General Terms and Conditions of Sale

Linksight is a brand owned by NovInsight.

Definitions

For the purposes of the Contract, the terms and expressions below have the following meanings:

Client: refers to the co-contractor (to the exclusion of any consumer as defined by applicable regulations) of NovInsight mentioned in the Proposal, signatory of the Contract

Terms and Conditions: refers to these Terms and Conditions
Contract: refers to the totality of these Terms and Conditions, the attached Proposal, and any amendments concluded between the Parties with the same object, specifying that the Contract is concluded between the Parties at a distance
Proposal: refers to the contractual document, attached to these Terms and Conditions, detailing the Services and the compensation due to NovInsight by the Client, among other things
Beneficiary: refers to the Client’s staff members who will receive NovInsight’s Services
Services: refers to the services, carried out in the form of organization seminars, team workshops, training sessions in presence of Beneficiaries, as detailed in the Proposal, or the individual coaching services, carried out in the form of individual sessions for Beneficiaries, as detailed in the Proposal

Purpose

The purpose of the Contract is to detail the conditions under which NovInsight will perform its Services and the payment conditions, in accordance with the provisions in the Terms and Conditions and the Proposal.

Contract Conclusion Process

After exchanging with the Client, NovInsight formulates a Proposal that takes into account the Client’s requests, noting that NovInsight provides the Client with all the information and advice to ensure a perfect fit between the proposed Services and their needs. The validity of the Proposal is 1 month from the date it is sent to the Client by NovInsight. If the Client wishes to contract NovInsight’s Services under the conditions described in the Proposal, said Proposal must be signed by hand or electronically, in accordance with NovInsight’s instructions in this respect, by a duly authorized Client representative for the purpose of concluding the Contract, and this before the Proposal expires. Signature of the Proposal automatically implies full and unreserved acceptance of the Terms and Conditions by the Client and renders inapplicable, without exception, any exemptions from the Terms and Conditions including any general or specific purchase conditions, written or oral, unless they have been previously and expressly accepted in writing by NovInsight.

Contract term

The Contract has a fixed term: it will come into force on the date of signature of the Proposal by the Client and end after the performance of the Services.

NovInsight payment and billing procedures

The total fee owed by the Client to NovInsight in return for performing its Services will be paid by the Client in accordance with the payment schedule provided in the Proposal, under the following conditions

NovInsight shall not grant the Client any discount for early payment
NovInsight invoices shall be paid within 30 days of the invoice date
NovInsight invoices will be sent to the Client by email, which the latter expressly accepts
The fee indicated in the Proposal covers only the performance of the Services detailed therein, to the exclusion of any other services of any type whatsoever
Travel, accommodation and food expenses of NovInsight coaches will be identically invoiced to the Client by NovInsight, specifying that NovInsight will provide the Client with all supporting documents upon request

Dates and locations of services

The dates, times and locations of the Services agreed upon by the Parties are detailed in the Proposal.

Any cancellation of Services by the Client shall be handled as follows.

For seminars, training sessions and team workshops

in the event of a cancellation request emailed by the Client to NovInsight up to the 30^th calendar day before the start of Services, the Client will be billed 25% (before tax) of the total cost of cancelled Services due to NovInsight
in the event of a cancellation request emailed by the Client to NovInsight between the 29^th calendar day (included) and the 15^thcalendar day (included) before the start of Services, the Client will be billed 50% (before tax) of the total cost of cancelled Services due to NovInsight
in the event of a cancellation request emailed by the Client to NovInsight on or after the 14^thcalendar day before the start of Services, the Client will be billed the full cost of cancelled Services due to NovInsight

For individual coaching

the Client/Beneficiary may cancel and reschedule the date of each session no more than one time at no cost or penalty if the request is made by email at least 48 hours before the scheduled start time of the session (e.g., if a session is scheduled on a Thursday at 4 p.m., the Client/Beneficiary may cancel and reschedule it until that Tuesday at 4 p.m.). As a result of the above (i) any session canceled less than 48 hours before the start time of the session must be paid in full by the Client and (ii) any session that was previously cancelled and rescheduled and is the object of a new cancellation request, at any time whatsoever, must be paid in full by the Client.

NovInsight agrees to performing its Services in compliance with the provisions in the Contract, the legal and regulatory framework, and the relevant sector’s professional standards and practices.

Confidentiality

In the context of the Contract, the terms “Confidential Information” cover

all documents, information, elements, data, etc. concerning the Client to which NovInsight will have access under the Contract
know-how, techniques, documents, etc. used by NovInsight for the performance, at any stage whatsoever, of its Services
the content of the Contract

Each Party agrees to respect strict confidentiality in regards to the Confidential Information of the other Party, which specifically implies that the Confidential Information

shall be used by the Parties only within the strict framework of the Contract
Shall be disclosed to persons only when necessary and (i) only used by them within the strict framework of the Contract (ii) while imposing on them a confidentiality policy at least equivalent to the one contained in this article
Shall be protected and kept confidential
May not be copied, reproduced or duplicated, in whole or in part, other than what is strictly necessary for the performance of the Contract

The obligations of the Parties provided for above will remain in force for the duration of the Contract, as well as for a period of five (5) years from the end of the Contract, for any reason whatsoever.

Failure to pay

In the event of total or partial failure to pay an invoice upon its due date, NovInsight reserves the right, without notice, formality, or Client compensation (i) to suspend the performance of its Services/Contract (ii) to apply late payment penalties of an amount equal to the current ECB key interest rate increased by 10 points and (iii) to request immediate payment of all amounts due by the Client to NovInsight. In any event, if, within seven (7) days of sending a formal notice by registered letter with acknowledgement of receipt, the fees due to NovInsight remain unpaid in full or in part, NovInsight reserves the right to terminate the Contract without formality, notice or Client compensation. It is understood that the Client is responsible for all collection costs incurred by NovInsight. Without prejudice to the above provisions regarding late interest penalties and in compliance with applicable regulations, the Client will owe NovInsight a flat recovery fee of 40 euros per unpaid invoice (IFFR) in the event of a late payment.

NovInsight limitation of liability

In terms of providing Services and executing the Contract, NovInsight is subject to an obligation of means and not an obligation of results.

NovInsight shall not be held liable for any intangible and/or indirect damage (including but not limited to any loss of profits, customers or data, any financial or commercial damage, any non-material damage, etc.) under the Contract.

In any event, NovInsight shall in no case be held liable for damage of any type whatsoever caused, directly or indirectly (i) by any breach of legal and regulatory provisions by the Client or (ii) non-compliance with the Contract provisions by the Client.

Without prejudice to the above stipulations, if NovInsight’s liability should be engaged under the Contract, for any reason whatsoever and on any basis whatsoever, the damages for which NovInsight would be liable, all damages combined for the entire duration of the Contract, will be limited to the sums paid by the Client to NovInsight under the Contract.

Without prejudice to the above stipulations, the Client may hold NovInsight liable for damage of any type whatsoever, including any direct or indirect damage, under the Contract, only within a period of one (1) year from the occurrence of said damage.

Personal data / GDPR

In order for NovInsight to organize and perform its Services, the Client is required to send NovInsight the following personal data of Beneficiaries: email address, first and last name, phone number, personality test results and other evaluation (hereinafter “Personal Data”). NovInsight will restrict Personal Data usage to storage for the sole purpose of organizing and performing NovInsight’s Services for the benefit of the Client/Beneficiaries in accordance with the Contract.

In accordance with law n° 78-17 of January 6, 1978, as well as (EU) regulation 2016/679 of April 27, 2016 (herein the “GDPR”), the Beneficiaries/data subjects have the right to access, rectify and delete their Personal Data as well as the right to define directives for the use of said data after their death. They may also oppose, for legitimate reasons, the use of their Personal Data, request a limitation of use and request to exercise their right to the portability of their data. Data subjects can exercise all or part of their rights by sending an email on this subject to the following address: mohamed.aitoufkir@NovInsight.eu. NovInsight shall make the changes or delete the information in question within a maximum period of one month from receipt of the request.

In any event, it is understood that

It is the Client’s sole responsibility to obtain the agreement of the Beneficiaries, while providing them with information pertaining to applicable regulations on the use and treatment of their Personal Data by NovInsight as referred to above, prior to the collection of said Personal Data by the Client and/or NovInsight
The requirement to provide Personal Data is of a contractual nature and failure to deliver said data will prevent in all cases NovInsight from delivering its Services

NovInsight commits to:

guaranteeing the confidentiality and protection of Personal Data, especially in its digital system
ensuring that the persons authorized to process Personal Data agree to respecting its confidentiality
ensuring that Personal Data is stored in mainland France without being transferred to another country (unless NovInsight Services are performed in a country other than France)
storing Personal Data only until the end of the Contract

NovInsight may call on subcontractors (trainers, coaches, software platforms for psychometric tools, IT service providers, etc.) for the performance of Services. NovInsight commits to requiring guarantees identical to those taken by NovInsight under this article from said subcontractors.

Disability and accessibility

NovInsight commits to welcome person with disabilities without discrimination and to guaranteeing equal access to its services after each situation analysis

By developing the pedagogical accessibility of training courses: by thinking about and organizing the reception of people with disabilities even before welcoming them.
By developing the capacity of its teams (pedagogical and others) to organize the compensation of the handicap of the persons in training, as much as necessary.
By ensuring that all the training center’s premises (administration / training premises) are accessible, on pain of sanctions. This obligation is imposed on all establishments receiving public (ERP);

provided that the Client informs it in advance of any situation requiring a specific adaptation.

To do so, the Client shall inform the designated Disability Advisor: axel.aubert@NovInsight.eu. In the event of NovInsight being unable to make this adaptation, the Disability Advisor commits to redirecting the Beneficiary to the competent authorities.

Intellectual property and know-how

It is understood that all the intellectual property rights relating to NovInsight’s know-how (teaching devices, exercises, practical cases, techniques and methodology for performing the Services, etc.) and the materials used to deliver Services/training (hereinafter the “Materials”), given to the Client/Beneficiaries where applicable, remain the full and exclusive property of NovInsight.

Nonetheless, and to the extent that the Client has paid NovInsight in full, NovInsight grants the Client/Beneficiaries a non-giftable and non-transferable license to use the Materials, understanding, among other things, that the Client agrees to never reproduce and/or distribute the Material to third parties for free or against compensation.

Insurance

The Client guarantees that they hold an insurance contract allowing Beneficiaries to attend Individual any of NovInsight Services and that covers all the risks inherent to these types of Services, namely in the event of damage of any type caused to the Beneficiaries and/or to the persons performing the Services.

NovInsight marketing and communication

NovInsight will hold the right (i) to mention the Client (using their name and/or their brand/logo) (ii) to mention the business relationship between NovInsight and the Client and (iii) to describe in general terms the services carried out on behalf of the Client in its promotional/marketing materials intended for clients and/or prospective clients, on its website and social media, as well as during public engagements/presentations.

Miscellaneous provisions

The Parties will in no case be liable, towards each other, for any partial or total non-performance of their contractual obligations resulting from force majeure, which will be defined by case law at the time of the event occurrence. In the occurrence of such an event of force majeure, the affected Party must notify the other Party as soon as possible by registered letter with acknowledgment of receipt. Unless otherwise decided by the Parties, the obligations of each Party will be suspended by this notification. If the force majeure continues for more than three (3) months following this notification, each Party may freely terminate the Contract by sending the other Party a registered letter with acknowledgment of receipt.

Subcontracting

NovInsight may freely subcontract all or part of its Services to any third-party coaches/trainers, without releasing NovInsight from its obligations under the Contract.

Document hierarchy

In the event of a contradiction between an Proposal and these Terms and Conditions, the order of priority among these documents will be as follows: the Proposal then these Terms and Conditions.

Applicable law and jurisdiction

The Contract is governed by French law, to the exclusion of any other law notwithstanding any conflict of law regulation that may be applicable.

All disputes that may arise between the parties regarding the contract formulation, execution, interpretation, termination or follow-up must be brought before the competent courts of Paris, notwithstanding a plurality of defendants, warranty appeals or referred proceedings.