For the purposes of the Contract, the terms and expressions below have the following meanings:
The purpose of the Contract is to detail the conditions under which TURNINGPOINT will perform its Services and the payment conditions, in accordance with the provisions in the Terms and Conditions and the Proposal.
After exchanging with the Client, TURNINGPOINT formulates a Proposal that takes into account the Client’s requests, noting that TURNINGPOINT provides the Client with all the information and advice to ensure a perfect fit between the proposed Services and their needs. The validity of the Proposal is 1 month from the date it is sent to the Client by TURNINGPOINT. If the Client wishes to contract TURNINGPOINT’s Services under the conditions described in the Proposal, said Proposal must be signed by hand or electronically, in accordance with TURNINGPOINT’s instructions in this respect, by a duly authorized Client representative for the purpose of concluding the Contract, and this before the Proposal expires. Signature of the Proposal automatically implies full and unreserved acceptance of the Terms and Conditions by the Client and renders inapplicable, without exception, any exemptions from the Terms and Conditions including any general or specific purchase conditions, written or oral, unless they have been previously and expressly accepted in writing by TURNINGPOINT.
The Contract has a fixed term: it will come into force on the date of signature of the Proposal by the Client and end after the performance of the Services.
The total fee owed by the Client to TURNINGPOINT in return for performing its Services will be paid by the Client in accordance with the payment schedule provided in the Proposal, under the following conditions:
6.1 The dates, times and locations of the Services agreed upon by the Parties are detailed in the Proposal.
6.2 Any cancellation of Services/seminars by the Client shall be handled as follows:
6.2.1 For seminars:
6.2.2 For individual coachings:
The Client/Participant may cancel and reschedule the date of each session no more than one time at no cost or penalty if the request is made by email at least 48 hours before the scheduled start time of the session (e.g., if a session is scheduled on a Thursday at 4 p.m., the Client/Participant may cancel and reschedule it until that Tuesday at 4 p.m.). As a result of the above (i) any session canceled less than 48 hours before the start time of the session must be paid in full by the Client and (ii) any session that was previously cancelled and rescheduled and is the object of a new cancellation request, at any time whatsoever, must be paid in full by the Client.
6.3 TURNINGPOINT agrees to performing its Services in compliance with the provisions in the Contract, the legal and regulatory framework, and the relevant sector’s professional standards and practices.
In the context of the Contract, the terms “Confidential Information” cover:
Each Party agrees to respect strict confidentiality in regards to the Confidential Information of the other Party, which specifically implies that the Confidential Information:
The obligations of the Parties provided for above will remain in force for the duration of the Contract, as well as for a period of five (5) years from the end of the Contract, for any reason whatsoever.
In the event of total or partial failure to pay an invoice upon its due date, TURNINGPOINT reserves the right, without notice, formality, or Client compensation (i) to suspend the performance of its Services/Contract (ii) to apply late payment penalties of an amount equal to the current ECB key interest rate increased by 10 points and (iii) to request immediate payment of all amounts due by the Client to TURNINGPOINT. In any event, if, within seven (7) days of sending a formal notice by registered letter with acknowledgement of receipt, the fees due to TURNINGPOINT remain unpaid in full or in part, TURNINGPOINT reserves the right to terminate the Contract without formality, notice or Client compensation. It is understood that the Client is responsible for all collection costs incurred by TURNINGPOINT. Without prejudice to the above provisions regarding late interest penalties and in compliance with applicable regulations, the Client will owe TURNINGPOINT a flat recovery fee of 40 euros per unpaid invoice (IFFR) in the event of a late payment.
In terms of providing Services and executing the Contract, TURNINGPOINT is subject to an obligation of means and not an obligation of results.
TURNINGPOINT shall not be held liable for any intangible and/or indirect damage (including but not limited to any loss of profits, customers or data, any financial or commercial damage, any non-material damage, etc.) under the Contract.
In any event, TURNINGPOINT shall in no case be held liable for damage of any type whatsoever caused, directly or indirectly (i) by any breach of legal and regulatory provisions by the Client or (ii) non-compliance with the Contract provisions by the Client.
Without prejudice to the above stipulations, if TURNINGPOINT’s liability should be engaged under the Contract, for any reason whatsoever and on any basis whatsoever, the damages for which TURNINGPOINT would be liable, all damages combined for the entire duration of the Contract, will be limited to the sums paid by the Client to TURNINGPOINT under the Contract.
Without prejudice to the above stipulations, the Client may hold TURNINGPOINT liable for damage of any type whatsoever, including any direct or indirect damage, under the Contract, only within a period of one (1) year from the occurrence of said damage.
10.1 In order for TURNINGPOINT to organize and perform its Services, the Client is required to send TURNINGPOINT the following personal data of Participants: email address, first and last name, phone number, personality test results and 360-degree evaluation (hereinafter “Personal Data”). TURNINGPOINT will restrict Personal Data usage to storage for the sole purpose of organizing and performing TURNINGPOINT’s Services for the benefit of the Client/Participants in accordance with the Contract.
10.2 In accordance with law n° 78-17 of January 6, 1978, as well as (EU) regulation 2016/679 of April 27, 2016 (herein the “GDPR”), the Participants/data subjects have the right to access, rectify and delete their Personal Data as well as the right to define directives for the use of said data after their death. They may also oppose, for legitimate reasons, the use of their Personal Data, request a limitation of use and request to exercise their right to the portability of their data. Data subjects can exercise all or part of their rights by sending an email on this subject to the following address: email@example.com. TURNINGPOINT shall make the changes or delete the information in question within a maximum period of one month from receipt of the request.
10.3 In any event, it is understood that:
10.4 TURNINGPOINT commits to:
10.5 TURNINGPOINT may call on subcontractors (trainers, coaches, software platforms for psychometric tools, IT service providers, etc.) for the performance of Services. TURNINGPOINT commits to requiring guarantees identical to those taken by TURNINGPOINT under this article from said subcontractors.
TURNINGPOINT commits to welcome any person with disabilities without discrimination and to guaranteeing equal access to its services:
provided that the Client informs it in advance of any situation requiring a specific adaptation.
To do so, the Client shall inform the designated Disability Advisor: Jean-Baptiste Dehelly – firstname.lastname@example.org.
In the event of TURNINGPOINT being unable to make this adaptation, the Disability Advisor commits to redirecting the participant to the competent authorities.
12.1 It is understood that all the intellectual property rights relating to TURNINGPOINT’s know-how (teaching devices, exercises, practical cases, techniques and methodology for performing the Services, etc.) and the materials used to deliver Services/training (hereinafter the “Materials”), given to the Client/Participants where applicable, remain the full and exclusive property of TURNINGPOINT.
12.2 Nonetheless, and to the extent that the Client has paid TURNINGPOINT in full, TURNINGPOINT grants the Client/Participants a non-giftable and non-transferable license to use the Materials, understanding, among other things, that the Client agrees to never reproduce and/or distribute the Material to third parties for free or against compensation.
The Client guarantees that they hold an insurance contract allowing Participants to attend Individual Coaching Services and Team Seminars and that covers all the risks inherent to these types of Services, namely in the event of damage of any type caused to the Participants and/or to the persons performing the Services.
TURNINGPOINT will hold the right (i) to mention the Client (using their name and/or their brand/logo) (ii) to mention the business relationship between TURNINGPOINT and the Client and (iii) to describe in general terms the services carried out on behalf of the Client in its promotional/marketing materials intended for clients and/or prospective clients, on its website and social media, as well as during public engagements/presentations.
16.1 The Contract is governed by French law, to the exclusion of any other law notwithstanding any conflict of law regulation that may be applicable.
16.2 ALL DISPUTES THAT MAY ARISE BETWEEN THE PARTIES REGARDING THE CONTRACT FORMULATION, EXECUTION, INTERPRETATION, TERMINATION OR FOLLOW-UP MUST BE BROUGHT BEFORE THE COMPETENT COURTS OF PARIS, NOTWITHSTANDING A PLURALITY OF DEFENDANTS, WARRANTY APPEALS OR REFERRED PROCEEDINGS.