GENERAL TERMS AND CONDITIONS OF SALE
1. Purpose and Scope
These general terms and conditions define the terms and conditions governing training courses ordered from BCIT Formation (hereinafter “BCIT Formation”).
For the purposes of these terms, each of the terms below shall have the following meaning:
Training catalogue: Document describing the training courses delivered by BCIT Formation and the terms applicable to the Training Courses.
Contract: The set consisting of the General Terms and Conditions, the Activity-Specific Terms and Conditions, and the Special Terms and Conditions defined in the contract or proposal issued by BCIT Formation. It is expressly agreed between the Parties that any general terms and conditions of purchase of the Client are excluded and do not apply between the Parties.
Client: The company, entity or natural person signing the registration documents, for whose benefit BCIT Formation will deliver the Training Course and to whom the Training Course will be invoiced by BCIT Formation.
General Terms and Conditions: These general terms and conditions.
Activity-Specific Terms and Conditions: The terms specific to each activity that supplement or specify the General Terms and Conditions.
Special Terms and Conditions: The terms defined in the contract or proposal issued by BCIT Formation that supplement or specify the General Terms and Conditions and the Activity-Specific Terms and Conditions.
Training Course: The training services delivered by BCIT Formation as defined in the registration documents and described in the Training Catalogue.
Information(s): Any confidential information and/or data of any kind (technical, commercial, organisational, security-related, economic, etc.) and in any form (knowledge, experience, know-how, method, tool design, process, prototype, specific component, software, sample, product, etc.), communicated electronically, in writing, orally, visually or by any other means under the Contract by one Party to the other Party. The following items disclosed by one Party to the other Party shall not be considered Information(s), provided that the receiving party can prove that they are:
(i) items that were already in its possession before the communication in question,
(ii) items that, on the effective date of the Contract, are publicly known or subsequently become publicly known,
(iii) items disclosed by a third party entitled to communicate them,
(iv) items resulting from developments undertaken by the Receiving Party independently of the information obtained from the Disclosing Party.
Participant: The natural person to whom the Training Course is delivered.
Parties: The Client and BCIT Formation.
2. Application and Enforceability of the Terms and Conditions
These Terms and Conditions are structured into three levels:
The General Terms and Conditions applicable to all activities.
The Activity-Specific Terms and Conditions (CSA) that supplement or specify the General Terms and Conditions.
The Special Terms and Conditions (CP) defined in the contract or proposal issued by BCIT Formation that supplement or specify the General Terms and Conditions and the Activity-Specific Terms and Conditions.
These Terms and Conditions are deemed to form an integral part of the contract or order placed. By signing the contract or proposal issued by BCIT Formation and/or by issuing a purchase order compliant with it, the Client acknowledges having read BCIT Formation’s Terms and Conditions and accepts their terms in full and without reservation.
They apply systematically and prevail over all general terms and conditions of purchase, unless formally and expressly waived in writing by BCIT Formation.
The order of precedence is: i) Special Terms and Conditions (the contract), ii) Activity-Specific Terms and Conditions, iii) General Terms and Conditions. Any condition under iii) that does not conflict with conditions under ii) or i) applies, and any condition under iii) or ii) that does not conflict with conditions under i) applies.
3. Prices
Unless specifically stated otherwise, the price announced in the proposal or price list includes all account creation and management fees and all documentation, creation and document editing fees. It is stated excluding tax and will be increased by the VAT in force at the time of invoicing in accordance with legal provisions.
The training prices listed in the catalogue are firm and final. They are stated excluding tax and per person, with the applicable VAT in force charged in addition. They do not include the trainee’s transport costs from their company to the training venue, nor accommodation and/or meal costs, which are specified separately according to the Client’s choices.
Travel expenses, shipping costs and customs duties, unless expressly indicated as included in the price, will be invoiced in addition and will bear the VAT rate in force (in accordance with Article 267, I-2° of the French General Tax Code). Except where expenses are invoiced as a fixed fee, supporting documents for these trips may be provided upon request.
In certain countries where withholding tax is provided for any service supplied by a foreign provider, the price set by BCIT Formation will take account of this provision specific to the Client’s country.
BCIT Formation undertakes to minimise costs relating to the travel expenses of its staff by organising grouped trips where possible and by choosing transport, accommodation and catering providers of a mid-range level, depending on availability and distance, offering reasonable rates while ensuring the minimum comfort required to perform the service.
BCIT Formation undertakes to notify the Client in advance in the event of any departure from these commitments.
BCIT Formation’s services are strictly limited to those explicitly mentioned in its proposal. Where applicable, any additional services requested by the Client may be the subject of a new proposal or an amendment.
4. Orders - Deposits
Orders will be considered firm and final only after BCIT Formation has received a signed purchase order, duly prepared by the Client on letterhead and bearing the mandatory information, including the date and order number, a precise description of the service, where applicable the reference of BCIT Formation’s training proposal, and the signatory’s approval and capacity.
Failing this, the return of the proposal issued by BCIT Formation, duly signed and stamped by the company, shall be deemed to constitute a purchase order.
This purchase order shall be accompanied, where applicable, by a deposit equal to 30% of the order amount including tax. An adjustment invoice will be sent to the Client upon receipt of the deposit.
Unless otherwise indicated, the training proposal is valid for 3 months from its date of issue.
5. Invoicing and Payment of the Price
At the end of performance of the service, BCIT Formation will issue an invoice payable by bank transfer at 30 days end of month.
Unless otherwise provided, BCIT Formation issues invoices in EURO.
If the proposal or contract provides for staged invoicing, BCIT Formation will issue invoices in proportion to time spent or according to the planned schedule.
An interim invoice will also be issued if the service is blocked before completion, whatever the reason; or at the Client’s request during performance, or by decision of BCIT Formation, particularly at year-end.
Any additional cost (resources, time spent) resulting from incorrect information, delayed transmission of information or a lack of information from the Client may be subject to additional invoicing under an amendment to the initial proposal.
In the event of non-payment of an invoice, BCIT Formation reserves the right to suspend its work until the sums due have been regularised.
In addition, without prejudice to any other action, BCIT Formation reserves the right to suspend any ongoing service with the company, even if it falls under another current contract within the group, until full payment of the sums due.
No discount is allowed, unless a specific exemption is granted.
6. Late Payment Penalties
In accordance with Article D441-5 of the French Commercial Code, a fixed recovery charge of 40 euros is due for any late payment, payable on invoice without further notice.
In addition, late payment interest will be due from the first day following the due date and will be calculated on the basis of the ECB refinancing rate plus 10 points.
7. Confidentiality Undertaking
All BCIT Formation personnel and subcontractors are bound by strict observance of professional secrecy.
BCIT Formation undertakes not to communicate to anyone, directly or indirectly, all or part of any information of any kind, whether commercial, industrial, technical, financial or otherwise, that may have been communicated to it in the context of its assignment.
In the context of tests falling within the scope of certification, except for the brand certifier and persons mandated on behalf of accreditation bodies under a confidentiality agreement, BCIT Formation undertakes not to communicate to anyone, directly or indirectly, all or part of any information of any kind, whether commercial, industrial, technical or financial, that may have been communicated to it in connection with this assignment.
Furthermore, these same persons may be required to act as observers during laboratory tests or during on-site audits or inspections.
8. Performance of the Assignment
BCIT Formation’s intervention is carried out in close consultation with the Client, from whom active and ongoing cooperation is requested, in particular by enabling BCIT Formation to intervene and perform the agreed services under the best possible conditions.
The intervention dates of BCIT Formation are established by mutual agreement with the Client or according to a schedule defined in the proposal and approved by the Client.
BCIT Formation may not be held liable for delays in performance of the assignment if they result from insufficient cooperation by the Client leading to postponements.
BCIT Formation will make every effort to ensure perfect performance of the service in accordance with its service proposal and undertakes to comply with the agreed levels of expertise.
BCIT Formation guarantees the quality of the services performed according to the methods indicated in the specifications, in the BCIT Formation proposal or in the ad hoc technical reference framework, and based on the technical information provided by the Client.
BCIT Formation undertakes to put in place the technical resources (software packages, IT resources, etc.) and human resources necessary to perform the service and provided for in the offer.
BCIT Formation undertakes to comply with the safety instructions and working hours defined by the Client for assignments outside BCIT Formation. Unless specific conditions are specified in the proposal, assignments are carried out during daytime working hours.
The Client undertakes to communicate to BCIT Formation the data and information useful and essential to performance of its service and, where applicable, the elements necessary for the safety of the personnel involved. In particular, potential exposure to asbestos must be reported and BCIT Formation reserves the right to refuse the service. In addition, the list of PPE required for the service must be communicated before the assignment, and PPE other than safety shoes and helmets must be provided by the Client.
The Client also undertakes to respond as quickly as possible to any additional questions that BCIT Formation may ask so as not to hinder the progress of the assignment.
BCIT Formation is not required to verify the accuracy of findings contained in documents or reports transmitted to it or obtained from third parties.
The Client undertakes to allow BCIT Formation representatives free access for the performance of their assignment and to accompany BCIT Formation representatives during visits to the Client’s facilities.
If BCIT Formation representatives attend the site and access is not authorised or presents a risk not reported in advance, the costs related to the travel and time spent by BCIT Formation representatives shall be payable by the Client.
For assignments outside BCIT Formation, the Client shall ensure that the handling operations and manoeuvres on the installations necessary for performance of BCIT Formation’s service are carried out by personnel for whom the Client remains responsible.
If, however, the Client is not entirely satisfied with the service provided by BCIT Formation, the Client may make this known by following the procedure available on the website.
9. Communication of Results
Where the services performed by BCIT Formation give rise to the preparation of reports, these are prepared on its letterhead, approved by management and issued as one original copy for the Client. BCIT Formation keeps an original of this report for 10 years.
Only original documents and certified true copies are binding vis-à-vis third parties. No modification or alteration may be made to these documents after communication. Reproduction of a document prepared by BCIT Formation is authorised only in its complete form. Any other form of reference to BCIT Formation’s services must be subject to BCIT Formation’s prior written agreement.
Unless otherwise agreed with the Client, the report will be sent electronically in PDF format, which the Client and BCIT Formation consider to have an equivalent level of security and confidentiality to postal mail.
Unless otherwise stated, the Client’s email address for sending the report is the recipient address of these terms of sale.
10. Undeclared Work
All mandatory tax declarations due to date in respect of BCIT Formation’s activity have been filed with the Tax Administration.
All services are performed with employees regularly employed in accordance with Articles L.8211-1 et seq., L.3243-1 et seq., R.3243-1 et seq. and L.1221-10 of the French Labour Code under the contract concluded with BCIT Formation.
11. Subcontracting
BCIT Formation reserves the right to freely subcontract all or part of the service to any person of its choice, without specific prior notice to the Client. BCIT Formation undertakes to require the subcontractor to comply with the terms of the main contract.
12. Solicitation of Personnel
Each party undertakes not to hire, directly or indirectly, any employee or staff member of the other party, throughout the term of the contract or assignment and for 12 months following its termination, whatever its cause or origin.
Failure to comply with this provision shall be sanctioned by payment of compensation at least equal to twice the gross annual salary of the employee or staff member concerned, without such compensation being lower than the amount of the initially planned service.
13. Liabilities
BCIT Formation’s interventions are subject to a best-efforts obligation.
It is not for BCIT Formation to ensure that findings, opinions and/or recommendations given in the context of the assignment are acted upon by the Client.
The Client shall bear full responsibility for the use it makes of the services and/or studies. In particular, BCIT Formation may not be held liable for damage of any kind, including any intangible damage whatsoever (loss or delay in operations, financial or commercial loss, etc.) that may be caused directly or indirectly by the use, interpretation and/or extrapolation of the results of the study carried out by BCIT Formation or of BCIT Formation solutions acquired by the Client.
Unless otherwise stated, BCIT Formation does not act in place of the Client or any third party. In particular, findings and opinions expressed by BCIT Formation may not be considered as acceptance of the subject matter of its intervention.
Whatever the reasons, nature, basis or procedures of any actions the Client may bring against BCIT Formation for compensation for any damage, the Client may never claim compensation exceeding the sums received by BCIT Formation for the services for which its liability is established.
14. Insurance
BCIT Formation holds civil liability insurance taken out with a demonstrably solvent insurance company and covering its activities worldwide.
15. Non-Waiver of the Exercise of a Right
The fact that either party does not at any time require the other party to perform any of its obligations under the contract or order shall in no way affect that party’s right to require performance at any time thereafter.
The fact that either party waives its right to invoke the other party’s breach of any provision of the Contract or order shall not constitute a waiver by that party of its right to invoke any other breach of the same provision or of any other provision, nor a waiver of the obligation in question.
16. Intellectual Property
All economic rights attached to documents specifically prepared for the Client in accordance with its order are assigned to the Client upon full payment of the invoice, subject to any restrictions related to a specific activity. BCIT Formation consequently guarantees the Client peaceful exercise of these rights, including, without limitation, rights of performance, reproduction and resale royalty.
However, BCIT Formation reserves the right to use information resulting from the service to include it in synthesis or public-interest work. The envisaged work may be published by BCIT Formation. BCIT Formation therefore retains full intellectual property and the related rights in it.
In the absence of a contrary clause, where the Client provides BCIT Formation with technical test specifications specific to the product entrusted to it as part of its service, the Client acknowledges that it assigns to BCIT Formation free of charge all economic rights in the extracts, sentences or paragraphs that BCIT Formation may use in drafting BCIT Formation technical specifications or a general BCIT Formation methodology.
Photographs or recordings taken during tests and their use for external communication are subject to formal authorisation by BCIT Formation. In the event of proven breach of this requirement, BCIT Formation reserves the right to initiate any procedure it deems appropriate.
17. Use of the BCIT Formation Name
The name “BCIT Formation” is protected.
BCIT Formation reserves the right to bring any legal or administrative action it deems appropriate against anyone improperly exploiting the reference to BCIT Formation.
18. Personal Data Protection
Clients are informed that personal data (surname, first name, address, email, telephone, etc.) is collected by BCIT Formation to ensure performance of sales contracts.
These data, necessary and sufficient for managing Client requests, are stored in computer files (client files, trainee files, certified-person files, etc.) that have been declared to the CNIL.
Clients have the right to access, rectify and erase data concerning them by contacting BCIT Formation’s communications department.
The data protection policy is available on the bcit.fr website, under general information.
Unless the Client expressly indicates otherwise, BCIT Formation authorises itself, where applicable, to use the names of its clients and their logos in its commercial communications, on its website and on social networks.
19. Digital Training
Digital training courses, including E-Learning and Self-Learning courses, are made available instantly and can therefore be viewed, copied and downloaded.
Due to their digital and immediately accessible nature, these training courses must be paid for 100% upon order and are non-refundable.
No refund may be made once the order has been placed.
No cancellation period applies, whether the Client is an individual or a professional.
20. Cancellation - Postponement
BCIT Formation reserves the right to invoice cancellation or postponement fees if the deadlines provided for in the contract or initial order are modified due to the Client.
The calculation methods will be defined in the Activity-Specific Terms and Conditions or in the Special Terms and Conditions.
21. Unforeseeability
BCIT Formation and the Client declare that they waive application of Article 1195 of the French Civil Code.
If circumstances that were unforeseeable when the contract was signed or the order was placed make performance excessively onerous for either party, that party shall bear the additional cost without being able to rely on any possible renegotiation of the contract, and in particular of the price.
22. Force Majeure
Each party to the contract or an order must immediately notify the other party, with written confirmation no later than 5 calendar days after the occurrence of a force majeure event preventing it from performing its obligations under the contractual documents.
Obligations whose performance is made impossible by the occurrence of a force majeure event shall be suspended for the duration of that event, subject to the provisions of the “Termination of Contract” article.
The party invoking force majeure undertakes to take all measures enabling it to limit the harmful consequences of that event for the other party.
For the application of this clause, only an event that simultaneously meets all the following conditions may be considered to constitute force majeure:
a) The event must be beyond the control of the party invoking it.
b) The event could not reasonably have been foreseen when the order was issued.
c) The effects of the event cannot be avoided by appropriate measures.
d) The event prevents the party invoking it from performing its obligation.
The service provider may invoke delays by its own providers or subcontractors only where the cause of those delays may be considered a force majeure event under this clause.
23. Disputes
The applicable law is French law.
Any dispute related to performance of the contract or service shall lead the parties to seek an amicable solution.
Failing this, in the absence of an amicable agreement between the parties, only the courts on which our registered office depends are declared competent.
To date, these are the courts of Angoulême.
24. Termination of Contract
The parties may terminate the subscribed contract during the assignment by informing the other party in advance by registered letter with acknowledgement of receipt, with a minimum notice period of 1 month.
The assignment will be invoiced in proportion to the time spent and/or the progress made on the assignment.
All costs already incurred by BCIT Formation in connection with the assignment, of whatever nature, will be invoiced.