Introduction
These General Terms and Conditions of Sale (GTCS) govern the contractual relationship between J&E Optimal Solutions (hereinafter referred to as “the Company”) and its customers (hereinafter referred to as “the Customer”) within the framework of consulting services aimed at optimizing operational performance, managing strategic projects, and analyzing and implementing solutions tailored to the specific needs of each Customer.
All orders imply the Customer’s unreserved acceptance of these General Terms and Conditions, which prevail over any other document issued by the Customer, unless expressly accepted in writing by the Company.
Definitions
GSC: General Terms and Conditions of Sale. These General Terms and Conditions constitute the basic contractual document for contracts between J&E Optimal Solutions and its Customers. They apply to all Offers and to all orders placed.
Customer: Any entity or individual contracting with the Company.
Order: Document validated by the Customer and formalized by a signed quotation or any other written contractual means demonstrating acceptance of the Offer issued by J&E Optimal Solutions.
Contract : The set of contractual documents signed between the Customer and J&E Optimal Solutions, including the present GCS and the J&E Optimal Solutions Offer.
J&E Optimal Solutions: The company providing consulting services.
Deliverables: Documents, reports or other productions delivered as part of the services.
Offer: Proposal for services drawn up by J&E Optimal Solutions describing precisely the services, conditions and applicable rates. In the event of revisions, only the latest version signed by the Parties shall be deemed valid.
Parties : The Customer and J&E Optimal Solutions.
Services : All services ordered by the Customer.
ARTICLE 1: Scope of application
These General Terms and Conditions apply to all services offered by the Company. J&E Optimal Solutions offers consulting services focused on optimizing operational performance, managing strategic projects, and analyzing and implementing solutions tailored to the specific needs of each Customer. These services include, but are not limited to, analysis of financial and operational documents, strategic advice, training, business development and networking.
Any contradictory document issued by the Customer, in particular the general terms and conditions of purchase or any other equivalent document, is excluded and is not applicable, unless accepted in writing and in advance by the Company. Any contradictory document not expressly accepted by the Company will be considered null and void.
ARTICLE 2: Contractual documents
In the event of contradiction between documents, the order of precedence is as follows:
- J&E OPTIMAL SOLUTIONS Offers
- Ordering
- The Contract issued by J&E OPTIMAL SOLUTIONS
- These General Terms and Conditions
- The invoice J&E OPTIMAL SOLUTIONS
- All applicable French laws and regulations
J&E OPTIMAL SOLUTIONS may, if necessary, add any other document to the contractual documents mentioned above, subject to the express acceptance of the Parties.
Any signature of general and/or special contractual conditions by J&E OPTIMAL SOLUTIONS merely confirms receipt of these documents and not acceptance of their terms and conditions. The terms of any document issued by the Customer contradicting or seeking to modify the provisions of the Contract shall be without effect. All modifications to the contractual documents must be approved in writing by both Parties in order to be enforceable. All these documents form an integral part of the parties’ contractual relationship. They are deemed to be in the Customer’s possession. If they are not, the Customer must request them from J&E OPTIMAL SOLUTIONS. The Customer may not, under any circumstances, rely on a lack of information when such information could have been obtained at the Customer’s request when the Contract was signed.
ARTICLE 3: Formation of the contract
The contract is formed upon receipt by the Company of the Customer’s written validation of the Offer issued or of any other proposal. Any modification or cancellation of an Order is subject to prior written agreement.
The Customer has a period of five (5) calendar days from the formation of the contract to cancel the Order free of charge. After this period, any cancellation of an Order will result in the invoicing of a flat-rate penalty of three thousand euros (€3,000) corresponding to the costs incurred by the Company, including the time devoted to issuing the Offer, targeting needs, and the other steps required to prepare the Services. This penalty is intended to compensate for the efforts made by the Company prior to the execution of the Order.
Any additional service not included in the initial quotation will be the subject of an additional quotation. This supplementary estimate will specify the technical and financial terms of the additional services requested by the Customer. These additional services will only be carried out after express written approval by the Customer, evidenced by signature of the additional estimate. Without this validation, the Company will not be obliged to provide these services.
ARTICLE 4 : Conditions of performance
4.1 Obligation of means
The Company undertakes to mobilize all human, material and technical resources necessary to provide services in accordance with good practice and professional standards. However, the Company is only bound by an obligation of means and not of result. The success of recommendations or deliverables also depends on their implementation by the Customer.
4.2. Deadlines
The completion deadlines mentioned in the quotation are given as an indication and may be revised in the event of unforeseen events or delays attributable to the Customer. The Company undertakes to inform the Customer of any change in lead times.
4.3. Customer cooperation
The Customer undertakes to cooperate actively and in good faith with the Company for the proper performance of the services. This includes the timely transmission of all elements, documents and information required for the performance of the services. Any delay or failure on the part of the Customer may result in a change to the deadlines and/or costs, without any liability on the part of the Company.
4.4. Reporting and follow-up:
The Company will provide regular reports or set up weekly or monthly meetings with the Customer if the latter agrees, as defined in the quotation or contract, in order to keep the Customer informed of the progress of the services.
ARTICLE 5: Terms of sale
5.1. Prices
Prices are given in euros, exclusive of tax. Applicable VAT will be added in accordance with current regulations.
5.2. Payments
Payments must be made within thirty (30) days of the invoice date by bank transfer. Invoices are issued monthly, no later than the 28th of the current month. In the event of late payment, penalties calculated on the basis of three (3) times the legal interest rate will be payable ipso jure, without the need for a reminder. Failure to pay an invoice by the due date may result in suspension of services in progress.
5.3. Invoice dispute
In the event that part of an invoice is disputed by the Customer, such dispute may not defer payment of the undisputed part or other invoices. Any invoice dispute must be substantiated in writing and specify the invoice items concerned.
In the event of improper and/or unjustified disputes, J&E OPTIMAL SOLUTIONS reserves the right to apply penalties for late payment from the initial due date of the invoice in question.
The Customer may not subordinate the payment of J&E OPTIMAL SOLUTIONS invoices to the payment of its own invoices or to the receipt of payments for its own Services. The maximum period for disputing an invoice is seven (7) calendar days from the date of issue. After this period,
5.4. Additional costs
Expenses incurred for specific needs (e.g. travel, accommodation, or special supplies) will be invoiced in addition, in accordance with the conditions defined in the Offer and/or Contract after prior written acceptance by the Customer.
ARTICLE 6 : Customer obligations
6.1. Compliance with payment deadlines
The Customer undertakes to comply strictly with the payment deadlines specified on invoices or in contractual documents. Any delay may give rise to interest on arrears or suspension of services in progress, as referred to in article 11.3 hereof.
6.2. Transmission of information
The Customer undertakes to provide the Company, in good time, with all the information, documents and resources required to perform the services. This information must be complete, accurate and reliable.
6.3. Responsibility for implementation
The customer remains fully responsible for implementing the recommendations provided by the Company.
ARTICLE 7: Intellectual property
Deliverables, documents, analyses, files and, in general, all documents supplied as part of the services remain the exclusive property of the Company until full payment of the corresponding invoices. The customer has a limited right to use the deliverables, exclusively for the purposes defined in the contract. Any unauthorized reproduction, modification or distribution of the deliverables is prohibited.
ARTICLE 8: Non-exclusivity
The parties acknowledge that this contract is not exclusive. As an independent company providing consulting and support services, J&E OPTIMAL SOLUTIONS operates in several sectors and works for different customers. This diversity of collaboration is essential to guarantee the economic equilibrium of its activities and prevent any situation of economic dependence on its Customers. Thus, J&E OPTIMAL SOLUTIONS is free to provide similar or identical services to several companies, provided that it strictly respects confidentiality commitments and avoids any conflict of interest that could harm the legitimate interests of its Customers. This freedom of activity in no way affects the quality, deadlines or diligence of the services provided for each Customer, and cannot be considered a breach of contract.
ARTICLE 9: Limitation of liability
The services provided by J&E Optimal Solutions are exclusively for consulting purposes. The Company undertakes to provide analyses, recommendations and deliverables based on information provided by the Customer and its own expertise, but does not intervene in
decisions or the final implementation of actions. The Customer remains the sole master of his decisions and their implementation. Consequently, J&E Optimal Solutions cannot be held responsible for the consequences of decisions taken, not taken, or deferred by the Customer on the basis of advice or recommendations delivered. The Company excludes any guarantee of results and assumes no liability for direct, indirect or incidental damages, including but not limited to loss of revenue, data or reputation, resulting from the use of deliverables or decisions made by the Customer.
ARTICLE 10 : Confidentiality
The term “confidential information” means any non-public information, whether written, verbal, visual, electronic or transmitted by any other means, which must be treated as confidential. This includes, but is not limited to, information relating to orders, products,
finances, research, development, internal organization, programs, equipment or any other aspect of the Parties’ business. Accordingly, the Parties undertake not to disclose confidential information to third parties, except to a restricted group of professionals with a legitimate need to access it for the purposes of the Services.
The Parties undertake to take all reasonable precautions to preserve confidentiality, with a level of vigilance at least equal to that applied to its own sensitive information. The Parties also undertake to inform the other Party immediately in the event of unauthorized disclosure, and to cooperate in the recovery of confidential information in order to prevent its unauthorized use. This obligation of confidentiality shall continue for the duration of the Contract and the Order in force between the Parties, and for a period of one (1) year from the expiry of the Order. The Parties acknowledge that the unauthorized disclosure or use of confidential information could cause prejudice to them. Accordingly, the Parties reserve the right to seek financial or other appropriate relief from a court of competent jurisdiction, in addition to any other rights they may have under the Agreement.
ARTICLE 11 : Cancellation
11.1. Termination of the Service Contract
Contracts are concluded for the duration stipulated in their specific provisions.
Contracts with commitment: At the end of the initial period stipulated in the Contract, it will be automatically renewed for successive periods of one (1) year, unless the Customer gives notice of termination in accordance with the provisions below.
For a contract with commitment, if the Customer wishes to terminate the Contract at the end of the initial period or one of the renewal periods, it must notify J&E OPTIMAL SOLUTIONS of its decision in writing, at least two (2) months before the Contract expiry date. In the absence of such notification within the specified period, the Contract will be tacitly renewed for a further period of one (1) year.
Non-binding contracts: These contracts terminate automatically on the expiry date indicated in the Contract, without tacit renewal.
11.2. Early termination at the Customer’s initiative
- In the event of early termination by the Customer before the Contract expires :
- The Customer must pay for all services rendered up to the effective date of termination.
- The Customer must notify J&E OPTIMAL SOLUTIONS in writing, giving one (1) month’s notice.
- For a contract with commitment : The Customer will be required to pay an early termination penalty equivalent to two (2) months’ services.
- For a non-binding contract : The Customer will be required to pay a termination penalty equivalent to 5% of the total Contract amount.
- The Customer must pay for all services rendered up to the effective date of termination.
11.3 Termination at the initiative of J&E OPTIMAL SOLUTIONS
J&E OPTIMAL SOLUTIONS undertakes to complete the services in progress during the notice period.
Termination must be notified to the Customer in writing, with two (2) months’ notice.
If applicable, J&E OPTIMAL SOLUTIONS will refund any advances paid for services not performed.
a. In the event of non-payment by the Customer :
J&E OPTIMAL SOLUTIONS reserves the right to suspend the performance of the services provided by
the Contract until receipt of payment of overdue invoices. This suspension in no way releases
the Customer from its payment obligation.
If payment is not made within seven (7) days of written notification, J&E
OPTIMAL SOLUTIONS may terminate the current Contract without notice.
b. In the event of suspension or termination for non-payment, J&E OPTIMAL SOLUTIONS may exercise any legal or extrajudicial remedies necessary to protect its interests, in particular:
Implement precautionary measures.
Apply the late payment penalties stipulated in the Contract.
Take legal action to obtain payment of the amounts due, plus
collection costs and applicable interest.
11.4. Consequences of termination
At the end of the Contract, for whatever reason, the Parties undertake to :
- Immediately cease all use of the rights, elements or information provided within the framework
- of the Contract.
- Return all documents and confidential information exchanged during the performance of the
- performance of the Contract.
- Finalize any outstanding payments for services in progress and already completed, prorated to the number of days in the month commenced, within thirty (30) days of the effective date of termination. Partially completed deliverables will remain the property of J&E OPTIMAL SOLUTIONS until full payment has been received.
ARTICLE 12 : Force majeure
The Parties shall not be held liable for any breach of their respective obligations, if such breach results from an event of force majeure as defined by article 1218 of the French Civil Code.
The Party affected by an event of force majeure must notify the other Party, in writing and as soon as possible, of the occurrence of this event and its effects on the performance of the contract. This notification must be accompanied by all appropriate supporting documentation.
For the duration of the force majeure event :
- The obligations of the prevented Party will be suspended, without penalty or liability to the other Party.
- The unaffected Party may, if it deems it necessary, propose alternative measures to continue performance of the contract.
If the force majeure event continues for more than sixty (60) consecutive days, either Party shall be entitled to terminate the contract by written notice, without any compensation being due. Termination will take immediate effect, in accordance with article 11.4 of this Contract, upon receipt of the notification by the other Party. Events resulting from the negligence or wilful misconduct of
one of the Parties, or from a lack of means on the part of the latter, shall not be considered as force majeure.
ARTICLE 13: Protection of Personal Data
The Company undertakes to comply with the regulations in force concerning the protection of personal data, in particular the General Data Protection Regulation (RGPD). Personal data collected from the Customer is used exclusively for the administrative, commercial and technical management of services. In accordance with the law, the Customer has the right to access, rectify, oppose and delete data concerning him or her. These rights may be exercised by contacting the Company in writing.
ARTICLE 14: Jurisdiction
Any dispute relating to the interpretation or execution of these GCS shall be governed by French law.
The Parties shall endeavor to settle any disputes that may arise between them amicably. If the dispute is not resolved amicably within thirty (30) working days of the first written notification, the dispute will be referred to the competent jurisdiction, i.e. the Tribunal de Commerce d’Aix en Provence.
ARTICLE 15: Miscellaneous clauses
15.1. Advertising and references
Unless expressly opposed by the Customer, the Company reserves the right to mention the Customer’s name and the nature of the services provided as a commercial reference, in particular on its communication media.
15.2. Partial nullity
The fact that the Company does not avail itself at a given time of any of the clauses of these GCS shall not constitute a waiver of its right to avail itself of the same clauses at a later date.
15.3. Non-waiver
The fact that the Company does not avail itself at a given time of any of the clauses of these GCS shall not constitute a waiver of the right to avail itself of the same clauses at a later date.
15.4. Insurance
The Company declares that it is insured under its professional civil liability for any damage that may occur in the performance of its services.
15.5. Ethics and professional conduct
The Company undertakes to respect the ethical and deontological principles specific to its activity, in particular with regard to confidentiality, compliance with the laws and regulations in force, and integrity in its relations with the Customer.
15.6. Contract language
The governing language of the Contracts is French. In the event of translation into another language, the French version shall prevail. Any commercial exchange (documents, meetings) may be conducted in another language, but a French version will always be drawn up and will constitute the authoritative version.
ARTICLE 16: Acceptance of the General Terms and Conditions
The Customer acknowledges that he/she has read and unreservedly accepts these General Terms and Conditions of Sale prior to placing the order. Any Order implies acceptance of the J&E OPTIMAL SOLUTIONS Offer and of the present General Terms and Conditions, which have been made available to the Customer prior to the Sale.
The present General Terms and Conditions are deemed to have been accepted as soon as they have been brought to the Customer’s attention before the Order is placed.
Any order implies unreserved acceptance of these G.S.C., which prevail over any other conditions.
Accordingly, any deviation from these GCS shall require the prior written consent of J&E OPTIMAL SOLUTIONS. Modifications and derogations to these GCS apply only to the Order in question, and the Customer may not invoke them for other orders.
MARS 2025 Edition