General Terms and Conditions of Sale for the services of FB SOLUTIONS

Article 1. General provisions

These General Terms and Conditions of Sale of Services, hereinafter referred to as the GTC, constitute the agreement governing the relations between the consultants of FB SOLUTIONS, hereinafter referred to as the Service Provider, and its clients within the framework of the sale of services. In the absence of a contract concluded between the Service Provider and its client, the services provided are subject to the GCS described below. Any order placed as well as any contract concluded with one of FB SOLUTIONS’ consultants implies the client’s full and unreserved adherence to these GCS. The fact that the service provider does not implement any of the clauses established in its favour in these terms and conditions may not be interpreted as a waiver on its part to take advantage of them.

Article 2. Nature of the services

FB SOLUTIONS’s consultants assist companies in the implementation of their projects based on satellite precision geolocation technology. In this sense, they participate in the study, research and development, industrialisation and maintenance phase of any product or concept developed by the client company within the framework of the project.

Article 3. Quotation and order

The service provider intervenes at the express request of the client. A letter of assignment is drawn up for all services, which is equivalent to a contract. This letter of assignment, sent by the service provider to the client, specifies:

The nature of the service,
The price of the service excluding taxes,
The amount of any discounts and rebates,
Payment methods,
The schedule detailing the actions and obligations of the client and the service provider, as well as the deadlines for completion,
Reminder of the customer’s full adherence to the GTCs

In order to confirm his order in a firm and definitive way, the customer will have to return this letter of mission to us without any modification:

The validation of the engagement letter is digitally signed, the signature of this electronic engagement letter automatically generates its validated version in PDF format which is sent to the customer.
The advance invoice is also generated electronically. The payment of this deposit triggers the start of the service being marketed.

The order will only be validated after signature of the engagement letter, which is valid as a contract. In the absence of receipt of the client’s agreement and the deposit, or from the date of expiry of the quotation, the quotation proposal is considered cancelled and the service provider reserves the right not to start the service. The validation of the order implies the full and entire adhesion of the client to the present GCS without reserve.

Article 4. Prices

The prices of the services are those detailed in the quotations or contracts, accepted by the client. They are expressed in euros and are subject to VAT. Prices can be calculated on a flat-rate, hourly or daily basis. It is agreed between the parties that the payment by the client of the totality of the service provider’s fees shall be deemed to constitute receipt and definitive acceptance of the services.

Under no circumstances can the price of the service be renegotiated after the service has been provided. Prices are subject to annual revision on 1st January each year by FB SOLUTIONS.

Article 5. Payment methods

Invoices for deposit and balance are payable on receipt. Payment is made by bank transfer. No discount will be granted for early payment. In the absence of any indication of payment term on the invoices, the LME provides for the following conditions: Payments between professionals are capped by article L441-6 of the French Commercial Code: “unless otherwise stipulated in the terms of sale or agreed between the parties, the deadline for payment of sums due is set at the thirtieth day following the date of receipt of the goods or performance of the service requested”.

“The period agreed between the parties to pay the sums due may not exceed forty-five days from the end of the month or sixty days from the date of issue of the invoice”.

Article 6. Late payment

Any delay or non-payment will automatically result in the cancellation of the contract:

The immediate due date of any outstanding amount,
Calculation and payment of a late payment penalty in the form of interest at a rate equivalent to three (3) times the legal interest rate (in force on the day the services are invoiced). The legal interest rate is set at 0.86% for the year 2019 for information).
This penalty is calculated on the amount of the outstanding sum, exclusive of tax, and runs from the day following the payment date on the invoice, until full payment, without the need for any reminder or prior formal notice. The applicable rate is calculated pro rata temporis.
The right for the service provider to suspend the execution of the service in progress and to postpone any new order or delivery.

Article 7. Duration and termination

The duration of the services is defined in the quotation or the letter of assignment which is valid as a contract. Each of the parties may immediately terminate the contract in the event of cessation of activity by one of the parties, cessation of payment, receivership, judicial liquidation or any other situation producing the same effects after sending a formal notice to the judicial administrator (or liquidator) that has remained unanswered for more than one month, in accordance with the legal provisions in force.

In the event of expiry or termination of the contract :

The service provision contract will automatically cease on the corresponding date,
The Service Provider is released from its obligations relating to the subject matter of this contract on the date of termination or expiry of the contract,
The service provider undertakes to return to the client, at the latest within thirty (30) working days following the termination or expiry of the contract, all documents or information provided by the client.

In the event of termination of the agreement by the client, the sums corresponding to the services performed up to the effective date of termination and not yet paid will be due by the client.

For all recruitment services, the termination of the service at the client’s initiative will result in an invoice of 90% of the amount of the balance of the service committed and validated by letter of assignment.

Article 8. Force majeure

No party may be considered to be in default in the performance of its obligations and see its liability engaged if this obligation is affected, temporarily or permanently, by an event or a cause of force majeure. In this respect, force majeure is understood to mean any external, unforeseeable and irresistible event within the meaning of Article 1148 of the French Civil Code, which is beyond its control and which is beyond its control, such as, in particular, and by way of indication and without limitation: natural disasters, government restrictions, social unrest and riots, wars, malicious acts, disasters on the service provider’s premises, interruptions of EDF service for more than two (2) days, failure of computer equipment, long term absence (accident or illness).

Within a maximum of five (5) working days of the occurrence of such an event, the party failing to comply due to force majeure undertakes to notify the other party by registered letter with acknowledgement of receipt and to provide proof thereof. The defaulting party will make every effort to eliminate the causes of the delay and will resume the performance of its obligations as soon as the case invoked has disappeared. However, if the cause of force majeure continues beyond a period of fifteen (15) working days from the date of receipt of the notification of the case of force majeure, each party shall have the right to terminate the agreement, without awarding damages. The said termination shall take effect on the date of receipt by the other party of the termination letter sent by registered mail with acknowledgement of receipt. In the event that the agreement is terminated by the client due to force majeure, the client must pay the provider all amounts due up to the date of termination.

Article 9. Obligations and confidentiality

The service provider undertakes to:

Respect the strictest confidentiality concerning the information provided by the client, and designated as such,
Not to divulge any information on the services provided for its clients,
Returning any document provided by the client at the end of the mission,
Sign a confidentiality agreement if the client so wishes.

The clauses of the contract signed between the parties are deemed confidential, and as such may not be communicated to unauthorised third parties.

The client undertakes to:

Respect the dates and times of the appointments set for the smooth running of the subscribed system: any action not honoured but not cancelled within forty-eight (48) hours prior to the date of its completion remains due to the service provider. The subsequent performance of this action will result in additional payment.
Every effort will be made to reschedule the shares cancelled with the forty-eight (48) hour notice period mentioned above, within a period of time that is consistent with the smooth running of the scheme.
To pay for any services due upon receipt of the invoice

Article 10. Responsibilities

Considering the nature of the services provided, the provider’s obligation is an obligation of means. The service provider undertakes to perform the services in accordance with the rules of art and in the best possible manner, under the terms and conditions of the agreement, and in compliance with the applicable legal and regulatory provisions.

The client undertakes to make available to the service provider within the agreed deadlines, all the information and documents essential for the proper performance of the service and for a proper understanding of the problems raised.

The service provider may not be held liable for:

An error caused by a lack of information or erroneous information provided by the client,
A delay caused by the customer that would make it impossible to meet the agreed or legally prescribed deadlines.

The service provider’s liability, if proven, will be limited to half of the total sum excluding taxes actually paid by the client for the service provided by the service provider on the date of the complaint by registered letter with acknowledgement of receipt.

Each of the parties shall be liable to the other for any failure to meet the obligations incumbent upon it.

Article 11. Disputes

These GCS and the letter of engagement (Contract) signed between the parties are governed by French law. In the absence of an amicable resolution, any persistent dispute between the parties concerning the execution or interpretation of the GCS and the contract will be subject to the jurisdiction of the courts chosen by the consultant FB SOLUTIONS.

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