letter with acknowledgment of receipt within five (5) working days of the occurrence of said event, indicating the nature of its circumstances and, as far as possible, its estimated duration and the extent of the impediment.

Such Force Majeure event must result in the suspension for the prevented Party and/or any other Party directly affected by such event of its obligations under the Purchase Order.

As a result, neither Party must be held liable for any delay in execution, or for the non-execution of all or part of its obligations under the Purchase Order, if such delay or non-execution is due to the occurrence of a Force Majeure event.

The Party having invoked the Force Majeure event must:

  • make its best efforts to limit and/or mitigate as much as possible its consequences in order to resume the performance of the Purchase Order as soon as possible;
  • continue the execution of obligations not affected by the Force Majeure event;
  • inform the other Party in writing of its termination.

Suspended obligations must be performed again as soon as the Force Majeure event has ceased, contractual deadlines being extended by the duration of said event.

Should the effects of the Force Majeure event continue beyond a period of thirty (30) working days from the day of its occurrence, Parties must consult each other in order to decide on the follow-up to be given to the performance of the Purchase Order.

Should a Force Majeure occurrence last more than thirty (30) consecutive days, the Party to which the Force Majeure is alleged to have occurred can immediately terminate the Purchase Order, by sending a registered letter with acknowledgment of receipt, without any compensation to the other Party.

12. TERMINATION

Termination due to breach of contract

In the event that either Party fails to comply with its obligations under the Purchase Order, the other Party may terminate the Purchase Order by operation of law after formal notice to do so has been given by registered letter with acknowledgement of receipt, which has remained without effect for thirty (30) working days following the date of sending. Such termination does not exempt the defaulting Party from fulfilling the obligations contracted up to the effective date of the termination, without prejudice to any action to compensate for any damage suffered by the non-defaulting Party.

Thus, in the event of a default by the Client, the latter must pay, on presentation of an invoice, the costs incurred by IFP Training for the performance of the Services.

With regard to the Services, IFP Training transfers to the Client Services the ownership of the deliverables developed at the date of termination of the Purchase Order.

Termination due to Force Majeure

In accordance with the provisions of Article 11, in the event of suspension of the execution of a Purchase Order for more than thirty (30) working days due to a Force Majeure event, and in the absence of agreement between the Parties or the impossibility of resuming the execution of the Purchase Order, the latter will be terminated automatically, without compensation on either side, on the date of notification by registered letter with acknowledgment of receipt at the initiative of the Party to whom the Force Majeure event is opposed.

As from the date of termination of the Purchase Order for any reason whatsoever, Articles 6 to 18 must remain in force for their respective terms.

13. LIABILITY – INSURANCE

Except in case of gross negligence or willful misconduct on the part of a Party or its personnel responsible for an accident or damage during the performance of a Service, each of the Parties must be responsible for the consequences of any accidents that may occur during the performance of the Purchase Order, to the Services personnel and participants that it employs directly or indirectly, as well as to its property or that under its custody, regardless of who caused the accident or damage.

Accordingly, each Party waives all recourse against the other Party for any damage caused to the said persons and property in the performance of the Purchase Order, subject formally to the rights of the persons concerned or their beneficiaries.

The Parties must each be responsible for the direct or indirect financial consequences of the civil liability they incur as a result of any personal injury and/or property damage caused to third parties as a result of the performance and/or non-performance of the Purchase Order.

IFP Training must in no case be held liable for any financial, commercial or any other type of damage caused directly or indirectly by the use of the Information provided by IFP Training within the framework of the Services.

For Sessions carried out by means of virtual classes: the impossibility of using the purchased service for any reason whatsoever, in particular due to incompatibility with the Client's equipment, cannot under any circumstances give rise to compensation or cancellation of the Service with IFP Training.

In order to take into account the above provisions, each of the Parties agrees to take the necessary steps with their insurers to waive their rights of subrogation against the other Party for the duration of the Purchase Order. Should either Party fail to comply with this formality, it must bear all the financial consequences of such failure.

In particular, Client undertakes to obtain and maintain in force, from duly solvent insurance companies, all the insurance policies required to cover the risks, liabilities, direct or indirect damage and illnesses likely to occur to the participant(s), its personnel or its property, for the duration of the Services and at its own expense.

In the same way, IFP Training undertakes to take out at its own expense and to maintain in effect the insurance required to cover the risks likely to occur to its personnel and property during the performance of the Services.

14. PURCHASE ORDER ELECTRONIC SIGNATURE

The Parties may agree to sign this Purchase Order electronically, provided that the persons from whom the signatures emanate can be duly identified and that the Purchase Order is drawn up and stored in conditions likely to guarantee its integrity. In such case, the electronic signature will be equivalent to a handwritten signature of the Purchase Order.

15. APPLICABLE LAW - DISPUTES

The GTS, the commercial proposal and any other document making up the Purchase Order must be interpreted and applied in accordance with French law.

Any dispute, not amicably resolved between the Parties within one (1) month, relating to the validity, performance or interpretation of the GTS or the termination of the Service must be submitted to the jurisdiction of the Commercial Court of Nanterre, including in the event of multiple defendants for Service Clients, In-house Clients or Public Clients.

In the event of a dispute with an Individual Client, the competent court will be the judicial court of Nanterre.

16. PREVENTION OF CORRUPTION

Parties undertake to fight against all forms of corruption, whether public or private, active or passive, both vis-à-vis their suppliers or subcontractors and vis-à-vis their principals.

In this respect, Client undertakes to comply with French anti-corruption legislation, similar legislation applicable to the place of performance of the Purchase Order when the latter is carried in whole or in part outside France, as well as IFP Training's Code of Ethical Conduct, which is available on its website at the following address : www.ifptraining.com.

In all matters relating to the Purchase Order, Parties state and guarantee that they have not and will not give or offer to give, directly or indirectly, any sum of money or any other pecuniary or non-pecuniary benefit to anyone, for the purpose of obtaining the Purchase Order or to facilitate its performance.

The Parties undertake to keep all accounting documents and other evidence of payments made or received and expenses incurred by them under the Purchase Order for the duration of the Purchase Order and at least six (6) years from the date of expiry or termination of the Purchase Order. Each Party or a third party appointed by it must have the right to audit such documents, subject to reasonable notice, to ascertain the other Party’s compliance with the provisions of this clause.

In case of violation of this clause by one of the Parties, the other Party reserves the right to suspend, for a period not exceeding three (3) months; and/or terminate the Purchase Order as of right, without any formality, without notice nor recourse to the courts, and at the sole discretion of the said Party.

17. INTERNATIONAL SANCTIONS

The Purchase Order must be executed by the Parties in accordance with export control laws and international economic sanctions applicable to the Parties.

No Party must be forced to perform its obligations under the Purchase Order if such performance is or could be in violation of or inconsistent with, or would expose such Party (hereinafter the “Affected Party”) to condemnation under any laws or regulations applicable to the Parties relating to export controls and international economic sanctions. In such case, the affected Party must promptly notify the other Party in writting of its inability to perform the Purchase Order.

Upon such notification, the affected Party may (i) suspend performance of its affected contractual obligations until it is able to lawfully perform such obligations or (ii) unilaterally terminate the Purchase Order if it is unable to lawfully perform such obligations. In the event of termination, the Purchase Order will be automatically terminated, without notice nor recourse to the courts, by registered letter with acknowledgment of receipt addressed to the other Party. The termination must become effective on the date indicated in said letter. Termination must not give rise to any compensation or financial indemnity for the non-performance of the Purchase Order in favour of the non-affected Party.

18. NOTICE

Any notice between the Parties concerning the application, interpretation or performance of the Purchase Order must be made in writing and sent by registered letter with acknowledgment of receipt, to the addresses set out in the Purchase Order.

Any change in the contact details set out in the Purchase Order must be notified in writing to the other Party.

Unless otherwise specified in the GTS, any notification by registered letter with acknowledgment of receipt must be deemed to have been sent on the date of receipt or, failing that, of the first presentation appearing on the postmark.

19. OTHER PROVISIONS

Parties acknowledge that the Purchase Order constitutes the entire and sole agreement between the Parties with respect to the Service and supersedes all prior negotiations, representations, agreements and understandings between the Parties. No amendment or addition to these terms or supplementing the terms hereof must be made, except by means of a written document signed by the duly authorized representatives of the Parties.

The failure of a Party to invoke the benefit of any provision of the Purchase Order does not constitute a waiver of the benefit of that provision.

If one or more of the provisions hereof is (are) held to be invalid by any applicable law or decree or by any final judicial decision, such provision(s) would be deemed to be unwritten. However, other provisions would remain in full force and effect.