Article 1 — Purpose and scope

These General Terms and Conditions of Sale (hereinafter the “GTC”) define the terms under which [Company name] (hereinafter “Sell A Max” or the “Provider”) supplies its services to its professional clients (hereinafter the “Client”).

The services concerned include in particular:

• the provision of supplementary and outsourced sales forces (sales representatives, in-store promoters, demonstrators);
• merchandising and in-store implementation services;
• training services and skills development for sales teams;
• the associated reporting, steering and sell-out performance analysis services.

The services are intended exclusively for professionals acting within the scope of their business activity. Any order implies unreserved acceptance of these GTC, which prevail over any of the Client’s general purchasing terms, unless otherwise agreed in writing by the Provider.

Article 2 — Quotation and formation of the contract

Each service is the subject of a named quotation specifying the purpose, scope, schedule, deliverables, human resources assigned and price.

The quotation is valid for thirty (30) days from its date of issue, unless stated otherwise. The contract is formed on the date the Provider receives the quotation dated, signed and bearing the words “bon pour accord” (agreed), or any purchase order constituting acceptance.

Any change of scope requested during performance shall be the subject of an amendment or an additional quotation, with the price and timeline adjusted accordingly.

Article 3 — Nature of the obligations

Unless expressly stated otherwise in the quotation, the Provider is bound by an obligation of means (obligation de moyens). It deploys the skills, profile selection, training and steering methods required to achieve the objectives agreed with the Client, without guaranteeing any given level of turnover, sales volume or sell-out, as these depend on external factors (product availability, pricing policy, seasonality, retailer and consumer behaviour).

Article 4 — Personnel assigned to the services

The personnel assigned to performing the services remain under the sole hierarchical, disciplinary and administrative authority of the Provider, which retains employer status. The Client holds no power of direction or sanction over such personnel.

The Provider reserves the right to replace any team member, provided it ensures equivalent competence and continuity of service.

Non-solicitation. For the entire duration of the contract and for twelve (12) months after its termination, the Client shall refrain from hiring or engaging, directly or indirectly, any of the Provider’s employees who took part in the services, without prior written agreement. In the event of breach, the Client shall owe a fixed indemnity equal to twelve (12) months of the employee’s last gross salary.

Article 5 — Client obligations

The Client undertakes to:

• provide in good time all information, product data, sales arguments, access and authorisations required to perform the services;
• obtain access authorisations for the points of sale concerned and inform the retailers of the intervention;
• guarantee working conditions compliant with applicable health and safety rules;
• make available, where applicable, the demonstration products, POS materials and equipment required;
• appoint a single point of contact authorised to approve operational decisions.

Any delay or shortcoming attributable to the Client suspends the performance deadlines and may give rise to invoicing of waiting time or travel costs incurred.

Article 6 — Prices

Prices are expressed in euros excluding tax and exclude ancillary costs. Unless stated otherwise in the quotation, travel, accommodation and meal expenses for team members, as well as the cost of specific equipment, are invoiced in addition, against receipts or on the agreed fixed-fee basis.

VAT at the applicable rate is added to the prices shown.

For contracts lasting more than twelve months, prices may be revised annually, on the anniversary date, in line with changes in sector payroll costs, subject to two months’ written notice.

Article 7 — Invoicing and payment

Unless otherwise agreed, invoicing takes place monthly, in arrears, on the basis of the services actually performed.

Invoices are payable thirty (30) days from the invoice date, by bank transfer. No discount is granted for early payment.

For any assignment exceeding €[amount] excluding tax, a deposit of 30% is payable on order.

Late payment. In accordance with Articles L.441-10 and D.441-5 of the French Commercial Code, any late payment automatically incurs, without prior formal notice:

• late payment interest calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points;
• a fixed recovery cost indemnity of €40, without prejudice to additional compensation upon justification.

Where non-payment persists fifteen (15) days after unsuccessful formal notice, the Provider may suspend the services in progress, such suspension giving rise to no entitlement to compensation for the Client.

Article 8 — Duration, termination and cancellation

The duration of the assignment is as stated in the quotation.

Cancellation by the Client. Any cancellation or postponement of a scheduled intervention must be notified in writing. It gives rise to invoicing of:

• 0% of the amount if notified more than 15 working days before the scheduled date;
• 50% if notified between 15 and 5 working days before;
• 100% if notified less than 5 working days before the scheduled date.

Termination. Either party may terminate an open-ended contract subject to three (3) months’ written notice. In the event of serious breach by either party of its obligations, the other party may terminate automatically fifteen (15) days after unsuccessful formal notice, without prejudice to damages.

Services performed up to the effective date of termination remain payable.

Article 9 — Intellectual property

The Provider’s methods, tools, training materials, assessment grids, reporting templates and know-how remain its exclusive property. The Client is granted a right of use strictly limited to the duration and purpose of the assignment, non-transferable and non-exclusive.

Sales data, trademarks, visuals and product materials supplied by the Client remain its property. The Provider shall refrain from any use unrelated to performing the assignment.

The Client authorises the Provider to mention its name and logo as a commercial reference, unless written refusal is notified.

Article 10 — Confidentiality

Each party undertakes to preserve the confidentiality of information, documents and data of any kind communicated by the other party, and not to disclose them to third parties without written authorisation. This undertaking remains in force for the entire duration of the contract and for three (3) years after its termination.

Article 11 — Liability and insurance

The Provider’s liability may be engaged only in the event of proven fault and solely for direct and foreseeable damage. Indirect damage is excluded, in particular loss of turnover, margin, customers, reputation or data.

In any event, the Provider’s liability is capped at the total amount excluding tax actually invoiced for the assignment concerned during the twelve (12) months preceding the triggering event.

The Provider declares that it has taken out professional civil liability insurance with [insurer], policy no. [number], covering the financial consequences of its liability.

Article 12 — Force majeure

Neither party may be held liable for failure to perform its obligations resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code and the case law of the French courts. Obligations are suspended for the duration of the event. Should it continue beyond two (2) months, either party may terminate the contract automatically, without compensation.

Article 13 — Personal data

Personal data exchanged in connection with performance of the contract is processed in accordance with Regulation (EU) 2016/679 (GDPR) and French Act No. 78-17 of 6 January 1978 as amended. Each party acts as data controller for the data it determines. Where the Provider processes data on the Client’s behalf, a processing agreement compliant with Article 28 GDPR is concluded between the parties.

Details of the processing carried out via the website are set out in the Privacy Policy.

Article 14 — Governing law and jurisdiction

These GTC are governed by French law.

Failing an amicable settlement within thirty (30) days of the first written notification of a dispute, any dispute relating to their formation, interpretation or performance shall fall within the exclusive jurisdiction of the Commercial Court of [city], notwithstanding multiple defendants or third-party proceedings.

This English version is a translation provided for convenience. In the event of any discrepancy, the French version shall prevail.

Last updated: [DD/MM/YYYY]