General terms and conditions for the provision of services
Last revised: (date 10/04/2019)
These general terms of service provisions and any associated purchase order and associated service contracts (hereinafter the “Terms of Services”) define the terms of your relationship as a user of services (hereinafter the “Client”) with Cléophée, a single-person limited liability company with capital of 5,000 euros, registered on the Trade Registry of Nanterre under number 809 914 468 and whose registered office is located at 97, rue Edouard Vaillant 92300 Levallois Perret (hereinafter “Cléophée”). The Client and Cléophée are collectively referred to as the “Parties”.
Cléophée is a household management company providing administrative services and business services. Cléophée also advices its Clients in order to facilitate their lifestyle management, either directly for procedures not requiring special qualifications or through professional third parties that it poses a direct relationship with the Client (hereinafter the “Providers”). In this case Cléophée intervenes as an intermediary in relations between the Client and the Provider.
Article 1 Purpose
The purpose of the Terms of Services is to define the rights and obligations of the Parties with regard to the services provided by Cléophée, which may be offered “on-demand” or “lump-sum” in the form of a subscription for an agreed period between Parties (hereinafter the “Services”).
Cléophée and the Client agree that the Terms of Services exclusively govern their relationship, to the exclusion of any other document exchanged between the Parties (including the leaflets and/or advertising by Cléophée).
Any order placed with Cléophée must be by mail and/or email and implies the acceptance without reservation of the Terms of Services by the Client.
Article 2 Performance of Services
2.1 The Services are available to businesses and individuals.
2.2 The Terms of Services only apply to Services provided by Cléophée.
2.3 When the Client is linked with Providers, it is up to him/her to learn about their general terms and conditions, and especially the conditions under which the Services will be provided to him/her by the said Provider, and to expressly accept these conditions would he/she wants to benefit from the relevant Services.
2.4 Provision is made to the address specified by the Client to Cléophée. The Client undertakes to ensure its accuracy. Any displacement or transport in pure loss for Cléophée and/or the Provider due to incorrect or incomplete address will be invoiced to the Client.
Article 3 Obligations of Cléophée
3.1 Cléophée undertakes to perform the Services within the time limit set.
3.2 The Services may include direct intervention by Cléophée under the conditions defined in the Terms of Services or in the Client’s linking with a Provider able to provide the requested Services.
3.3 Cléophée’s commitments constitute an obligation of means under which the Services will be provided in strict compliance with professional rules in use and in accordance with the Terms of Services.
Article 4 Intervention of Providers
4.1 When Cléophée is unable to provide the Services directly, it acts as an intermediary and is responsible for representing its Client with regard to Providers.
4.2 In this context, Cléophée will only assign to the performance of the Services, those Providers with the skills needed to ensure that the Services are performed in accordance with Cléophée’s quality standards.
Article 5 Obligations of the Client
5.1The Client undertakes to do everything possible to allow Cléophée and Providers to perform the Services and agrees to pay the agreed price on time.
5.2 The Client undertakes to give the Provider, upon request, all the detailed information the provision of Services require, and complete, clear and accurate documents for the performance of the said Services on time. The Provider does not have to control the completeness or accuracy of the Client’s information or documentation.
5.3 If the Client decides to appoint an intermediary in relation with Cléophée, this intermediary must have the proxy to bind the Client, to take decisions on time after receiving the necessary hierarchical arrangements, to be available for any request from Cléophée and/or the Provider, for the entire duration of the performance of the Services.
5.4 The Client undertakes to notify Cléophée and the Provider as soon as possible of any difficulty relating to the Services.
5.5 The Client shall ensure to grant access to Cléophée and the Provider to the place(s) where the Services are performed on the dates agreed between the Parties.
Article 6 Duration and Termination
6.1 Services “on-demand” are temporary Services performed over the time period agreed between the Parties. The Client is engaged for the duration of the Service from the commencement of performance of the “on-demand” Services, without any possible termination.
6.2 The “lump-sum” Services extend, unless expressly agreed between the parties, over a period of twelve (12) months.
6.3 The termination of a “lump-sum” Service shall intervene one (1) month before the anniversary date of the contract concluded between the Parties, by registered letter with acknowledgment of receipt. Failing this, the said contract is automatically renewed for the same duration.
6.4 In the event of a serious breach of any of its obligations by a party, the defaulting party may terminate the Service immediately and ipso jure if such breach has not been remedied within thirty (30) days from sending, by the Party seeking to invoke the failure of a registered letter with acknowledgment of receipt.
Article 7 Terms of Payment
7.1 Any “on-demand” Service ordered and not canceled at least seven (7) business days before the agreed start of the Service must be paid in full by the Client.
7.2 Any “lump-sum” Service that has not been terminated one (1) month before the anniversary date of the contract concluded between the Parties must be paid in full by the Client, until the contract expires.
7.3 Payment is made upon receipt of the invoice by the Client, or on the date agreed between the Parties, and is made by cheque or bank transfer. If Providers are called upon to perform the Services, the Client shall pay the Providers directly under the conditions usually applied by them.
7.4 The invoices issued correspond to the Services provided and disbursements (e.g., travel, subsistence and accommodation and any other expenses incurred in the performance of the Services) incurred provisionally and as they are performed. Unless otherwise agreed, invoices are issued monthly.
7.5 VAT at the rate in force on the date of issue of the invoice shall be added, where applicable, to the prices of the Services and disbursements.
7.6 In the event of late payment or payment default, Cléophée reserves the right to sue the Client in court to obtain payment with due as a penalty of an indemnity equal to fifteen percent (15%) of the sums due, plus legal interest and any legal costs. In case of non-payment by the Client of his subscription on the agreed dates, Cléophée may proceed with the termination of the subscription contract without any compensation of any kind whatsoever being charged to the benefit of the Client.
7.7 Delays or other unforeseen problems, over which Cléophée and/or the Provider has no control, may incur additional fees and be subject to additional charges. Cléophée undertakes to inform the Client of such delays and/or problems as they arise in order to evaluate their consequences with the Client.
7.8 The Client is aware that its responsiveness to requests from Cléophée and/or the Providers and its collaboration are essential for the proper performance of the Services. If the Client does not allow Cléophée to ensure the Services, no refund can be requested.
7.9 Cléophée reserves the right to change its rates at any time and undertakes to provide the Client with any new price list. New prices shall apply only to Services commissioned by the Client after its notification.
Article 8 Protection of personal data
8.1 Cléophée, as controller, collects personal data belonging to the Client on its own behalf.
8.2 The following personal data are collected by Cléophée:
(i) Identification data: when making contact, the Client’s surname, first name, telephone number, e-mail address and postal address may be collected;
(ii) Economic and financial data: for the invoicing of the Services to the Client, bank account numbers (IBAN) may be collected.
8.3 The personal data collected by Cléophée are used to (i) perform the Services requested by the Client, (ii) put the Client in contact with the Providers, (iii) manage requests for access, rectification, deletion, limitation, opposition, and portability from the data subjects, and (iv) to invoice the Services and manage unpaid invoices and disputes, if any.
8.4 This processing is based on the execution of the contract concluded with the Client, or the execution of pre-contractual measures taken at the Client’s request.
8.5 Personal data are collected directly from the Client (i) via the contact form on Cléophée’s website (https://cleophee.eu/fr/contact), (ii) by phone or (iii) later during the performance of Services.
8.6 Any personal data communicated by the Client to Cléophée are strictly confidential and necessary for the provision of the Services. In this respect, it is specified that the Client’s refusal to communicate his data is likely to prevent or compromise the proper performance of the contract by Cléophée and/or its Providers.
8.7 Unless requested or with the Client’s express consent and in strict compliance with its instructions, Cléophée shall not process any personal data other than those described in this article, nor transfer any data outside the European Union.
8.8 In the context of providing the Services to the Client, Cléophée may have to call upon Providers. The Client acknowledges and accepts that the personal data necessary for the performance of the Services may be transmitted to any Provider used by Cléophée to provide the Services. Cléophée and the authorized personnel of the Providers are the sole recipients of the Client’s personal data.
8.9 In addition, under certain particular circumstances, Cléophée may disclose the Client’s personal data when required by judicial and/or administrative authorities.
8.10 The data collected are kept for the duration of the contractual relationship between the Client and Cléophée, and are deleted within 3 years of the end of the relationship.
8.11 The Client may at any time exercise the right to request from Cléophée access to and rectification or erasure of personal data or restriction of processing concerning the Client, or to object to processing as well as the right to data portability for legitimate reasons. To exercise one of its rights, the Client simply needs to contact Cléophée by post at the following address: 97, rue Edouard Vaillant – 92300 Levallois Perret, or by email at email@example.com and provide proof of identity.
8.12 The Client also has the right to lodge a complaint with the supervisory authority of his place of residence or work where it’s a Member State of the European Union, or with the CNIL (the French supervisory authority), in the event of dissatisfaction with the way in which his data are processed by Cléophée.
Article 9 Intellectual Property
9.1 “Cléophée” is a registered trademark on which Cléophée enjoys an exclusive right of exploitation.
9.2 Consequently, any total or partial reproduction, modification, use or affixing of the trademark without the express prior consent of Cléophée is strictly prohibited.
9.3 The same shall apply to any combination or conjunction with any other mark, symbol, logo, and more generally any distinctive sign intended to form a composite logo.
9.4 All content (texts, translations, images, photographs, computer graphics, advertising, etc.) made available to the Client, in particular via the website https://cleophee.eu (hereinafter, the “Site”) and leaflets, and more generally all or part of the Site, irrespective of the language, are protected by intellectual property rights.
9.5 The conclusion of a service contract, and more generally the provision of the Services to the Client, does not entail any transfer of intellectual property rights to the Client.
Article 10 Client’s documents
10.1 Cléophée retains the original documents that have been handed over, and return them to the Client upon request. All documents, data or information provided by the Client, remain the property of the Client.
10.2 Cléophée will keep a copy of the only documents necessary for the performance of the Services.
10.3 The working documents prepared by Cléophée as part of the Services remain the property of Cléophée and are covered by professional secrecy.
Article 11 Independence – Legality of Services
11.1 In the event that a conflict of interest or independence issues arise during the performance of the Services, Cléophée shall immediately notify the Client and seek with him the most suitable solution to the situation. Specifically, if a change in regulations or professional standards prevents Cléophée from performing the Services, it will make available to the Client the results of the Services and all documents necessary for their completion, including its current documents, “as is”, and that, to facilitate the pursuit by a third party.
11.2 Requests to Cléophée must comply with the legal and ethical framework. In case of non-compliance, Cléophée reserves the right not to proceed with the request. Cléophée will not process any request in violation of the law in force in the country of performance or contrary to morality.
Article 12 Liability
12.1 When Cléophée directly provides Services, it is under an obligation of means and subject to subject to the Client’s compliance with its own obligations.
12.2 As part of the processing of requests transmitted by the Client, Cléophée only acts as an intermediary between the Client and the Provider.
12.3 Cléophée cannot be held liable for any error caused by the Client. Cléophée cannot be held responsible for its recommendations regarding the choice of Providers. Cléophée reserves the right to cancel or refuse orders from a Client, especially when there is a dispute with the Client.
12.4 In addition, the liability of Cléophée shall not be held in the following cases: (i) a result of a failure to provide a product or service for which neither Cléophée nor the Provider is responsible; (ii) for facts and/or data that fall outside the scope of the Services, and/or that are not an extension thereof; (iii) in the event that the results of the Services are used, for a purpose or in a context different from that in which they occurred, for the incorrect implementation of the recommendations or for failing to take into account the reservations of Cléophée.
Article 13 Force majeure
13.1 Cléophée may not be held liable in the event of a delay or suspension of the performance of the Services due to force majeure, within the meaning of Article 1218 of the French Civil Code.
13.2 Force majeure events include, but are not limited to, natural disasters, fire, internal or national strikes, wars, and riots.
13.3 Cléophée undertakes to inform the Client without delay of its temporary or definitive inability to perform the Services.
13.4 The performance of the Services is suspended for the duration of the force majeure event. The delay or suspension of the performance of the Services due to unforeseeable and irresistible events beyond the control of Cléophée shall not engage Cléophée’s liability towards the Client for failure or non-performance of its obligations, nor induce the payment of damages or penalties whatsoever.
13.5 It is expressly understood that any suspension of the performance of the Services exceeding thirty (30) days shall be considered as a definitive impossibility to provide the Services requested from the Client, unless agreed otherwise by the Parties.
13.6 As soon as the case of force majeure disappears, the Parties shall do their utmost to resume the performance of the Services as soon as possible. If the impediment is definitive, the Terms of Services shall be automatically terminated thirty (30) days after the sending of a registered letter with acknowledgement of receipt by the most diligent party.
Article 14 Subcontracting – Transferability
14.1 The Provider reserves the right to assign all or part of the Services to third parties meeting the same quality requirements.
14.2 If the Service requires special technical skills, Cléophée informs the Client about the possibility to sub-contract part(s) of the Service. The subcontractor will then intervene under the sole responsibility of Cléophée and agree to keep confidential all information he becomes aware during the Services.
Article 15 Partial Disability
If one or more provisions of the Terms of Services are invalidated or declared null and void pursuant to a law, regulation or following a final decision of a competent court, the validity or enforceability of the other provisions shall not be affected.
Article 16 No Waiver
The fact that either party does not claim a breach by the other party of any of the obligations under the Terms of Services w shall not be interpreted in the future as a waiver of the obligation in question.
Article 17 Interpretation of the Terms of Services
17.1 In case of difficulty in interpretation between any of the titles at the top of the clauses and any of the clauses, it is expressly understood that the clauses shall prevail.
17.2 In case of difficulty in interpretation or conflict between the English version and the French version of the Terms of Services, it is expressly understood that the French version shall prevail.
Article 18 Applicable law and competent courts
18.1 The Terms of Services are governed by French law.
18.2 The Parties undertake to seek an out of court solution to any dispute that may arise from the provision of the Services.
18.3 In the absence of an amicable solution, any dispute relating to the interpretation, execution or termination of the Terms of Services shall be submitted to the competent courts of Paris.