General terms and
conditions of sale

General services and training - OPEN MIND INNOVATION
Last updated version: 20/12/2023.

By accessing or using the services of Open Mind Innovation, the Client agrees to be bound by these General Terms and Conditions of Sale (hereinafter referred to as the “GTC”). The provisions detailed in these GTC may be modified by specific terms stated in the contract binding the Client and Open Mind Innovation (“the Provider”).

  • Open Mind Innovation
  • Registered office: 7 Place du 11 Novembre 1918 – 93000 Bobigny
  • Phone: +33 1 88 32 01 23
  • Publishing Director: Guillaume THOMAS
  • Share capital: €61,946
  • RCS Number: 818 971 111 (RCS Bobigny)

These General Terms and Conditions of Sale are intended to define the terms and conditions for the performance of the Provider’s services for the benefit of the Client and Users, within the framework of a quotation, order, or invoice.

For services related to training, a training agreement and its possible amendments supplement the quotation and/or the invoice, and represent the entirety of the obligations of the parties in addition to these GTC. These General Terms and Conditions of Sale cancel and replace any previous agreement, correspondence, or writing.

1 - Definitions

“Virtual Reality Assessment”: an immersive experience using a virtual reality headset with behavioral and physiological measurements, aimed at evaluating human skills and psychological well-being.

“Client”: refers to any person purchasing the Services for the benefit of the Users.

“General Terms of Use” of the Platform: refers to the terms that define the conditions of use of the Platform. They also establish the relationship between the user and Open Mind Innovation.

“Contract”: refers to the documents governing the Services subscribed to by the Client with Open Mind Innovation and the sale of Products, namely purchase orders, quotations, invoices, and these GTC.

“GTC”: refers to these General Terms and Conditions of Sale and their annex(es).

“Platform”: refers to the entire information system developed by Open Mind Innovation accessible in SaaS mode, aimed at evaluating stress management and decision-making through questionnaires and online games. It includes, in particular, the back office and the Users’ database.

“Platform”: refers to the set of online questionnaires and games used for Mapping and Virtual Reality Assessments.

“Mapping”: refers to the set of online questionnaires and games developed by Open Mind Innovation accessible in SaaS mode, aimed at evaluating human skills and psychological well-being.

“Service”: service offered by Open Mind Innovation aimed at evaluating human skills and psychological well-being and providing support for their improvement through the use of the Platform, Mapping, Virtual Reality Assessments, and associated Feedback.

“Feedback”: refers to the meeting between the User and the coach or psychologist who follows them, to present the results and assessment and establish a possible action plan.

“Users”: refers to the individuals benefiting from the Services.

2 - Quotation, Order, and Acceptance

Any order for customized programs, provision of software and technological solutions, and intra-company or inter-company training is executed by accepting the quotation, which details the proposed services and their prices.

Placing an order implies that the Client has validated the needs and any potential entry prerequisites for the training activities.

3 - Conformity

For orders of services performed at the Client’s premises, the Client commits to ensuring that the premises designated for the ordered services and conducted within their own facilities comply with ERP standards and regulations and adhere to training regulations.

4 - Description of Services

  • Individual Testing and Custom Support: Conducting tests and providing tailored individual support to Users via the Platform (Online Mapping) or via the Platform and Virtual Reality Assessment.
  • Group or Team Testing and Custom Support: Conducting tests and providing tailored group or team support to Users via the Platform (Online Mapping) or via the Platform and Virtual Reality Assessment.
  • Right of Access and Use of the Platform: Including the initial configuration of the Platform and hosting the Client’s data generated through the use of the Services.
  • Platform Maintenance and Support: Ongoing maintenance and support services associated with the Platform.
  • Training Programs and Activities: Providing training programs and activities either in person or remotely.

Depending on the circumstances, training services can be delivered individually or in groups, either within a single company (intra-company) or across multiple companies (inter-company).

5 - Performance of Services

The Provider commits to carrying out the services specified in the quotation with due diligence and in accordance with professional standards. This obligation is one of means, not results.

The Client will provide the Provider with all information, material resources, and technical support that may contribute to the successful performance of the services. The Client is solely responsible for the proper functioning of their information system and internet connection, which enable access to the Platform.

For services performed at the Client’s premises, the Provider agrees to comply with the Internal Regulations and current hygiene and safety instructions.

Access to the Platform for psychologists, professional coaches, and trainers who support the Users is secured with a personal and confidential identifier and a robust password.

The Provider reserves the right to suspend or restrict access rights and the validity of identifiers if informed of or suspects a violation of the obligations set forth herein, the general terms of use of the Platform, or any other security obligation by the Client or a psychologist.

6 - Price, Invoicing, and Payment Terms

The price for the service is specified in the quotation or training agreement. Generally, the payment term is 30 days upon receipt of the invoice. Any other payment terms desired according to the Client’s policies must be specified in the signed quotation.

For Training Services:
An invoice for the entire training will be issued at the start of the training. The only exception is for coaches, psychologists, and other human development professionals participating in training programs designed for them, where the certification stage is subject to an additional invoice following the initial tool familiarization stage.

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

For Custom Support Services and Technological Solutions:
An invoice is issued to the Client upon engagement through a signed quotation for 50% of the service amount, with the remaining 50% invoiced upon full completion of the service. Any other billing arrangements desired according to the Client’s policies must be specified in the signed quotation. Any price modification can only result from an amendment to the quotation. All prices are stated excluding VAT.

Expenses:
Expenses incurred by the Provider, such as travel, accommodation, meals, and ancillary costs necessary for performing the service, will be mentioned in the quotation as an estimated expense package or actual costs. Generally, travel and accommodation expenses outside the Ile-de-France region are not included in Omind Neurotechnologies’ rates and will be billed on the first invoice issued. If the Client accepts the expense package specified in the quotation, they cannot later revise this amount or request justifications or actual payment. If the Client does not agree to the expense package before signing the quotation, they may request an itemized account of actual expenses. In this case, unless otherwise specified, invoices must be paid upon receipt without discount.

Late Payment:
In the event of late payment, the following will be immediately applicable and payable by right: late payment penalties at the ECB rate plus 10 points, a penalty clause of 20% of the pre-tax sale price, immediate payment of all outstanding invoices, and suspension or cancellation of service performance without the Client being entitled to claim any damages.

7 - Confidentiality

The Provider shall consider as strictly confidential and refrain from disclosing any information, documents, data, or concepts that it may become aware of during the course of this contract. The Provider shall not be held responsible for disclosure if the disclosed elements were in the public domain at the time of disclosure, or if the Provider was aware of them, or obtained them from third parties through legitimate means.

8 - Notices and Certificates for Training Activities

For services related to training, a certificate will be available upon request or on the Provider’s website at the end of the training. The Provider cannot be held responsible for the non-receipt of the notice, regardless of the recipient(s) at the Client’s end, especially in the event of the absence of the trainee(s) from the training. In case of doubt, it is the Client’s responsibility to ensure the registration of their trainees and their attendance at the training.

9 - Cancellation, Absence, and Postponement of Registration at the Client's Initiative

In the event of cancellation, interruption of execution, or absence from a service, for any reason outside the Provider’s control and beyond the cancellation rules provided below, any accepted quotation, training agreement, or invoice remains fully due. The following specific cases apply:

For all services requiring the completion of a Virtual Reality Assessment:

For individual services taking place at the Provider’s offices:

  • Any participant scheduled in the program who does not make an appointment for the individual service will be reminded once by the Provider. Beyond that, the Client is responsible for making further reminders to ensure the program is completed on time.
  • Any cancellation less than 48 business hours before the scheduled appointment will be billed.
  • Any cancellation more than 48 business hours before the scheduled appointment will allow for the scheduling of an alternative service as soon as possible, which will no longer be cancellable regardless of the notice period.

In the case of Virtual Reality Assessments conducted at an external site or provided by the Client, requiring the Provider to travel with equipment, the initially scheduled services with the Client are non-cancellable and fully due.

For training services conducted in intra-company settings:

Any training cancellation must be notified by email, letter, or any other means provided by the Provider to the Client, in which case a written confirmation from the Client is mandatory, and an acknowledgment of receipt will be sent by the Provider as soon as possible. A total or partial cancellation will result in a 30% charge of the signed quotation amount, regardless of the cancellation notice period, corresponding to the pedagogical engineering and implementation costs. Furthermore, if the service dates have been set with the Client (calendar invitation serving as proof), the cancellation will result in a 50% charge of the price proportional to the cancellation volume. Finally, if the cancellation occurs after the training program has been initiated with the participants (supporting invitations and provision of individual access to the platform in the case of individual programs), the cancellation will result in a charge of the total price corresponding to the signed quotation. Note that a postponement occurring less than two weeks before the start of the services will be considered a cancellation.

For training services conducted in inter-company settings:

Any training cancellation must be notified by email, letter, or any other means provided by the Provider to the Client, in which case a written confirmation from the Client is mandatory, and an acknowledgment of receipt will be sent by the Provider as soon as possible. A total or partial cancellation will result in a 30% charge of the signed quotation amount, regardless of the cancellation notice period, corresponding to the pedagogical engineering and implementation costs. A cancellation occurring less than one month before the scheduled training date will result in a 50% charge of the price proportional to the cancellation volume. Finally, if the cancellation occurs less than two weeks before the scheduled session date, the cancellation will result in a charge of the total price corresponding to the signed quotation. Note that a postponement occurring less than two weeks before the start of the services will be considered a cancellation.

For training programs intended for coaches, psychologists, and other human development professionals:

The entire program must be completed within a maximum of 4 months, including certification, from the start date of the course (receipt of the e-learning link). If the program is not completed within the allotted time, the training remains fully due in any case.

For the right of access and use of the Platform and maintenance and support services:

Usage credits created by Open Mind Innovation must be used within 12 months. They cannot be canceled after the withdrawal period provided by the applicable law.

10 - Cancellation of Training Sessions at the Provider's Initiative

For intra-company or inter-company training services, the Provider reserves the right to cancel any service due to a lack of participants, supply issues with training materials, or technical problems, without any compensation. In such cases, participants will be notified as soon as possible before the start date of the services, and their registration will be automatically rescheduled for the next session date.

The Provider reserves the right to charge cancellation fees of up to 100% of the service cost if the Client does not attend the newly scheduled session.

11 - Liability

The Provider declares that it holds a Professional Civil Liability insurance contract. The Provider limits its liability arising from the performance or non-performance of the obligations described in this contract to an amount equal to the annual limit per claim as defined by the insurance policy in effect on the date of the Contract subscription. The Client agrees to waive any claims against the Provider beyond the limit of the amounts paid for the service and commits to ensuring that their insurer waives such claims under the same conditions.

12 - Termination of the Contract

The Contract may be terminated by either party under the following conditions:

  1. By operation of law: In cases of force majeure, disappearance, invalidity, or death.

  2. After formal notice: With one month’s notice in the event of a duly noted failure by either party to fulfill a principal obligation. The non-breaching party must provide a formal notice to the breaching party, giving them one month to remedy the breach. If the breach is not remedied within this period, the contract may be terminated.

  3. Duration of more than three months: When the initial duration of the mission specified in the Contract exceeds three months, or after renewal, termination can occur at the request of either party with a two-month notice period, starting from the first presentation of the registered letter with acknowledgment of receipt.

In all cases, the amounts received and those invoiced by the Provider for the services performed will remain acquired by the Provider, and the payment deadline is brought forward to no later than the effective date of the termination.

By entering into this contract, the Client acknowledges and agrees to these terms and conditions of termination.

13 - Ownership of Deliverables

It is expressly stipulated that each party retains the exclusive ownership of its intellectual property and related assets, including, but not limited to, copyrights, patents, software, designs, and models. The use of documents, software, or materials from the services cannot be carried out without the express written authorization of the Provider.

14 - Personal data and GDPR

The personal data of Users, as natural persons, is processed to enable the performance of the services.

The Provider acts as a data processor and complies with all applicable personal data regulations, including the GDPR. The Client is the data controller.

Terms related to the processing of personal data are detailed in Annex 1 of these terms and conditions.

15 - Reference

The Client authorizes the Provider to mention their name and logo as a reference and to showcase the work accomplished under this contract, particularly through general presentation materials of the Provider’s company and activities (e.g., website, brochures). Any more detailed and specific communication (e.g., webinar, case study) about the services provided will require the Client’s prior approval before any public release.

16 - Concealed Work

In accordance with the law on illegal employment and its implementing decrees, the Provider certifies that in the event they employ one or more employees or engage one or more subcontractors for the execution of this contract, the services specified in the Contract will be performed by employees who are legally employed or by subcontractors operating validly and regularly.

17 - Attribution of Jurisdiction

This contract is governed by French law. The parties agree that in the event of a dispute regarding its interpretation, performance, and/or termination, they will strive to reach an amicable resolution. Failing an amicable agreement, the commercial court of the Provider’s registered office location shall have exclusive jurisdiction.

Provider Information:

OPEN MIND INNOVATION SAS
7 Place du 11 Novembre 1918 – 93000 Bobigny
Phone: +33 (0)1 88 32 01 23
Website: https://www.omind.me
Contact: formation@omind.me
GDPR: dpo@omind.me

By entering into this contract, the Client acknowledges and agrees to these terms and conditions regarding governing law and jurisdiction.

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We combine the knowledge and know-how of psychology, video games and neuroscience to design innovative tools for a more human and more efficient company.