General Terms and Conditions of Sale

General Services & Training – OPEN MIND INNOVATION
Last version updated: 29/03/2022.

The purpose of these General Terms and Conditions of Sale is to set out the terms and conditions for the provision of services by the Service Provider, the “Company” referred to below, for the benefit of the Client and the participants, in connection with a Quotation, an Order or an Invoice. For services related to training, a training agreement and any amendments thereto shall supplement the Quotation and/or the Invoice, and shall express the full obligations of the parties in addition to these terms and conditions. These General Terms and Conditions of Sale supersede any previous agreement, correspondence or written communications.

1 - Definition of services

The Service Provider may perform services relating to the following activities:

  • individual bespoke coaching;
  • bespoke coaching for groups or teams; 
  • publishing technological solutions for third parties: mobile applications, web or virtual reality tools for assessment, training and individual follow-up; 
  • training programmes and activities, both face-to-face and via distance learning.

Depending on the situation, the training services can be provided either individually or for groups of individuals either from the same company (intra-company) or from different companies (inter-company).

Training services can be paid for either directly by the company, via a financial intermediary or personally by the participant. 

2 - Quotation, order and acceptance

All Orders for bespoke programmes, the supply of software and technology solutions, and intra-company or inter-company training are made by accepting the Quotation which details the services offered and their price.

The placing of an Order implies that the needs and any prerequisites for participation in the training activity have been validated by the “Company” or by the “Client” as the case may be.

3 - Compliance

For Orders for services carried out on the Client’s premises, the Client undertakes to ensure that the spaces allocated to the services on its own premises comply with all relevant health and safety standards and regulations for public buildings (ERP in France), along with all relevant training regulations.

4 - Performance of the service

The Service Provider undertakes to deliver the services provided for in the Quotation in accordance with industry standards and best practice. This obligation is based on best endeavours.

The Client shall provide the Service Provider with all information, materials and technical resources that may contribute to the proper provision of the services. 

For services performed on the Client’s premises, the Service Provider undertakes to comply with the provisions of all internal policies and health and safety instructions in force.

5 - Fees, Invoices and payment terms

The price of the service is given in the Quotation or the training agreement. The payment period is generally 30 days from receipt of the Invoice. Any other payment terms required to comply with the Client’s internal policies must be stated in the signed Quotation.

For services related to training, an Invoice for the entire course will be issued at the start of the course. The only exception concerns coaches, psychologists and other personal development professionals who are participating in training courses designed for them, for whom an additional Invoice will be provided at the certification stage once the initial stage of familiarisation with the tools is complete. 

For personalised support services and the publication of technological media: when the signed Quotation is confirmed, an Invoice is issued to the Client for 50% of the price for the service, with the other 50% being invoiced following full performance of the service. Any other billing method required to comply with the Client’s internal policies must be stated in the signed Quotation.

The price may only be changed by means of an amendment to the Quotation. The price is always stated exclusive of VAT. 

Any costs incurred by the Service Provider – such as travel, accommodation, meals and ancillary expenses necessary for the performance of the service – will be mentioned in the Quotation, in the form of a fixed amount of estimated expenses for the service. They will be included on the first Invoice issued.

If the Client accepts the fixed expenses fee set out in the Quotation, he/she may not revisit this amount nor request receipts or proof of actual payment. If the Client does not agree to the payment of a fixed fee before signing the Quotation, the Client may demand an actual account of the expenses. In this case, unless otherwise specified, Invoices must be paid on receipt and without a discount. 

In the event of late payment, the Service Provider will immediately be fully entitled to the following: late payment penalties at the ECB rate plus 10 points, a penalty of 20% of the fee excluding VAT, immediate payability of unpaid Invoices; suspension or cancellation of the performance of services without this resulting in payment of damages to the Client. 

6 - Privacy

The Service Provider shall treat as strictly confidential, and shall not disclose, any information, documents, data or trade secrets of which it may become aware in connection with this agreement. The Service Provider shall not be liable for disclosure if the disclosed material was in the public domain at the time of disclosure, or if the Service Provider had knowledge of it, or obtained it from third parties by legitimate means.

7 - Invitations and certificates for training activities

For services related to training, a certificate will be made available on request or on the Service Provider’s website on completion of the training. The Service Provider cannot be held responsible for non-receipt of the training course invitation, regardless of the Client’s specified recipients, in particular in the event of the absence of the course attendees. In case of doubt, it is the Client’s responsibility to ensure that trainees register for and attend the training.

8 - Cancellation, absence, registration postponement by the Client

In the event of cancellation, curtailment or failure to deliver a service, for any reason whatsoever, for any cause external to the Service Provider, and apart from the cancellation rules set out below, any Quotation, Training Agreement or Invoice accepted remains due in full. 

In the following special cases:

For all services requiring a full or flash version of a virtual-reality cognitive and emotional assessment: For individual services provided on the Service Provider’s premises: 

  • Any participant expected on the programme who does not make an appointment for their individual service will be contacted once by the Service Provider. Thereafter, the Client must send any further reminders to ensure that the programme is completed on time.
  • Any cancellation made less than two working days before the prearranged appointment will be invoiced.
  • Any cancellation made more than two working days before the scheduled appointment date will entitle the Client to an alternative service as soon as possible; this will not be able to be cancelled, regardless of any notice given.

In the case of assessments carried out on an external site or on a site provided by the Client that require the Service Provider and their equipment to travel to that site, the services initially booked by the Client cannot be cancelled and are payable in full.

For intra-company and inter-company training services: Any cancellation of a course must be notified by e-mail or post or by any other means made available by the Service Provider – in which case written confirmation is required from the Client and an acknowledgement of receipt shall be sent by the Service Provider as soon as possible. Full or partial cancellation occurring more than two weeks before the start of the services will not be invoiced; cancellation occurring between one and two weeks before the start of the services will result in 50% of the price being invoiced in proportion to the scope of the cancellation; cancellation occurring less than one week before the start of the services will result in the full price being invoiced; postponement occurring less than two weeks before the start of the services will be considered to be a cancellation. 

For training courses designed for coaches, psychologists and other personal development professionals: the entire course has a maximum duration of 4 months, including certification, from the start date of the course (receipt of the link for the e-learning programme). In the event that the course is not completed within the time limit, the course fee is still due in full.

9 - Training sessions that are cancelled by the Service Provider

For services pertaining to intra-company or inter-company training, the Service Provider reserves the right to cancel any service in the event of a lack of participants, problems with the supply of materials or technical problems, without any compensation being due. In this case, participants will be notified as soon as possible before the start of the session and their registration will automatically be postponed to the next session date. The Service Provider reserves the right to charge a cancellation fee of up to 100% of the services in the event that the Client fails to attend on the rescheduled date.

10 - Liability

The Service Provider declares that it holds a Professional Indemnity Insurance policy (“Responsabilité Civile Professionnelle” in France). The Service Provider limits its liability resulting from the performance or non-performance of the obligations described in this contract to an amount equal to the annual limit per claim defined by the policy in force on the date of the contract. The Client agrees to waive any recourse against the Service Provider beyond the limit of the sums incurred for the service and undertakes to have its insurer waive such recourse under the same conditions.

11 - Termination of the contract

The Contract may be terminated by either party: 1. Automatically in the event of force majeure, disappearance, disability or death; 2. With one month’s formal notice in the event of a duly established default by any of the parties in case of a breach of a principal obligation; 3. Where the assignment covered by the contract is for an initial period of more than three months or after renewal of the contract, termination may take place at the request of either party subject to two months’ notice from the date of initial issue of the letter sent by recorded delivery. In all cases, the sums received and those invoiced by the Service Provider for the services provided shall be retained by the Service Provider and the payment period shall be reduced to the effective date of termination at the latest.

12 - Ownership of the services provided

It is expressly stipulated that each party retains exclusive ownership of its intellectual property and related assets, including copyright, patents, software, designs and models. Documents, software or media provided as part of the services may not be used without the express written permission of the Service Provider.

13 - Personal data and GDPR

The Service Provider complies with all applicable regulations on personal data and with GDPR in particular. The personal data of the participants as natural persons is processed to enable the provision of the services. With the express consent of the participants, personal data that relates to them may be stored and processed in an anonymised form for the purpose of improving the Service Provider’s tools or for research purposes. The data is stored and secured in accordance with legislation and for the legal duration defined by training regulations in force on the day of the Order. In accordance with the legislation on the protection of personal data, and under the conditions defined therein, each participant has the right to access, rectify and delete data, which may be exercised by contacting the Service Provider directly. 

14 - Reference

The Client authorises the Service Provider to mention the Client’s name and logo as a reference and the work carried out under this contract, in particular via its general media for the presentation of its company and business (website, presentation leaflets). Any communication divulging more detail than simply mentioning the Client and the type and aim of the service provided (e.g. webinar, case study) will be subject to prior validation by the Client before any publication in the public domain.

15 - Undeclared work

Pursuant to the law on illegal employment and its implementing decrees, the Service Provider certifies that in the event of its using one or more employees or one or more service providers for the performance of the present contract, the services covered by the contract will be performed by employees who have been duly hired or service providers who work in a legal and compliant way.

16 - Assignment of powers

This contract is governed by French law. The parties agree that in the event of a dispute concerning its interpretation, performance and/or termination, they shall endeavour to reach an amicable settlement. In the absence of an amicable agreement, the commercial court in the location where the Service Provider has its registered office shall have sole jurisdiction.

OPEN MIND INNOVATION – OMIND S.A.S – 7 Place du 11 Novembre 1918 – 93000 Bobigny
Tél. : +33188320123 – www.omind.me – Contact : formation@omind.me – GDPR : dpo@omind.me