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General Terms of Sale

1.PURPOSE AND SCOPE

The purpose of these General Conditions of Sale is to define, both in France and internationally:

  • on the one hand, the organization and implementation of intra-company training sessions by IFP Training on behalf of the client (hereinafter the "Client"), signatory of the Training Order defined below;
  • on the other hand, the general conditions for participation in the inter-company training sessions organized by IFP Training.

2.ORDER PROVISIONS

Every request is placed on the basis of an IFP Training commercial proposal (serving as the special terms for the present General Terms of Sale), particularly setting specific conditions for training services to be provided, the price and the payment terms (hereafter the Training Order).

For In-house training sessions,

Unless indicated otherwise, IFP Training commercial proposals are valid for a three-(3) month period from the date of dispatch of the IFP Training commercial proposal to the client.
Training Order shall be submitted by the Client at least five (5) weeks before the starting date of the first requested session. IFP Training reserves the right to refuse late orders.
The Training Order will be binding upon IFP Training once IFP Training has received the following documents:

  • the IFP Training commercial proposal initialed on each page, with the last page containing the handwritten indication “Accepted and Agreed”, as well as the Client’s signature and commercial stamp, if any;
  • these General Terms of Sale with initials on each page;
  • contact details of the invoice’s recipient, and all information to be contained in the invoice.

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

  1. IFP Training commercial proposal
  2. IFP Training General Terms of Sale
  3. all other documents referred to in the IFP Training commercial proposal.

Client’s acceptance of the IFP Training commercial proposal constitutes its firm and definitive commitment to the Training Order and implies the non-applicability of its own general terms of purchase, even if mentioned in the Client purchase request.

For Public training sessions,

All inscriptions to training sessions shall be carried out three (3) weeks prior to the session start date. IFP Training reserves itself the right to accept late enrolment. The number of participants per session is limited.
Enrolment will be confirmed once the organization center receives a fully complete enrolment form via email, fax or mail. Incomplete enrolment forms will not be accepted.
Enrolment will be final once payment has been received in full or once an acceptance certificate from a sponsoring organization has been received.
All enrolments are considered as accepted orders as soon as the enrolment confirmation issued by IFP Training has been received and implies the client’s full commitment to these Terms & Conditions which prevail over all other Client documents, including general purchasing conditions.
If the entire cost of the session is not paid two (2) weeks before the training session begins, IFP Training reserves itself the right to reopen to registration the places booked by the Client, after having informed them. If full payment is received IFP Training will, at least two (2) weeks prior to the start of the session, send a letter to the Client designated on the form to confirm their enrolment. A personal invitation will be attached to the letter and which provides all practical information about the session (schedule, directions, etc.).

3.INVOICING AND PAYMENT

3.1 PRICE

For In-house training sessions,

Invoicing and payment schedule is defined in the commercial proposal. Unless indicated otherwise in said proposal, quoted prices are in Euros and exclusive of taxes; VAT at the applicable rate and/or any possible duties and/or taxes withheld at the source according to the applicable legislation shall be added. Prices are firm and not subject to revision.

For Public training sessions,

Enrolment fees cover training (teaching, practical activities, simulators and other IT tools, documentation, supplies) as well as break-time related costs (refreshments). And do not cover transport and accommodation. The price on the order form is indicated in Euros, tax not included. VAT at the current rate will be added to the indicated price plus any other withholding taxes. All training sessions, once started, have to be paid in full. Upon request, IFP Training may decide to apply reduced enrolment fees for 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

Payment by a third party organization (such as accredited collecting funds for training),

If Client makes a third party pay for the training, it must so inform IFP Training at the time of the Training Order. In this case, IFP Training will make its reasonable efforts to provide the documents requested by the Client (possible translation at the Client’s expense).
The Client will ensure that payment is made by that 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 the due date will be borne by the Client.

For Public training sessions,

The training session will only be accessible to the Client once that IFP Training has been paid in full.
By check to the order of:

  • IFP Training - 232, Avenue Napoléon Bonaparte - 92852 Rueil-Malmaison Cedex;
  • Via bank transfer to IFP Training above mentioned account. A duplicate is available provided that the Client requested it on the enrolment form.

If the Client wishes to pay using a sponsoring organization, the following procedures should be followed:

  • before the start of the session, a request for direct billing should be issued and accepted;
  • this shall be indicated explicitly on the enrolment form;
  • the Client ensures the completion of payment by the designated organization.

IFP Training will provide the Client with all documents needed to make a sponsoring request.
If the sponsoring organization only bears part of the training cost, the remaining amount will be charged to the Client. Only payments by sponsoring organizations before the first day of training will ensure enrolment and access to the training.
If, for whatever reason, the sponsoring organization doesn’t pay, the Client will be charged the full training amount. At the end of the session IFP Training will send the sponsoring organization an invoice along with a copy of the certificate of attendance signed by the participant.

3.3 LATE PAYMENT

Pursuant to the provisions of article L441-6 of the French Commercial code, all sums not paid on their due date will require Client to pay late payment penalties equal to three (3) times the French legal interest rate.
These penalties are due until full payment. In the event of late payment, the Client will also owe to IFP Training a fixed compensation of forty (€40) Euros for collection costs. Should collection costs be higher than such fixed compensation, IFP Training can demand additional compensation from the Client by providing supporting proof.
IFP Training also reserves the right to interrupt the performance of the services if an invoice is not paid on or before the due date, without prejudice to any other recourse.

4.CANCELLATION AND DEFERAL- MODIFICATION OF SERVICES

4.1 CANCELLATION AND DEFERRAL CONDITIONS

For In-house training sessions,

  • By the Client: Any request for cancellation or deferral of all or part of the Training Order by Client shall be notified to IFP Training in writing, with acknowledgment of receipt, no later than three (3) weeks before the session date. This three(3)-week delay is counted from the date of reception by IFP Training of said request.
    (i) In case of deferral:
    Any deferral requested less than three (3) weeks before the session date will be considered by IFP Training as a session cancellation. The conditions of (ii) or (iii) below will then apply.
    (ii) In case of partial cancellation of the Training Order (i.e. cancellation of one or more sessions):
    For any Training Order or part thereof cancelled while giving the required three(3)-week prior written notice, the Client will only pay the expenses already incurred by IFP Training (including internal preparation costs) that cannot be deferred.
    For any session cancelled between one and three (3) weeks before the session date, the Client will have to pay 60% of the price of the cancelled session.
    For any session cancelled with a notice given less than one (1) week before the session date, the Client will have to pay 100% of the cancelled session’s price.
  • Full payment is required for every session performed, however partial. The Training Order will remain valid for all non-cancelled sessions.
    (iii) In case of the Training Order’s total cancellation: The provisions of (i) will be applicable to the entirely cancelled Training Order and to the total price of the Training Order.
    By IFP Training : IFP Training reserves the right to cancel or defer any session providing a three(3)-week prior notice, by e-mail, fax or letter. No compensation will be paid to the Client but IFP Training undertakes to agree with Client on a new session date within four (4) months.
  •  
  • For Public training sessions,

    By the Client: Cancellation by the Client shall be sent in writing to IFP Training. In the eventuality of a cancellation, even due to force majeure, less than 14 calendar days before the beginning to the session, 50% of the enrolment fee will be charged by IFP Training, except if a participant from the same company takes the participant’s place. Such a replacement must be communicated to IFP Training and confirmed by sending a new enrolment form.
    In case of non-cancelled enrolments (including absenteeism or dropout), 100% of the enrolment fee will be charged by IFP Training. In case of an unforeseen departure, justified by the Client, the participant may be authorized to take part in a later session with the prior consent of IFP Training.
    By IFP Training: IFP Training reserves itself the right to cancel or postpone a session, especially if there are an insufficient number of participants. The Client will be notified by telephone at least 2 weeks before the session was due to begin. The cancellation will be confirmed in writing. The payments received will be fully refunded. No compensation on behalf of IFP Training will be given to the Client due to cancellation or postponement of a session.

4.2 MODIFICATION OF SERVICES

Any modification of the training services requires an amendment to the Training Order.
IFP Training must be given prior written notification of any change of the number of session participants, such changes being subject to the following conditions:

  • any downward adjustment of the number of the Client’s session participants can be considered by IFP Training as a partial cancellation of the session in question and will thereby be managed according to the rules listed in article 4.1 (i) that will be applied to the unit cost per participant indicated in the commercial proposal (or, failing that, by dividing the total Training Order amount by the number of Client’s participants) ;
  • any additional participant will be subject to prior approval of IFP Training and to an additional commercial proposal ;
  • any request for a change of the number of participants must be submitted to IFP Training no later than one (1) week before the concerned session date.

Client can replace a participant with another, after notifying IFP Training.

5.CONDITIONS FOR PERFORMANCE OF THE SERVICES

To fulfill the Training Order, IFP Training will perform the services proposed at the commercial proposal accepted by Client through qualified trainers.

Performance site :
The site where the training services will be performed is indicated in the Training Order. Should the training be provided outside of an IFP Training site, the Client will ensure the access of IFP Training and its trainers to the premises where the sessions will be held, and will provide them with all material and equipment (i.e. computer, projector, screen…) needed for the performance of the services on the site in accordance with IFP Training specifications.

Client’s information required for the performance of the services :
Client will provide IFP Training with the information and data specified in IFP Training commercial proposal, as well as all information needed to facilitate the services’ performance.
In case of late delivery of said needed information, IFP Training may decide to defer the concerned sessions and shall so inform the Client. In this case, IFP Training and the Client will jointly agree on new dates for these sessions.
All data and information provided by the Client will be kept confidential by IFP Training. At the Client’s written request, such data and information can be returned to the latter at the end of the Training Order.
The Client bears sole responsibility for the data and information that it provides to IFP Training for the performance of services. The data and information provided by the Client remain its property.

6.INFORMATION TECHNOLOGY AND FREEDOMS

Information of a personal nature provided by the Client to IFP Training for the performance of the session may be communicated to the contractual partners of IFP Training and to the trainers for the purposes of the services. Pursuant to the provisions of French law No. 78- 17 of January 6th 1978, the persons in question can at any time exercise their rights to access, oppose and rectify said information within the IFP Training files.

7.PROPERTY RIGHTS TO THE EDUCATIONAL DOCUMENTS

Parties shall be bound by an obligation of confidentiality with regard to all documents and information specified as confidential during the training session, whatever their format. The Parties undertake to ensure compliance with this obligation by all their personnel and, more generally, by any person put in contact with the other Party by one Party during the training session.
All educational documents and information transmitted by a Party within the framework of the training sessions belong to the said Party and/or its contractual partners and/or trainers and their use, disclosure or copy is prohibited unless prior written agreement has been obtained from the disclosing Party.
Under no circumstances may these GTS be interpreted as conferring, expressly or implicitly, on the recipient Party the grant by the disclosing Party of a licence right, or a promise to grant a licence right, for any direct or indirect reproduction, adaptation, modification, representation or dissemination by the recipient Party, in any form whatsoever, of all or part of the documents (in particular educational documents produced by IFP Training) transmitted by the disclosing Party and/or the information contained, to its non-participants at the session or to third parties; any use for the purpose of marketing, organizing or carrying out training activities (including internal training) is expressly prohibited.
The Recipient Party is responsible for any unauthorized use, copying or distribution of information or documents (in particular educational documents produced by IFP Training) transmitted by the Disclosing Party, its partners and/or its trainers, as the case may be, transmitted by the Disclosing Party as part of the training sessions.
The Client agrees not to remove any proprietary notices present on educational documents sent by IFP Training as part of the services.

8.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.

9.UNDECLARED LABOR – SUBCONTRACTING

IFP Training fully complies with French labor, fiscal and social laws pertaining to its trainers.
IFP Training may subcontract the performance of part of the training services to qualified partners, who shall also comply with French labor, fiscal and social laws pertaining to their trainers. In no way does subcontracting release IFP Training from its obligations and liabilities pursuant to the present General Terms of Sale.

10.FORCE MAJEURE

For the purposes of this Contract, the term force majeure (hereinafter referred to as “Force Majeure”) shall have the definition provided for in Article 1218 paragraph 1 of the Civil Code.
The Parties agree to consider as a Force Majeure event notably extreme weather conditions, lightning or fire, any requirement demanded for the protection of public safety, strikes, social movements from the personnel of the prevented Party or from the personnel of its subcontractor(s).
The Party that is prevented from executing its obligations under the present Training Order because of the occurring of a Force Majeure event shall inform the other Party/(ies), as quickly as possible by any means, confirmed in writing by the dispatching of registered letter with an acknowledgement of receipt, within a five (5) working days period following 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.
This Force Majeure event shall result in the suspension for the prevented Party and/or any other Party which is directly impacted by said event of its obligations under the Training Order. Therefore, no Party shall be held liable for the delay in the execution, or for the inexecution of all or part of its obligations under the Training Order is this delay or this inexecution is due to the occurrence of a Force Majeure event.
The Party having invoked the Force Majeure event shall :

  • • make its best efforts in order to limit and/or mitigate as much as possible its consequences in order to timely resume the execution of the Training Order ;
  • • continue the execution of the contractual obligations that are not affected by the Force Majeure event ;
  • • inform the other Party/(ies) in writing of its termination.

The suspended obligations shall be executed again as soon as the Force Majeure event has ceased. The contractual deadlines shall be extended by the duration of said event. Should the effects of the Force Majeure event continue beyond a thirty (30) working days period from its occurrence, the Parties shall seek to reach agreement in order to decide on the further course of action for the execution of the Training Order.
In case of a Force Majeure occurrence lasting more than thirty (30) consecutive days, the Party faced with such Force Majeure occurrence can immediately terminate, by the dispatching of registered letter with an acknowledgement of receipt, the Training Order, without compensation to the other Party.

11.TERMINATION

The Training Order may be terminated by either of the Parties in the event of non-performance by the other Party of one or more of its obligations in accordance with the Training Order. Termination shall only become effective one (1) month after the dispatching by the Party claiming non-performance of a registered letter with acknowledgement of receipt unless the breaching Party has cured its non-performance.

12.LIABILITY – INSURANCE

Except in case of willful misconduct, IFP Training and the Client will respectively deal with the consequences of accidents that may occur during the performance of the Training Order and involving their own personnel, including the session participants that they directly or indirectly employ as well as their property or any property in their custody, irrespective of the author of the damages.
Accordingly, each party waives any recourse against the other for any damages caused to persons and property, except in case of willful misconduct.
Each Party shall be solely liable for any loss, damage or injury to third parties resulting from the performance of the said Party’s obligations by it or on its behalf under the Training Order.
Moreover, under no circumstances can IFP Training be held liable for any financial, commercial or other damage directly or indirectly caused by the use of any information provided by IFP Training within the framework of the training sessions.
In all other cases, Client acknowledges that the liability of IFP Training is strictly limited, for direct damages, to the price of the Training Order and excludes any indirect damages.
In view of the above provisions, IFP Training and the Client shall ensure that their respective insurers waive any subrogation rights against the Parties. Should IFP Training or Client fail to ensure this waiver, the defaulting party will bear the financial consequences.
Client undertakes to obtain and maintain, for the duration of the session and at its own expenses, the validity of all insurance policies needed in order to cover the risks, liabilities, direct or indirect damages and illnesses that could be suffered by the participant(s), its personnel or its property, obtained from duly solvent insurance companies.
At its expenses, IFP Training undertakes to subscribe and maintain the validity of the insurance needed for the coverage of its liabilities under the Training Order.

13.PERSONAL DATA

As the person responsible for processing its personnel file, the Customer undertakes to inform each employee (hereinafter referred to as the User) that:

  • personal data concerning him/her are collected and processed by IFP Training for the purposes of conducting and monitoring training and prospecting and promotion ;
  • the connection, the training path and the follow-up of the Users' knowledge are data accessible to its services and in particular to the staff ;
  • in accordance with the provisions of the French Data Protection Act of 6 January 1978 in its version in force at the time of the Order, as well as the provisions of the General Data Protection Regulation (EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable as from 25 May 2018), the User has a right to access, modify, rectify and delete his personal data (hereinafter "Rights") concerning him and that for this purpose, an online request specifying the identity and e-mail address of the applicant can be addressed to IFP Training.

The Rights provided for in the preceding paragraph may be exercised by contacting customer service at the following email address: rgpd@ifptraining.com or by writing to IFP Training Service Marketing 232 avenue Napoléon Bonaparte, 92852 Rueil-Malmaison Cedex - France.
The Client is responsible for the conservation and confidentiality of all personal data concerning the User to which he has had access.
The personal data collected by IFP Training are necessary for the execution of the training referred to in the GTC and may be used for prospecting and promotion purposes. They are kept as long as the User has an Account not closed and within three months following the closing date. IFP Training nevertheless reserves the right to archive any personal data it may have collected in execution of the Order, for the duration of the limitation of liability actions. In this case, IFP Training will ensure the security and confidentiality of the archived data storage to which only IFP Training will be able to access for the exclusive purpose of a possible litigation whose resolution requires the judicial communication of said data.

14.MISCELLANEOUS PROVISIONS – LITIGATION

14.1 The fact that a Party does not invoke the benefit of a clause of the Order does not entail a waiver by it of the benefit of that clause.
If one or more of the provisions hereof were to prove null and void under an applicable law or decree or a final judicial decision, it (they) would then be deemed unwritten. However, the other provisions would remain in full force and effect.
A notification by registered letter with acknowledgement of receipt shall be deemed to have been sent on the date appearing on the stamp affixed by the postal services.
Upon completion of the training session and/or in the event of early termination of the Order for any reason whatsoever, the provisions of Articles 6, 7, 8, 12 and 13 shall remain in effect.
The present General Terms of Sale are subject to French law. Any dispute, not resolved amicably between the Parties within one (1) month, and relating to the validity, performance or interpretation of these General Terms of Sale shall be subject to the jurisdiction of the Commercial Court of Nanterre, including in cases of multiple defendants.

14.2 Fight against corruption

IFP Training and the Client undertake to fight against corruption in all its forms, public or private, active or passive both vis-à-vis their suppliers or subcontractors and vis-à-vis their principals.
In this respect, the Client undertakes to comply with French anti-corruption legislation, similar legislation applicable at the place of execution of the Order when all or part of the Order is carried out outside France, as well as IFP Training's charter of good conduct, which can be accessed on its website at the following address: www.ifptraining.com
For all matters relating to the Order, the Parties state and guarantee that they do 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 Order or facilitating its execution.
The Parties undertake to keep all accounting documents and other evidence of payments made or received and expenses incurred by them in connection with the Order during its term and at least three (3) years from the date of expiry or termination of the Order. Each Party or a third party appointed by it shall have the opportunity to audit such documents, subject to reasonable notice to ensure compliance by the other Party 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 Order automatically, without any formality, and at the sole discretion of the said Party.