Article 1: Purpose
The following contractual principles determine the terms and conditions for the performance of the services (the "Services") described in the Proposal (as this term is defined below) and rendered by Inea Conseil (the "Provider") for the benefit of the client (the "Client"), who accepts them without reservation. These conditions apply to the exclusion of all others. The Client's general terms and conditions, even if they appear on an order form or any other document, of any nature whatsoever, are inapplicable.

Article 2: Proposal
Any assignment entrusted to the Service Provider shall give rise to a written proposal confirming the agreement and specifying the terms and conditions of the intervention and the services delivered to the Customer (the "Proposal").
The Service Provider shall begin to perform the Services in accordance with the provisional schedule set forth in the Proposal subject to the transmission by any means, including electronically, of the Proposal together with these general terms and conditions of service duly dated and signed by the Customer by the Service Provider.
The signature by the Customer of the Proposal together with these general terms and conditions of service initialled by the Customer shall constitute acceptance of the terms and conditions set forth therein.

Article 3: Duration and Place of Performance of the Services
This Agreement is entered into for an indefinite term. The Service Provider shall perform the Services at the place indicated in the Proposal and, failing that, at the Customer's registered office at the Customer's expense.

Article 4: Price and Payment Terms
The performance of the Services is granted and accepted for a global and fixed price determined in the Proposal (the "Price"). In the event of a change in the scope of the Service Provider's work at the Customer's request, the Service Provider shall issue an additional and/or amending Proposal to the Customer and shall indicate the price corresponding to the additional services.
In the absence of an express stipulation to the contrary freely agreed between the Provider and the Customer and expressly indicated in the Proposal, the payment of the price will be made according to the following terms:
- payment of 50% of the Price on the day of the signature of the Proposal or the acceptance of an additional Service; 100% if the amount is less than 4000€ or individual accompaniment.
- Payment of 30% at the end of half of the execution of the Services or end of the month according to the achieved. Payment of the balance, i.e. 20% of the Price, at the latest within 30 days following the date of completion of the Services provided in the Proposal.
In the event of failure to pay within the above terms and conditions, the Customer will be liable to pay a late payment penalty in accordance with the law in force.
In the event of cancellation or postponement of a scheduled training, the Customer undertakes to inform the Provider, by any means, six (6) weeks prior to the beginning of the training. Otherwise, the Customer will pay without delay: 50% of the Price for the repair or the forfeiture of training in case of notification of cancellation or postponement between three (3) and six (6) weeks; 100% of the Price for the repair or the forfeiture of training in case of notification of cancellation or postponement within three (3) weeks or in case of interruption of the training in progress.
Postponement of coaching/debriefing is possible up to 72 hours before the scheduled date. If not, additional invoicing will be made for the time spent as a repair or training cancellation. Individual sessions may be postponed in accordance with the conditions of the article. All sessions scheduled in the program and not carried out will be charged in full as compensation or training cancellation and no postponement will be possible. If the session is filmed and transmitted to the Client, the Provider's agreement is required and the cost of the user's license = the price of the program.
- The Provider agrees to maintain the daily rate of the intervention unchanged, within the strict limit of the monthly indexation of this rate on the evolution of the SYNTEC index, published monthly in Usine Nouvelle. Each invoice will be adjusted according to the last known value of this index.
- In the particular case of invoicing between several establishments for the same intervention, the participation in the administrative expenses is 40€ HT per invoice.
- In case of animation in large group: +10% on the fees if Sup. to 12p, by additional person; capped at +50% if Sup. to 20p. Habilitation trainer. ½ of the time scale billed as fees.
-Presential (training or coaching): Transportation time if more than 1h (outside idf): billed ½ average fee pro rata. Any additional coaching session: 360€/hour. Training/coaching on weekends: cost increased by 50%.
-The management of a late payment file generates a fixed cost borne by the Customer of 250 euros excluding taxes, in addition to the fixed indemnity for collection costs provided for in article D441-5 of the Commercial Code. All collection costs necessary to obtain payment of the full amount due will be borne by the Customer.
-Subrogation of payment is possible if the request to the OPCA is accepted at least three weeks before the program is requested. In this case, the OPCA will be billed directly, and the Customer may be required to complete the payment in the event of partial coverage by the OPCA.
- Use of the application My coach Inea conseil Premium or Enterprise version (per user): cost / month. One year subscription, renewed by tacit annual renewal. Cancellation: 2 months before expiration. Commercial / Management E-learning: cost / user.
- Creation of specific videos/content. Non-exclusive license limited to the duration corresponding to the mission and the identified users. Any additional user will be subject to an additional invoice of the total amount of the Service divided by the number of users initially planned.

Article 5: Costs
The costs, linked to the realization of the Services, are not included in the Price, and are to be paid by the Client, in particular with regard to:
- the travel and catering costs of the personnel made available by the Service Provider for the execution of the Services, calculated from the consultant's office.
- the costs linked to the place of execution of the Services (room rental, photocopying, projection costs, etc.).); For the coachings carried out at Inea conseil, the cost is 15€/h.
-the expenses of expedition of tools necessary to the realization of the services (teaching materials, etc.).
-For lack of express stipulation in the contrary direction freely agreed between the Provider and the Customer and expressly indicated in the Proposal, the payment of the following expenses will intervene according to the following modalities:
-Video camera: 50€ HT per day of use. Video projector: 128€ HT per day. Camera for filmed interviews: 150€ HT per day of use. Sound recording: 130HT per day of use, lighting: 130HT per day of use. Pro editing software (100€ per day of editing). Cardiac coherence system: 50€/D. Telephone recorder: 30€/d. 360 tool: 50€/participant. Analytical 360 tool: 200€/participant.
- Interview recording: Per ½ d filmed interview, 1 person 600€ + 1 day editing. 900 €. Actors / trainers: 1,5k€/day
- Pedagogical expenses (synthesis card, practical case, commitment sheets...): 25€ per participant and per day of training. Minimum 10 participants. Metaplan: 152€.
- Sending of matrices for printing to the client: 150€; Webconference tool 11 € / Participant; Negotiated broadcasting rights (film excerpts, advertisements...): cost + 15 % negotiation fees
-The fees are invoiced at cost price increased by management fees estimated at 15%.
-Technical fees are provisioned on the initial invoice and regularized on the basis of supporting statements.
-Inéa communication kit. Powerpoint / word templates transmitted: Client coloring Educational documents (Summary cards, Work Doc, Powerpoint): 350€/day of animation. Graphic creation: E-mail invitation or confirmation: 0,65k€ each. Monthly Newsletter creation 2k€. Registration management: on estimate. Specific training book: on estimate.
- Cold evaluation (calls to participants, personal commitments, reports): 15€/p. Inéa extranet subscription included the first year then 15€/p/year except continuation of the contract.

Article 6: Rights and Obligations of the Service Provider
The Service Provider undertakes to:
- Carry out the Services in accordance with the terms and conditions indicated in the Proposal and to accomplish the necessary diligences in accordance with the rules of the art;
- Respect the deadlines fixed in the Proposal;
- Respond to the Customer's request by elaborating programs in accordance with the reasonable objectives defined beforehand with the Customer;
- Carry out the Services by soliciting the intervention of the participants and thus optimizing the benefit of the delivered training;
- Delivering a quality service by ensuring that the speakers are professional consultants who have been accredited by Inéa Conseil to the teaching methods and have a thorough understanding of the subject matter;
- Ensuring, if necessary, the replacement of a consultant whose identity would have been communicated in the Proposal unavailable for personal reasons;
- Drawing, if necessary, the attention of the Client to the data that could compromise the goal pursued by the training;
- Maintaining the discretion necessary to the circumstances.
The Customer expressly acknowledges that the Service Provider is only bound by an obligation of means in the performance of the Services. The results and objectives of the training delivered are not guaranteed by the Provider.
The Provider shall be free to subcontract all or part of the Services to companies of its group or to third parties presenting sufficient guarantees without requiring the prior agreement of the Customer. In the event that the Services are performed by a subcontractor or a third party, the Service Provider shall remain liable to the Customer for the proper performance of the Services.
As part of the Services, the Service Provider may film and more generally record on any media the various participants (the "Recordings"). The Service Provider shall retain all rights to the Recordings, including image rights and the rights of representation, adaptation, use, reproduction and communication related thereto, which the Customer and the various participants acknowledge, and for which the Customer shall be responsible.

Article 7: Customer's rights and obligations
The Customer agrees to:
- Allow the realization of the Services according to the terms and conditions indicated in the Proposal by providing the Provider with the information and elements necessary to the accomplishment of its mission as well as access to the Customer's premises and a room sized for the Services rendered;
- Notify the Provider, by any means, in case of postponement or cancellation of a training session within a minimum of six (6) weeks prior to the date of commencement of the Services.
Otherwise, the Customer will be required to pay the Price under the terms and conditions described in Article 4; any postponement of a Service (Video creation, e-learning, application, educational design ...) more than 3 months at the request of the Customer will result in the payment of the Price under the terms and conditions described in Article 4.
- Comply with the rules applicable to intellectual property rights. In this respect, the Customer is expressly reminded that the documents and materials communicated by the Provider in the context of the realization of the Services are and remain the exclusive property of the Provider. The Customer expressly agrees not to make any commercial use of the materials or to reproduce them without the written consent of the Provider;
- Validate the materials transmitted within 5 (five) working days upon receipt of the said materials to be validated, especially in the case of the creation of written or multi-media materials on behalf of the Customer (Creation of training, videos, qcms, translation, book ...). At the end of the 5 working days period, the document/support will be considered validated and a request for modification will have to be the subject of an additional estimate. The Price includes a maximum of two modification requests unless otherwise specified. The Service Provider grants a non-exclusive license limited to the use defined in the Proposal and to the entities concerned by the Proposal (by default the Client or its subsidiaries)
- To transfer in its name and in the name of the participants, for which the Client is responsible, on an exclusive basis and free of charge, all the exploitation rights on the Recordings including the image rights and the related representation, adaptation, use, reproduction and communication rights.
- To comply with the legal and regulatory legislation in force concerning the processing of personal data and more generally with the legal and regulatory legislation in force within the framework of the development of the project whose realization is entrusted to the Provider.
- Not to hire, directly or indirectly, or contract with any person assigned by the Provider for the execution of the contract (employee or subcontractor), for the duration of the latter and for a period of two years from the end of the mission on this contract. In case of non-compliance with this clause, the Provider shall be entitled to an indemnity which shall not be less than one year's gross remuneration of such person or the annual sum of the price of the Services multiplied by 3.

Article 8: Liability
In the event of a breach of its contractual obligations, the Service Provider undertakes to compensate the Customer for any direct damage caused by its breaches to the extent of the loss actually suffered, subject to the following. The amount of the sums that the Service Provider could pay for its liability, for whatever reason and on whatever basis, is limited, in total, to the amount, exclusive of tax, of the remuneration received by the Service Provider under the Proposal.
Under penalty of foreclosure, the period of time for bringing an action against a party may not exceed one year from the date of knowledge of the damage. It is furthermore reminded that the Service Provider only undertakes commitments towards the Client. Therefore, in case of any action by a third party such as the Customer's subsidiaries or customers, against the Service Provider as a result of the Services, the Customer shall not be entitled to call upon the Service Provider as guarantor. In no event shall the Service Provider be liable for any consequential damages such as loss of data, files, business interruption, loss of profits or damage to image and reputation. In any case, the liability of the Provider is excluded in case of force majeure.

Article 9: Confidentiality
Both the Service Provider and the Customer shall treat as strictly confidential and shall not disclose any information, of any kind, which may be revealed to them in the performance of the Services. In particular, the Provider agrees to keep secret all information about the Customer that will have been communicated to it, excluding information belonging to the public domain, the Customer agrees to keep secret all applications, techniques, methods, visuals, media of any kind, know-how, implemented and/or developed by the Provider or its subcontractors for the performance of the Services and of which it would be brought to know (the "Confidential Information") and which will remain the property of the Provider without the right of copying by the Customer.
Any harmful consequences that may result from the disclosure of the Confidential Information shall be borne by the party that caused such disclosure or made it necessary, except as required by law or to comply with the request of an administrative authority.

Article 10: Termination
The Customer may waive the performance of the Services for its benefit provided that it informs the Service Provider by any means within six (6) weeks before the commencement of the performance of the Services. The Customer agrees to reimburse the Service Provider for all expenses incurred in connection with the performance of the Services.
In the event that the Customer fails to comply with the obligations set forth in Section 7 or if the Customer has made the performance of the Services impossible by its own actions, the Service Provider shall be excused from performing the Services.
By way of derogation, as the Services may be digital, in the event of the occurrence of an event of force majeure, considered as such by definition of the constant doctrine, the prudential evolution retained by the Court of Cassation if necessary or the legal or regulatory requirements that would be imposed in a partial or absolute way on the national territory, and the effects of which would last for a period exceeding 4 months, the effects of this Agreement will be suspended as from the fifth month and will resume as from the cessation of the event in question

Article 11: Confidentiality - Intellectual Property
The Customer may only use the proposals, works, studies and concepts, methods and tools of the Provider for the purposes stipulated in the Proposal.
The Provider holds the sole intellectual property rights relating to the training it provides so that all teaching materials, whatever the form (paper, digital, oral ...) used in the context of the order remains its exclusive property.
The Customer and the beneficiaries of the training are prohibited from using, reproducing, directly or indirectly, in whole or in part, adapting, modifying, translating, representing, marketing or distributing to members of their staff who are not participants in the company's training courses or to third parties the course materials or other educational resources made available without the express written authorization of the Service Provider or its beneficiaries.
The parties agree to keep confidential all information and documents of an economic, technical or commercial nature concerning the other party to which they may have access during the performance of the contract.

Article 12: Data Processing and Liberties
In accordance with article 6 of the law n° 78-17 of January 6, 1978 relating to data processing, files and liberties, as modified by the law n° 2004-801 of August 6, 2004, the information which is requested and which is necessary for the treatment of the registration and is intended for the only purpose of registration and transmission of the certificates of participation in the training. The Customer may access this information and request its correction from the company, via an e-mail to
or by mail to:
- INEA CONSEIL 70, avenue d'IENA 75116 Paris - France
- indicating name, first name and address.

Article 13: Access to Personal Information and Right of Review
Customers and all participants have the right to access their personal information and to amend, correct or delete inaccurate, incomplete or outdated personal information. The Provider will, upon request, provide an individual with confirmation as to whether the Provider is processing personal information about them in accordance with applicable law. In addition, at the request of any Client or participant, the Provider may take reasonable steps to correct, amend or delete their personal information that is found to be inaccurate, incomplete or processed in a manner that is inconsistent with this Policy or applicable law, except where the burden or expense of access would be disproportionate to the risks to such individual's privacy, where the rights of persons other than the individual would be violated, or where it would otherwise be consistent with applicable law. Unless prohibited by applicable law, the Service Provider reserves the right to charge a reasonable fee to cover the cost of providing copies of personal information requested by any individual. Although the Provider makes good faith efforts to provide individuals with access to their personal information, there may be circumstances in which the Provider is unable to provide access. If the Provider determines that access should be restricted in a particular case, the Provider will provide an explanation of why this determination was made and a contact for any further inquiries. To protect the privacy of training participants, Provider will take commercially reasonable steps to verify your identity before granting access or making changes to your personal information. You may email or use any of the methods described in this policy to request access to, receive (transfer), request correction of, or request deletion of personal information held about you by the Provider.