PREAMBLE:

“La Fresque du Climat” or “the Climate Fresk”is a tool of 42-card set derived from the work of the IPCC, created by Mr. Cédric RINGENBACH in 2015, which allows in a playful and collaborative way to raise awareness, even for beginners, to the causes and consequences of climate change (« The Fresk »).

BLUE CHOICE’s purpose is to provide training and consulting services to companies. In this context, it has developed skills and significant experience in the deployment of The Fresk within companies and public administrations through the organization of training and coaching sessions.

The purpose of the present general terms and conditions of services (the « GTC ») is to define the conditions under which BLUE CHOICE SARL (the « Provider ») provides its professional clients (private sector companies or public administrations (the « Customer(s) ») who request it, with the following services: deployment of The Fresk within their entity and with their staff, conferences on energy-climate issues, strategy, and climate trajectory consulting (the « Services »).

Preliminary Article: Definitions

Terms and phrases beginning with a capital letter and expressly defined in the T&Cs shall have the meaning ascribed to them in this Section or in any Section or other paragraph of the GTC where such terms and phrases are first used.

Article 1 : Scope of application

These GTC apply, without limitation or qualification, to all Services performed by the Provider to Customers of the same category, regardless of any clauses that may appear in the Customer’s documents, including its general terms and conditions of purchase.

Any order for Services implies the Customer’s unconditional acceptance of these GTC, except for special conditions specifically and expressly agreed between the Provider and the Customer.

The information contained in the Provider’s catalogs, brochures and price lists is provided as an indication only and may be revised at any time. The Provider is entitled to make any changes to the information in the Provider’s catalogs, brochures, and price lists, subject to prior notice to and approval by the Customer, if such changes are applicable to Services ordered by the Customer after acceptance of these GTC.

In accordance with applicable law, the Provider reserves the right to deviate from certain terms of these GTC, depending on the negotiations conducted with the Customer, by establishing Special Terms and Conditions of Sale.

The Provider may, in addition, establish « category-specific general sales conditions”, derogating from these GTC, according to the category of Customer considered, determined from objective criteria. In this case, the category-specific general sales conditions apply to all Customers meeting these criteria.

Article 2 : Ordering of Services

The Provider and the Customer are in contact by e-mail, telephone and/or video conference.

The Provider sends the Customer a quotation containing the following information: nature of the services, number of Consultants, maximum number of Participants, and the pricing conditions of the Services.

The quotation is accepted by the Customer either by countersigning it or by sending a purchase order. Acceptance of the quotation may also result from the Customer’s agreement expressed by means of an e-mail sent to the Provider. 

Acceptance of the quotation constitutes acceptance of these Terms and Conditions in their entirety and constitutes proof of the sales contract and an « Order of Services« .

The date of performance of the Services (dates of training, coaching and animation sessions and/or conferences) is agreed upon either in the quote or, subsequently, by mutual written agreement between the Parties.

The data recorded in the Provider’s computer system shall constitute proof of all transactions entered into with the Customer.

Any requests by the Customer for changes to the Order of Services in relation to the quotation are subject to the prior express written consent of the Provider and must be notified to the Provider in writing at least 14 days prior to the date on which the Services ordered are to be provided. If the Provider agrees, the Order of Services thus modified shall only be validated after the Customer has signed an amended purchase order including any possible adjustment of the pricing conditions.

Article 3 : Cancellation Policy

The Customer may cancel the Order of Services by written notice to the Provider under the following conditions:

• • If the Customer cancels the Order of Services with more than 14 days’ notice prior to the Service Commencement Date: No cancellation fee will be charged to the Customer.

• • If the Customer cancels the Order of Services with a notice period between 7 days and 14 days before the Service Commencement Date: The Customer will be charged an amount equal to 25% of the total price of the Services ordered as indicated in the quote, plus VAT at the current rate.

• • If the Customer cancels the Order of Services within the notice period of less than 7 days before the Service Commencement Date: The Customer shall be liable for an amount equal to 50% of the total price of the Services ordered as indicated in the estimate, plus VAT at the applicable rate.

The « Service Commencement Date » shall mean the date of the first day of the training, coaching, animation, or conference to be performed by the Provider and agreed upon by the Provider and the Customer either in the quotation or subsequently by mutual agreement between the Parties in writing. It is specified that if the Order of Services concerns the performance of successive and/or staggered services, the « Service Commencement Date » shall be understood to be the date of the first day of performance of the service that the Customer wishes to cancel. In this case, the amounts due in the event of cancellation (as set forth above) shall be calculated solely on the basis of the Services cancelled by the Customer (either on the basis of the amounts indicated in the quote for each of the Services or, failing that, on a pro rata basis (in terms of costs to the Provider) as represented by each of the Services indicated in the Order of Services).

For all purposes, it is specified that the Customer will remain liable for the full price of the Services already performed in addition to the amounts due for the cancelled Services. Thus, in particular, but not exclusively, if a customized debriefing has been ordered by the Customer for a specific workshop and this workshop is cancelled by the Customer after the customization has already been performed by the Provider, the Customer shall remain liable for the amount of the service performed under the said customized debriefing according to the rate indicated in the Quotation or, failing that, on a pro rata basis in relation to the total Order of Services.

In any case, regardless of the period of notice of cancellation of the Order of Services by the Customer, the Customer shall remain liable for the costs (including, without limitation, travel, accommodation, reception, room or equipment rental costs) already incurred by the Provider (either because the Provider has already paid such costs or because the Provider will subsequently be required to pay such costs at a later date without the possibility of cancellation) in connection with the Services ordered by the Customer.

The Client accepts and acknowledges that these cancellation conditions will be identical (in particular, in terms of % of the price of the Services invoiced according to the notice period and reimbursement of expenses) in the event of a request to postpone the provision of the Services to a later date. However, the Service Provider may, as a commercial gesture, and at its own discretion, waive the partial or total invoicing of these penalties for postponed Services if such postponement causes only limited financial and organizational prejudice to the Service Provider.

Article 4 : Terms and conditions of services modifications

If the number of Participants is greater than the number agreed upon in the quote without the prior written approval of the Provider, the price of the Services charged to the Customer shall be increased in proportion to the number of additional Participants, unless otherwise stipulated in the quote.

If the number of Participants is found to be less than the number agreed upon in the quotation, the Customer shall not request any reduction in price, unless otherwise specified in the quotation.

It is agreed between the Parties that the Provider’s choice of Consultants is freely determined by the Provider. Consultants are therefore freely interchangeable at the Provider’s discretion.

If the quotation expressly mentions the identity of one or more Consultants to perform the Services, the Provider may substitute the Consultant(s) subject to the following principles:

• If the Consultant specified in the quotation and to be replaced is not Mr. Cédric RINGENBACH: the Provider is free, without penalty, reduction in the price of the Services or cancellation of the Order of Services, to replace the Consultant specified in the quotation with another Consultant, provided that such Consultant is of the same rank or has a similar level of skill and experience as the Consultant being replaced.

• If the Consultant specified in the quotation and to be replaced is Mr. Cédric RINGENBACH, the Provider may:

1. 1. Either propose to the Customer to replace Mr. Cédric RINGENBACH by another Consultant who has the same rank or a similar level of competence and experience as Mr. Cédric RINGENBACH. In consideration thereof, the Provider shall offer the Customer a reduction of the price of the Services based on the services that were to be performed personally by Mr. Cédric RINGENBACH.
   2. Or suggest to the Customer to replace Mr. Cédric RINGENBACH by a “Senior” Consultant recommended by Mr. Cédric RINGENBACH.

The Customer shall be free to refuse these two replacement options (referred to in (a) and (b) above) and may then cancel its Order for Services without charge or penalty on either side.

• As an exception to the foregoing, if the Order of Services concerns a conference for which the quotation expressly mentions the presence of Mr. Cédric RINGENBACH as a speaker, if he is unable to give the said conference, the Provider may:

1. 1. Either propose to the Customer to postpone the conference to a later date convenient to both the Provider and the Customer.
   2. Or propose to the Customer to replace Mr. Cédric RINGENBACH by another renowned specialist in the field of energy and climate.

The Customer shall be free to refuse these two options (referred to in (a) and (b) above) and may then cancel the Order of Services without charge or penalty on either side.

Article 5 : Prices

The Services are provided at the rates of the Provider, set forth in the quotation previously established by the Provider and accepted by the Customer, as indicated in Article 2 « Ordering of Services«  above.

The rates are net and exclusive of VAT. The Customer shall pay the VAT at the applicable rate.

The conditions for determining the cost of Services whose price cannot be known in advance or accurately indicated, as well as the method of calculating the price to verify the latter, will be communicated to the Customer or will be the subject of a detailed estimate, at the Customer’s request. In this respect, the Customer acknowledges and agrees that the price indicated, if any, for the « personalized debriefing » service will be for the number of hours of work specified in the estimate. If the number of hours required to complete the « personalized debriefing » exceeds the amount specified in the quotation, the Provider will inform the Client and the additional hours will be billed at the hourly rate specified in the quotation.

Article 6 : Billing and terms of payment

The invoicing of the Services is carried out by the Provider under the following conditions:

• If the quotation provides for a single provision of Service: The Provider will send a single invoice upon completion of the said service.
• If the quotation provides for multiple Services to be performed within a specified period (either under the terms of the quotation or under terms agreed to by the Parties subsequent to the quotation): The Provider shall issue an invoice upon completion of each Service performed under the Service Order. As an exception, and in certain circumstances, the Service Provider may (i) either agree to issue a single invoice upon completion of all Services under the Service Order, or (ii) agree to issue invoices on a monthly basis.
• If the quotation provides for several Services to be performed within an indefinite period: The Provider shall issue an invoice for each Service performed and when each Service specified in the quotation is performed. Each invoice shall be payable upon completion of the Service. As an exception, and in certain circumstances, the Provider may agree to send invoices on a monthly basis.

In any event, the quotation may include specific billing terms and conditions that deviate from these GTC and which shall be deemed accepted by the Customer upon acceptance of the quotation.

Each invoice sent by the Provider to the Customer shall be payable in full within 30 days after the invoice is sent.

In the event of a late payment by the Customer after the deadline set forth above, and after the payment date indicated on the invoice sent to the Customer, late payment penalties calculated at the legal rate increased by 8 points and calculated on the total amount including VAT of the price of the Services indicated on the said invoice, shall be automatically due to the Provider, without any formality or prior notice.

In case of non-compliance with the above payment terms, the Provider reserves the right to suspend or cancel the provision of the Services ordered by the Customer.

Article 7 : Terms of Services provision

The Services ordered by the Customer shall be provided within the time limit specified in the quotation or within the time limit agreed upon in writing by the Parties after the quotation.

This time limit does not constitute a strict deadline and the Provider shall not be liable to the Customer for any delay in the provision of the Services not exceeding 15 days. The Customer may only request termination of the sale if the Services are not provided within 15 days after the deadline agreed by the Parties. The Customer shall, however, remain liable for the costs already incurred by the Provider for the provision of the Services, based on receipts.

The Provider shall not be liable for any delay or suspension of the provision of the Services attributable to the Customer (in particular, if the Customer does not materially enable the Provider to provide the ordered Services), or in case of force majeure as defined.

In this regard, it is agreed between the Parties that, in addition to those usually recognized by the jurisprudence of the French courts and tribunals and without this list being restrictive, the following are considered as cases of force majeure for the purposes of this Agreement: illness or accident of a Consultant (trainer, facilitator or speaker), strikes or labor disputes, natural disasters, fires, interruption of public transportation or any other circumstance beyond the reasonable control of the Provider.

The Services shall be provided within the time limit specified in the quotation or as agreed to in writing by the Parties subsequent to the quotation.

The Services may be performed at any other location designated by the Customer, subject to 15 days’ notice and at the Customer’s sole expense.

Likewise, in the event of a specific request from the Customer concerning the conditions of provision of the Services (in particular, a change of location or number of participants), duly accepted in writing by the Provider, the related costs will be subject to additional specific invoicing, based on a quote previously accepted by the Customer.

In the absence of reservations or complaints expressly made by the Customer upon receipt of the Services, the Services shall be deemed to be in conformity with the order, in quantity and quality.

The Customer shall have a period of 30 days from the provision of the Services to express any reservations or claims, along with all supporting documentation, to the Service Provider by means of a registered letter with acknowledgement of receipt.

No claim shall be accepted in case of non-compliance with these formalities and deadlines by the Customer.

Any Services that are proven to be non-conforming by the Customer shall be promptly refunded or corrected by the Service Provider (to a reasonable extent) at the Service Provider’s expense and in a manner agreed to by the Customer. In any event, any claim for refund and/or damages shall be limited to 50% of the amount of the Services for which the lack of conformity has been duly proven.

Article 8 : Provider’s responsibility – Guarantee

The Provider guarantees, in accordance with the law, the Customer against any lack of conformity of the Services and any latent defect, arising from a defect in the design or supply of the Services to the exclusion of any negligence or fault of the Customer.

The Provider’s liability shall be limited to proven fault or negligence and shall be limited to direct damages to the exclusion of any indirect damages of any kind.

In order to assert its rights, the Customer shall, under penalty of forfeiture of any action relating thereto, inform the Provider, by registered letter with acknowledgement of receipt, of the existence of the defects within a maximum period of 30 days from their discovery.

The Provider shall rectify or have rectified, at its sole expense, the Services deemed to be defective in the manner agreed by the Customer.

In any case, if the Provider is found liable, the Provider’s warranty shall be limited to 50% of the amount paid by the Customer for the provision of the Services deemed defective.

Article 9 : Intellectual property rights

The Provider retains all intellectual property rights of all educational materials, studies, conference materials (including PowerPoint presentations), graphics, data, drawings, models, photos, videos, prototypes, analyses, and reports, etc. (including those made at the request of the Customer) provided by the Provider (the « Works« ).

The Customer shall therefore refrain from any claim, use, modification, reproduction, or exploitation (commercial or not) of the Works without the express, written and prior authorization of the Provider, which may be subject to a financial consideration, in particular, as part of the licensing process previously negotiated and expressly agreed between the Parties.

The Customer is also forbidden to take any action to claim the right to use or reproduce The Fresk, (including, The Climate Fresk,  La Fresque du Climat or the Jeu La Fresque du Climat).

Article 10 : Privacy

The Parties agree throughout the duration of their contractual relationship and for a period of 5 years after its expiration, for any reason whatsoever, and except by mutual agreement between them:

• to maintain the utmost confidentiality concerning the information presented as confidential by the other Party, as well as the ones concerning the Ordered Services and the activities resulting therefrom, by refraining, in particular, from disclosing, directly or indirectly, any information or knowledge whatsoever concerning the latter, to which they may have had access in the performance of this contract, unless said information or knowledge is in the public domain, or its disclosure is made necessary by virtue of a specific regulation or a judicial or administrative injunction;
• not to use the confidential information for any purpose other than the performance of their agreed services under the contractual relationship;
• not to copy, reproduce or duplicate it, unless such copying, reproduction or duplication is essential to the performance of the Services;
• to ensure compliance with these obligations by all members of their staff or corporate officers concerned, for which they shall be liable to each other.

At the end of their contractual relationship, each party may request the other party to destroy all copies, reproductions, and duplications of confidential information transmitted to the other party, except for legal archiving purposes.

Article 11 : Independence of Parties

The Parties acknowledge that they are acting on their own behalf as independent parties.

These GTC do not constitute a partnership, a franchise, or a mandate given by one Party to the other Party.

Neither party may make any commitment in the name and on behalf of the other party.

In addition, each of the Parties remains solely responsible for its own acts, allegations, commitments, services, products and personnel.

Article 12 : Prohibition of transfer, licensing of the Works

The Customer shall not assign or transfer the Works to third parties, in whole or in part, whether in exchange for payment or free of charge, to any person and in any form whatsoever, except with the express prior written consent of the Provider

The Customer shall not grant any right to use or license the Works, in whole or in part, for a fee or free of charge, to any person or entity, except with the express prior written consent of the Provider.

Article 13 : Personal data

The personal data collected from the Customers are subject to a data-processing treatment carried out by the Provider. They are recorded in its customer file and are essential to the processing of the order. This information and personal data are also kept for security purposes, to comply with legal and regulatory obligations. They will be kept as long as necessary for the execution of orders and any applicable guarantees.

The data controller is the Provider. Access to personal data will be strictly limited to employees of the data controller, authorized to process them by virtue of their functions. The information collected may be communicated to third parties contractually bound to the company for the execution of subcontracted tasks, without the Customer’s authorization being necessary.

While performing their services, third parties have only limited access to the data and are bound to use it in accordance with the provisions of the applicable legislation on the protection of personal data. Other than as set forth above, the Provider shall not sell, rent, lease or otherwise provide access to the data to third parties without the prior consent of the Customer, unless compelled to do so for a legitimate reason. In this regard, the Customer already authorizes the Provider to collect the Participants’ professional email addresses in the context of the organization, the realization, and the evaluation of the Services as well as to offer them activities and/or events organized by the Provider, in particular, in connection with La Fresque du Climat.

If the data is transferred outside the EU, the Customer will be informed and the guarantees taken to secure the data (for example, the external service provider’s adherence to the « Privacy Shield », adoption of standard protection clauses validated by the French National Commission of Data processing and Freedoms (“CNIL”), adoption of a code of conduct, obtaining CNIL certification, etc.) will be specified.

In accordance with the applicable regulations, the Customer has the right to access, rectify, delete, transfer their data, as well as the right to object to their treatment for a legitimate reason, which they may exercise by contacting the person in charge of processing at the following postal or e-mail address: Mr. Cédric RINGENBACH – contact@bluechoice.fr – 24, rue de Clichy – 75009 Paris. In case of complaint, the Customer can address a complaint to the delegate in charge of the protection of the personal data of the Provider and/or to the CNIL.

Article 14 : Unforeseeability

In the event of a change in circumstances unforeseeable at the time of the conclusion of the contract, in accordance with the provisions of Article 1195 of the French Civil Code, the Party that has not agreed to assume the risk of excessively onerous performance may request renegotiation of the contract from its co-contractor.

Article 15 : Force Majeure

The Parties shall not be liable if the non-performance or delay in the performance of any of their obligations as described herein is due to force majeure, as defined in Article 1218 of the French Civil Code, or to exceptional health or weather conditions beyond the control of the Parties.

By express agreement, in addition to exceptional health or weather conditions beyond the control of the Parties, the following shall constitute force majeure: illness or accident of a Consultant (trainer, facilitator or speaker), strikes or labor disputes, natural disasters, fires, interruption of public transportation or any other circumstance beyond the reasonable control of the Provider.

The Party noticing the event shall inform the other Party as soon as possible of its inability to perform its service and shall justify it. The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay.

The performance of the obligation shall be suspended for the duration of the force majeure if it is temporary and does not exceed 60 days. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties shall make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the Party prevented from doing so shall notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or any extrajudicial act. During this suspension, the Parties agree that the costs generated by the situation will be shared equally.

If the impediment is definitive or exceeds 60 days, the present contract shall be purely and simply terminated. The Provider shall then be liable only for the price of the Services already performed by the Provider.

Article 16 : Jurisdiction

All disputes to which the present contract and the agreements resulting from it could give rise, concerning both their validity, their interpretation, their execution, their resolution, and their consequences will be submitted to the Commercial Court of Paris, FRANCE.

Article 17 : Language of the contract – Applicable law

The present GTC, the special terms and conditions, if any, and the operations which result from it are governed by French law.

Article 18 : Customer’s acceptance

These GTC are expressly agreed and accepted by the Customer, who declares and acknowledges having a perfect knowledge of them, and thus waives the right to rely on any contradictory document and, in particular, its own general terms and conditions of purchase, which will be unenforceable against the Provider, even if it has knowledge of them.

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