Article 1 - Scope of application
1.1 Contract conclusion
These General Terms and Conditions for the Provision of Services ("GTCS") apply, without restriction or reservation, to all consulting, training, tool integration, recruitment and search services (online, remote or in person) ("Services") offered by Heero Consulting ("the Provider") to professional customers ("the Customer").
The Service Provider's contact details are as follows:
Société par Actions Simplifiée Unipersonnelle Heero Consulting, with capital of 1,000.00 euros, registered with the Nanterre Trade and Companies Register under number 892 787 516 00038, with registered office at 1 rue du Débarcadère 92700 Colombes, e-mail address: bonjour@heeroconsulting.com. Intracommunity VAT number: FR15892787516.
The scope of Services is presented on the www.heeroconsulting.com website. It is the Customer's responsibility to familiarize him/herself with this information before placing an order. By subscribing to the Service Provider's Services, the Customer has ensured that they correspond to the Customer's needs.
Customers wishing to subscribe to the Service Provider's Services receive a contractual proposal, equivalent to a quotation, for each service offered by the Service Provider:
- A framework contract for a Recruitment Service,
- A commercial proposal for a consulting service,
- A professional training agreement for a training department.
This quotation is valid for 10 calendar days from the date it is sent by the Service Provider.
The signed quotation constitutes the special conditions (the "Special Conditions"), which supplement these GSP (taken together, "the Contract"). In the event of any discrepancy between these GCPS and the Special Conditions, the Special Conditions shall prevail.
By signing the Special Terms and Conditions, the Customer declares that he/she has read and accepts the present General Terms and Conditions.
The CGPS are available at any time on the www.heeroconsulting.com website . The Service Provider shall make them available to the Customer on first request.
In accordance with the provisions of Articles 1366 et seq. of the French Civil Code and Decree 2019-1118 of October 31, 2019, the electronic signature is accepted by the parties. Unless proven otherwise, the data recorded in the Service Provider's computer system constitutes proof of all transactions concluded with the Customer.
1.2 Final nature of the conclusion of the Contract
The signing of the Contract binds the Customer definitively. The Service Provider reserves the right to cancel or refuse any order from a Customer with whom there is a dispute concerning a previous order.
If the Customer wishes to modify the scope of Services after having validated and signed the quotation and appended documents, a new negotiation between the Customer and the Service Provider must be carried out, under the same conditions as above. Mutual agreement on this new negotiation will lead to the drafting of a new quotation.
The Customer or the Service Provider may, by joint written agreement, modify the delivery times for the various Services according to any constraints of time, means or access.
Article 2 - Prices
The Services are provided at the current prices shown on the www.heeroconsulting.com website when the order is placed and/or on the Special Conditions. In the event of any discrepancy, the price indicated on the Special Conditions shall prevail. Prices are expressed in euros, exclusive of VAT.
The Service Provider reserves the right to modify its prices at any time. The prices applicable to the Customer are those indicated in the Special Conditions.
2.1 Additional costs
The prices indicated in the Special Conditions do not include the additional costs necessary for the Service Provider to perform the Service, and in particular :
- administrative costs (processing and shipping costs),
- travel expenses,
- operating costs (software purchases, etc.).
The Customer undertakes to reimburse any additional costs incurred by the Service Provider for the purposes of the Service, on presentation of supporting documents.
2.2 Additional fees
The prices indicated in the Special Conditions do not include any fees resulting from the Service Provider's intervention being exceeded for any reason not attributable to the Service Provider, and in particular :
- in the event of expansion or modification of the Service, at the Customer's request,
- in the event of delay in the execution of the Service, due to the Customer.
In such circumstances, the Service Provider shall inform the Customer, prior to the intervention justifying the application of an overrun fee, by any written means (and in particular via the communication tool regularly used by the parties for the performance of the Service) of the overrun, expressed in man-days.
Overrun fees are invoiced to the customer at a rate of €900 (excl. VAT) per man-day.
In the absence of the Customer's express refusal, which may be expressed by any written means, within 48 hours, the overrun is deemed to have been accepted.
In the event of refusal by the Customer, the Contract shall be deemed to have been fully performed, and the full price agreed in the Special Terms and Conditions and any additional costs shall become immediately due and payable. Under these conditions, the Customer may not invoke any default or exception of non-performance due to an unfinished or non-executed Service.
Article 3 - Customer's obligation to cooperate
Throughout the performance of the Services, the Customer is bound by an enhanced obligation to cooperate with the Service Provider.
In this respect, the Customer undertakes to make available to the Service Provider the human resources, documentation, software, premises, etc. necessary for the performance of the Services, in order to provide the Service Provider with optimum conditions for the performance of the Services.
In particular, the Customer undertakes to provide the Service Provider, as soon as possible, with any information on the Customer's business that the Service Provider may require in order to carry out its mission, including information on the Customer's technical, economic and organizational conditions.
The Customer undertakes to designate a privileged contact for the entire duration of the Contract, who is authorized to make commitments on behalf of the Customer to the Service Provider.
In the event of the failure or absence of its privileged contact, the Customer undertakes to provide for his replacement as soon as possible by a qualified person.
Article 4 - Terms of payment
4.1 Terms of payment
The price is payable by secure payment, by European SEPA direct debit mandate or by bank transfer to the Provider's bank account (details of which are communicated to the Customer when the order is placed).
SEPA direct debit: After signing the Special Terms and Conditions, the Customer fills in the SEPA direct debit form without delay. Each direct debit will be made within 5 interbank working days following the issue of the invoice for the said direct debit to the Customer.
Bank transfer: Unless otherwise stipulated on the invoice, all bank transfers must be made within 10 working days of the invoice date. The customer may be requested to confirm payment by e-mail.
Payment data is exchanged in encrypted mode using the protocol defined by the approved payment service provider for banking transactions carried out on the www.heeroconsulting.com website. Payments made by the Customer will only be considered final once the amounts due have been received by the Service Provider.
(i) Payment terms for Recruitment Services :
- 1st direct debit/transfer corresponding to the fees required for the Service Provider to begin the talent search on behalf of the Customer. These fees, defined in the Special Conditions, are determined according to the type of recruitment offer chosen by the Customer: Basic, Pro or Premium multiplied by the total number of recruitments requested by the Customer. The corresponding invoice will be sent to the Customer upon signature of the Special Conditions.
- Deduction(s)/transfer(s) corresponding to commission costs in the event of the Customer hiring one or more talents proposed by the Service Provider, corresponding to a percentage of the annual remuneration package of the talent(s) recruited. This percentage, defined in the Special Conditions, is determined according to the type of recruitment offer chosen by the Customer: Basic, Pro or Premium. The corresponding invoice will be sent to the Customer on the day on which the talent concludes a promise to hire or an employment contract with the Customer.
(ii) Terms of payment for Consulting Services :
- If the total price indicated in the Special Terms and Conditions exceeds €6,000 excluding VAT (six thousand euros excluding VAT), payment shall be made according to the following schedule:
- a first payment corresponding to 50% or 60% of the total amount, invoiced upon signature of the Special Conditions. The corresponding invoice will be sent to the Customer upon signature of the Special Conditions.
- a second payment corresponding to the remaining balance, invoiced on the Service end date, as specified in the Special Conditions. The corresponding invoice will be sent to the Customer at the end of the Service Provider's final diligence as specified in the Special Conditions (intervention, delivery of a deliverable, etc.). The Service Provider also reserves the right to demand payment per phase of modules produced (deliverables, packages or bundles sold). An invoice will be sent to the Customer upon completion of each module.
- If the total price indicated in the Special Terms and Conditions is less than €6,000 excluding VAT (six thousand euros excluding VAT), payment must be made in full before the start of the Services. The corresponding invoice will be sent to the Customer upon signature of the Special Conditions.
This payment, known as upfront payment, is non-negotiable. On signature of the Special Terms and Conditions, the Customer is definitively committed, with no possibility of withdrawal, and the upfront is due in full.
(iii) Payment terms for Training Services :
- The training may be financed and paid for, in whole or in part, by a competence operator, such as OPCO and CPF. Under these conditions, the Customer will be required to pay the remaining costs of the training only. An invoice for the training will be sent to the competence operator and paid to the Service Provider in accordance with the operator's payment conditions.
An invoice for the RAC will be sent to the Customer. - Training cannot be financed and paid for by a skills provider. Under these conditions, the Customer is liable for the full price of the Service. Payment for training must be made in instalments. An invoice will be sent to the Customer for each training module completed.
- The Competence Operator does not give any answer to the possibility of total or partial coverage of the training. Under these conditions, the Customer is liable for the full price of the Service. If the customer wishes to cancel the right of subrogation, he or she must modify the application submitted to the skills provider. Payment for training must be made in instalments. An invoice will be sent to the Customer for each training module completed.
In accordance with article 2.1 of the present CGPS, the Services may give rise to additional costs (travel by the Service Provider, expenses and fees relating to the implementation of tools, the purchase of physical equipment or any other item not provided for in the Special Conditions) which may be invoiced separately at any stage in the performance of the Services.
4.2 Late or non-payment
In the event of late payment, late payment penalties will be applied to the unpaid amount shown on the invoice, including VAT. The rate of these late payment penalties will be the ECB's key rate plus 10 points (application of article L441-6 of the French Commercial Code). A fixed indemnity for collection costs of 40 euros will also be charged (strict application of decree n°2012-1115 of October 2, 2012).
Such penalties shall be automatically due and payable by the Service Provider, without any formality or prior notice.
Late payment will result in the immediate payment of all sums owed by the Customer, without prejudice to any other action that the Service Provider may take against the Customer in this respect.
In addition, the Service Provider reserves the right, in the event of non-compliance with the above payment conditions, to terminate the Contract under the conditions defined in article 6.2 of the CGPS.
Article 5 - Provision of Services
The Service Provider reserves the right to subcontract all or part of its obligations.
The customer can monitor the progress of his project by e-mail, telephone or directly via a platform with his Project Manager, identified in the Special Terms and Conditions.
5.1 Place and time of delivery of Services
The Service Provider undertakes to use its best efforts to perform the Services in accordance with the Special Conditions, on a best-efforts basis.
Services are performed at the locations defined in the Special Conditions, where applicable.
The Services may be provided at any other location designated by the Customer, subject to 7 days' notice prior to the start of the Services, at the Customer's sole expense.
In any event, the Services are performed by the Service Provider: Monday to Friday, 9am to 7pm, in the Ile-de-France region, with possible travel throughout Metropolitan France and Europe.
The said Services are performed within the deadlines defined in the Special Conditions. However, it is expressly agreed between the Parties that these deadlines, which depend largely on the active cooperation of the Customer, are estimates only.
In any event, it is agreed between the parties that the Service Provider may never be held liable:
- In the event of a delay in delivery of less than 7 days in relation to the deadline indicated in the Special Conditions,
- In the event of delay caused by one of the following :
- If, during the performance of the Service, the Customer extends the scope of the Service Provider's obligations or modifies the content or terms of performance,
- If, in breach of clause 3 of the GPCS, the Customer does not actively cooperate with the Service Provider and in particular does not make human resources, documentation, software, premises and information, etc. available to the Service Provider as soon as possible during the performance of the task.
5.2 Receipt of Services
In the absence of reservations or complaints expressly made by the Customer under the conditions defined below, the Services performed will be deemed to comply with the Special Conditions, in terms of quantity and quality.
The Customer shall have a period of 5 working days from the completion of the Services to make any complaints about the quality of the Services provided by the Service Provider.
Any complaint by the Customer must be made to his Project Manager by e-mail and must be accompanied by documentary evidence of the alleged lack of conformity.
No claim will be validly accepted if the Customer fails to comply with these formalities and deadlines.
The Service Provider will rectify any lack of conformity duly proven by the Customer as soon as possible and at its own expense.
Article 6 - Duration and termination
6.1 Contract duration
The Contract takes effect as soon as it is signed by the parties and runs until the Service is completed.
For Consulting Services sold in the form of monthly or annual subscriptions, the Contract takes effect as soon as it is signed, for the duration defined in the Special Conditions, tacitly renewable for successive identical durations. Either party may terminate the Contract at its contractual end, by notifying the other party, at least 2 months before said end for annual subscriptions, and 10 days for monthly subscriptions, by registered letter with acknowledgement of receipt, of its wish not to renew the Contract. In the absence of such notice, the Contract will be considered renewed.
6.2 Early termination
In the event of a serious breach by either party of its obligations under the Contract, it is expressly agreed that 8 days after a formal notice sent to the other party by registered letter with acknowledgement of receipt has remained without effect, the non-defaulting party will be entitled to terminate the Contract ipso jure to the detriment of the defaulting party, without prejudice to any damages it may claim from the defaulting party.
The following in particular are considered to be serious breaches justifying early termination:
- non-payment of invoices by the Customer under the conditions of article 4 of the CGPS,
- non-compliance by the Customer with its obligation to cooperate as defined in article 3 of the CGPS.
In the event of early termination due to the customer's default, the full price agreed in the Special Terms and Conditions and any additional costs become immediately due and payable.
Article 7 - Right of withdrawal
Given the nature of the Services provided and the Customer's status as a professional, the Customer does not benefit from the right of withdrawal.
The Contract is definitively concluded as soon as the Customer signs the Special Conditions.
Article 8 - Personal data
In order to perform the Services, the Service Provider collects the following data from the Customer: surname, first name, e-mail address, telephone number and job title of the Customer's employees, agents and representatives ("the Data Subjects").
The Service Provider transfers personal data to its employees, agents and subcontractors, as well as to its service providers and suppliers, for the sole purpose of performing the Contract and within the limits of the information strictly necessary for this purpose.
The data controller is the Service Provider, within the meaning of the French Data Protection Act and, as of May 25, 2018, Regulation 2016/679 on the protection of personal data.
8.1 Limitation of processing
Unless the Data Subject expressly agrees, his/her personal data will not be used for advertising or marketing purposes.
8.2 Data retention period
The Service Provider keeps the data thus collected for a period of 5 years.
8.3 Security and confidentiality
The Service Provider implements organizational, technical, software and physical digital security measures to protect personal data against alteration, destruction and unauthorized access. It should be noted, however, that the Internet is not a completely secure environment, and the Service Provider cannot guarantee 100% security for the transmission or storage of information on the Internet.
8.4 Enforcement of Data Subjects' rights
Data Subjects have the right to access, rectify, delete or limit the processing of their data, as well as the right to object to processing and the right to data portability.
These rights, provided they are not opposed to the purpose of the processing, may be exercised by sending a request by post or email to the Data Controller whose contact details are given above. The Data Controller must provide a response within a maximum of one month.
In the event of refusal to grant the Data Subject's request, reasons must be given. The Person Concerned is informed that in the event of refusal, he or she may lodge a complaint with the CNIL (3 place de Fontenoy, 75007 PARIS) or refer the matter to a judicial authority.
Article 9 - Intellectual property
The content of the www.heeroconsulting.com website is the property of the Service Provider and its partners and is protected by French and international intellectual property laws.
Any total or partial reproduction of this content is strictly prohibited and may constitute an infringement of copyright.
Article 10 - Applicable law - Language
The Contract and the operations arising from it are governed by and subject to French law. These GCPS are drawn up in French.
In the event of translation into one or more foreign languages, the French text shall prevail in the event of dispute.
Article 11 - Disputes and mediation
For all complaints, the Customer should contact the Service Provider's customer service department using the contact details given in Article 1 of these GCPS.
In the event of a disagreement between the parties concerning the performance of the Contract, the parties undertake to hold a conciliation meeting attended by the parties' counsel, if any; the purpose of this meeting is to open negotiations with a view to resolving the dispute.
If the conciliation meeting has taken place without any agreement having been reached between the parties, each of them has the right to take legal action in accordance with the clause below.
Any disagreement or dispute between the parties as to the interpretation and scope of this agreement shall be settled by a French court in accordance with the general rules of French law.
