ARTICLE 1. PURPOSE
Unless otherwise agreed in writing, these General Terms and Conditions shall automatically apply to any provision of services (hereinafter the “Services”) entered into by INVICTUS COACH (hereinafter: “INVICTUS COACH”) with the person placing the order (hereinafter the “Client”), who accepts them, acknowledges having full knowledge of them, and therefore waives the right to rely on any contradictory document, including its own general terms and conditions of purchase. The relationship between the Client and INVICTUS COACH shall always be governed by the latest terms and conditions in force on the date of the order.
No document other than these Terms and Conditions may create obligations for the parties or derogate from these Terms and Conditions, unless signed in writing by the parties or included in the special terms appended hereto (hereinafter the “Special Terms”).
ARTICLE 2. FORMATION OF CONTRACTS
2.1. It is the Client’s responsibility to communicate its needs to INVICTUS COACH and to ensure that the agreed characteristics correspond to its expectations. The Client is deemed to have full knowledge of the Services it purchases and to have received the relevant information in a clear and comprehensible manner.
2.2. The commercial and technical proposal prepared by INVICTUS COACH constitutes an offer to enter into a contract (hereinafter the “Special Terms”). Unless otherwise stated, the Special Terms shall be valid for fifteen (15) calendar days from their date of issue.
2.3. The contract is formed upon the Client’s acceptance of INVICTUS COACH’s Special Terms (hereinafter the “Contract”). In practice, the Client accepts the Special Terms by returning them signed to INVICTUS COACH by any written means (email, post, etc.).
Subject to the provisions of Article 2.4 for consumer clients, once the Contract has been formed, the full price is due. Any cancellation or modification requested by the Client must be subject to INVICTUS COACH’s prior written agreement. Unless otherwise provided, in the event of cancellation by the Client, the Client shall be liable for cancellation penalties as defined in the Special Terms.
INVICTUS COACH nevertheless reserves the right to cancel in advance or interrupt the Service at any time, provided that the Client is informed of the reason for such cancellation. In the event of cancellation before the start of the Service, INVICTUS COACH undertakes to fully reimburse the Client for any sums already paid. If INVICTUS COACH decides to interrupt the Service during performance, it shall only reimburse the sums already paid by the Client for the part of the Service not yet performed, including costs, as of the date of interruption, except where the interruption results from wrongful conduct by the Client, in which case the Contract shall be deemed to have been cancelled by the Client and the provisions set out in the previous paragraph shall apply.
2.4. Right of withdrawal: only when the Client is an individual and the parties have never physically met, the Client has the right to withdraw from the Contract without giving any reason within fourteen (14) days from the conclusion of the Contract.
– Notification: To exercise the right of withdrawal, the Client must notify INVICTUS COACH (Address: 6 rue Eugène Villon, 69300 Caluire et Cuire, France; email: karine.guibert@invictus-coach.com) of their decision to withdraw by means of an unambiguous statement on a durable medium (e.g. postal mail or email). The Client may use the model withdrawal form included in the appendix to these General Terms and Conditions.
– Effect of withdrawal: In the event of withdrawal, INVICTUS COACH shall reimburse the Client for all payments received from the Client without undue delay and, in any event, no later than 14 days from the day on which INVICTUS COACH is informed of the Client’s decision to withdraw. INVICTUS COACH shall make the reimbursement using the same means of payment as the Client used for the initial transaction, unless the Client expressly agrees otherwise. This reimbursement shall not incur any fees for the Client.
A Client who has exercised their right of withdrawal for a Service whose performance began, at their express request, before the end of the withdrawal period shall pay INVICTUS COACH an amount corresponding to the service provided up to the communication of their decision to withdraw; this amount shall be proportionate to the total price of the Service agreed in the Contract, including costs incurred.
– Exclusion of the right of withdrawal: Pursuant to Article L. 221-28 of the French Consumer Code, the right of withdrawal is excluded for contracts for the supply of services that have been fully performed before the end of the withdrawal period and whose performance began after the consumer Client’s prior express agreement and express waiver of their right of withdrawal. Likewise, the right of withdrawal does not apply to Professional Clients.
ARTICLE 3. SERVICES
INVICTUS COACH undertakes to act professionally and to implement all means at its disposal to achieve the objectives set by the Client, while maintaining the ethics and standards of conduct established by the International Coaching Federation (ICF), regardless of the result. INVICTUS COACH’s obligations depend on the mission entrusted to it. In all cases, each Service shall be detailed in the Special Terms.
3.1. Coaching offer – leadership development workshops
The Client may order from INVICTUS COACH coaching, workshop, training, facilitation, seminar, public speaking, mediation, programme creation and consulting services.
3.2. Other services
Furthermore, for any request for additional services not initially provided for in the Special Terms, INVICTUS COACH shall send the Client an additional quotation. If the Client does not request an additional quotation, the Services shall be performed at INVICTUS COACH’s rate in force on the date of the Client’s request.
ARTICLE 4. SCHEDULE
4.1. The schedule for the performance of the Services is the one set out in the Special Terms.
The schedule is indicative. Consequently, any delay by INVICTUS COACH in meeting the deadlines stated therein shall not give rise to any modification of the price and/or payment terms of the Service. Furthermore, the Client may never hold INVICTUS COACH liable if the delay is caused by the Client’s negligence in providing the elements required by INVICTUS COACH to perform its mission.
The Service shall be deemed completed upon its full performance by INVICTUS COACH, in accordance with the provisions of the Special Terms. The end of the Service shall be notified to the Client in writing. If the Client raises no observations within 72 working hours of completion of the Service, this shall constitute unconditional acceptance of the Services performed.
Where the duration of performance of the Contract is expressly stipulated in the Special Terms, if the Service cannot be fully performed within the allotted time solely due to the Client’s fault (delay in providing information, lack of approval, etc.), INVICTUS COACH reserves the right to invoice the balance due for the entire Service on the scheduled completion date.
4.2. The specific terms of INVICTUS COACH’s intervention with the Client are set out in the Special Terms.
ARTICLE 5. CLIENT’S OBLIGATIONS
It is the Client’s responsibility: (1) to appoint a competent contact person who shall remain INVICTUS COACH’s point of contact throughout the duration of the Service; (2) to ensure that the necessary instructions are provided to INVICTUS COACH in due time to enable it to perform the Service; (3) to provide, within the agreed deadlines, all working documents, files, elements, etc. required for the performance of the Services, and in particular to set out its expectations and link them to its objectives; (4) where applicable, to approve the various stages of performance of the Services within the agreed deadlines and to communicate regularly on the objective of the Service and any difficulties encountered; (5) to take the necessary steps to remove without delay any obstacle or difficulty that may hinder the proper performance of the requested Services and, where applicable, obtain the authorisations required for the performance of the Services; (6) to ensure the material and logistical conditions necessary for the proper conduct of the Service; (7) to ensure that the beneficiary or beneficiaries of the Service have the means to devote the necessary time and energy to it; (8) to provide regular feedback to the beneficiary or beneficiaries of the Service on their progress as the Service is performed; (9) to officially support the Service, give the process time to produce results and accept that changes may be necessary if needed; (10) to assert its rights and fulfil its obligations under the Contract, failing which INVICTUS COACH shall be released from all obligations towards the Client.
As coaching is a personal and professional development process, the Client is responsible for their own physical, mental and emotional well-being, decision-making and implementation of actions resulting from the coaching relationship. Coaching is never intended to replace medical care.
ARTICLE 6. PRICE AND PAYMENT
6.1. The price is the one set out in the Special Terms accepted in accordance with Article 2. The price is always stated excluding taxes and in euros, except where the Client requests invoicing in dollars. No discount shall be granted for early payment. The price is exclusive of any possible surcharge. Therefore, if a specific request from the Client relating to the personnel assigned to the performance of the Services and/or a modification of the schedule results in additional costs for INVICTUS COACH, such additional costs shall be borne entirely by the Client.
Unless otherwise provided, all invoices issued by INVICTUS COACH are payable within thirty (30) days from the invoice issue date. All invoices must be paid by bank transfer, cheque, or the secure payment method offered by INVICTUS COACH, with the Client’s banking data never passing through INVICTUS COACH’s computer system.
6.2. Any amount not paid within the prescribed time limits shall bear interest at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points and shall give rise to the payment of a fixed amount of 40 euros as compensation for recovery costs. Late payment penalties shall be due from the first day of delay without any formal notice being required and shall accrue until full payment of all sums due, including interest.
6.3. The Client may not invoke any reason whatsoever to defer or modify the payment terms or request a price reduction, including a dispute regarding the quality or non-conformity of the Services. In the event of non-payment within the prescribed deadlines and 48 hours after a formal notice has remained unsuccessful, INVICTUS COACH shall be entitled to demand immediate payment of the remaining balance due and to suspend the performance of its obligations, without prejudice to claiming damages and/or terminating or rescinding the Contract in accordance with Article 11 below.
ARTICLE 7. INTELLECTUAL PROPERTY – PERSONAL DATA
7.1. INVICTUS COACH is authorised to use the Client’s name as a commercial reference.
7.2. Unless INVICTUS COACH has expressly agreed otherwise in advance and in writing, INVICTUS COACH shall own the intellectual property rights relating to the Services performed under the Contract entered into with the Client. The Client guarantees that the elements provided to INVICTUS COACH as part of the performance of the Services do not infringe the intellectual property rights of third parties and shall indemnify INVICTUS COACH against any consequence of any nature in the event that INVICTUS COACH’s liability is sought by a third party.
7.3. The Client is informed and accepts that, in the context of the performance of the Contract, INVICTUS COACH may store, process, record and use personal data (surname, first name, address, telephone number, email address) concerning the Client or its personnel, collected throughout its mission, in compliance with the applicable personal data regulations.
The collection and processing of such data are necessary for the following purposes: management/performance of the Services, billing management, and management of any complaints.
These data are intended only for INVICTUS COACH and its partners involved in the performance of the Contract, as well as duly authorised third parties in strict compliance with the applicable regulations where such communication is strictly necessary for the stated purpose(s).
INVICTUS COACH’s continuing education and accreditation maintenance process may involve possible checks by the ICF. The Client consents to the communication of their contact details and coaching dates to the ICF for the sole and necessary purpose of verifying INVICTUS COACH’s coaching relationship.
The personal data collected are retained for a period of 5 years from the end of the commercial relationship. They are not retained beyond the period necessary for the management of the missions and any disputes that may arise therefrom, in accordance with the applicable limitation rules or accounting document retention rules.
7.4. In accordance with applicable regulations, the Client has the right, with respect to INVICTUS COACH, to request access to, rectification or erasure of their data, restriction of or objection to processing, data portability, to lodge a complaint with the supervisory authority, or to define post-mortem instructions by contacting INVICTUS COACH at the following email address: karine.guibert@invictus-coach.com.
ARTICLE 8. IMAGE RIGHTS
8.1. As part of the performance of the Services, certain sessions may be recorded by INVICTUS COACH, in particular for educational, professional training, certification or similar purposes.
8.2. Any person recorded during a session must give their prior consent to the use of the recording, particularly with regard to:
– respect for elements of their personality rights, including image rights, voice, etc.,
– compliance with the applicable regulations on the protection of personal data provided for by Law No. 78-17 of 6 January 1978 on Information Technology, Data Files and Civil Liberties, as amended by Law No. 2018-493 of 20 June 2018 on the protection of personal data arising from Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, and, where applicable,
– respect for any intellectual property rights that may attach to the outcome of their contribution in the context of the Services.
8.3. INVICTUS COACH undertakes to have the persons concerned sign all necessary documentation, including authorisations and assignments of rights.
ARTICLE 9. LIABILITY OF INVICTUS COACH
9.1. In the event of doubt regarding the interpretation of a clause or in the absence of any provision enabling the extent of INVICTUS COACH’s obligations to be determined, the Client acknowledges that such obligations shall be deemed best-efforts obligations.
9.2. INVICTUS COACH may under no circumstances be held liable towards the Client where the Services performed comply with those ordered, conformity being assessed by reference to the Special Terms.
Furthermore, where INVICTUS COACH provides a set of recommendations and advice, INVICTUS COACH may not be held liable towards the Client if such recommendations are not followed by the Client. The Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders, that it must not be used as a substitute for professional therapeutic services, and that it is the Client’s responsibility to seek such independent professional advice if necessary. If the Client is currently seeing a mental health professional, it is recommended that they promptly inform them of the coaching relationship.
9.3. Any dispute by the Client regarding the proper performance by INVICTUS COACH of its contractual obligations must be substantiated and sent by registered letter with acknowledgement of receipt no later than one year from the date on which the facts likely to support such claim were discovered. Failure to do so shall constitute the Client’s waiver of the right to challenge INVICTUS COACH’s proper performance of its contractual obligations.
9.4. Under no circumstances, except in the event of gross negligence or wilful misconduct, shall INVICTUS COACH be liable to compensate indirect damage, including moral or commercial damage, loss of data, damage to image, loss of profit, turnover, orders or customers, that the Client may suffer. IN ITS RELATIONS WITH THE CLIENT, IN NO EVENT SHALL INVICTUS COACH’S LIABILITY EXCEED THE AMOUNT PAID BY THE CLIENT IN CONSIDERATION FOR ITS OBLIGATIONS.
ARTICLE 10. CONFIDENTIALITY
INVICTUS COACH undertakes to comply with the confidentiality principles of the ICF Code of Ethics. The parties shall treat as confidential and refrain from disclosing any information, data or concept belonging to the other party for a period of five (5) years from the end of the contract, subject to the limits permitted under the ICF Code, which the Client acknowledges.
However, the Client agrees that its company name may be cited by INVICTUS COACH as a client of its services. To this end, the Client authorises INVICTUS COACH to mention its company name, as well as an objective description of the nature of the services, in its reference lists and proposals intended for prospects and clients, interviews with third parties, activity reports and promotional activities, as well as where required by legal, regulatory or accounting provisions.
ARTICLE 11. TERMINATION/RESCISSION
11.1. INVICTUS COACH has the right to terminate/rescind the Contract without notice, by registered letter with acknowledgement of receipt or by any other written means enabling it to prove receipt by the Client:
– in the event of total or partial non-performance by the Client of its obligations, including its payment obligation, confidentiality obligation, respect for INVICTUS COACH’s intellectual property rights and, more generally, loyal performance of the contract, thirty (30) days after a formal notice sent by registered letter with acknowledgement of receipt has remained unsuccessful and contains a statement of its intention to rely on this clause, without prejudice to compensation for any direct and indirect damage caused by such termination,
– in the event of an unfavourable change in the Client’s financial or commercial situation that may lead to non-payment.
Where, due to the nature of the unperformed obligation, it is not possible for the defaulting party to remedy it, for example breach of an obligation not to do something, the contract may be terminated automatically by either party without prior formal notice.
11.2. In the event of termination of the Contract, INVICTUS COACH shall be released from its obligation to perform. It shall return any sums paid by the Client for Services not yet performed, excluding costs incurred, except where the termination is due to the Client’s fault. INVICTUS COACH shall owe no compensation to the Client.
ARTICLE 12. SUBCONTRACTING AND PROVISION OF PERSONNEL
To carry out its missions, INVICTUS COACH may use subcontractors of its choice and/or use personnel made available to it under the conditions provided for in Articles L. 8241-1 et seq. of the French Labour Code.
ARTICLE 13. FORCE MAJEURE
Force majeure shall suspend the obligations of the parties, who shall make good faith efforts to take all reasonably possible measures to continue performance of the contract.
If the force majeure event lasts for more than thirty (30) days, this Contract may be terminated at the initiative of either party, without any right to compensation on either side.
The following are expressly considered cases of force majeure: lock-out, strike, epidemic, embargo, accident, machine breakdown, exceptional bad weather, interruption/delay in transport, impossibility of supply, defective raw materials, or any other event beyond the control of INVICTUS COACH resulting in particular in total/partial unemployment at INVICTUS COACH, its suppliers or subcontractors, or making the services impossible or financially ruinous, total/partial blocking of means of communication, including networks.
ARTICLE 14. MISCELLANEOUS PROVISIONS
14.1. All clauses contained in these General Terms and Conditions, as well as all contractual operations referred to herein, are governed by French law, to the exclusion of any international convention. The Parties shall endeavour to settle amicably any difficulty or dispute relating to the Contract.
14.2. Only where the Client is an individual, the Client is informed of the possibility of using, in the event of a dispute, a conventional mediation procedure or any other alternative dispute resolution method. In accordance with the provisions of the French Consumer Code relating to the amicable settlement of disputes, INVICTUS COACH subscribes to the mediator service MEDIATION CONSOMMATION DEVELOPPEMENT / MED CONSO DEV.
After the Client has made a prior written approach to INVICTUS COACH, the mediator may be referred to for any consumer dispute whose settlement has not been successful. To do so, the Client may submit a complaint on the website: https://cnpm-mediation-consommation.eu or by post by writing to MEDIATION CONSOMMATION DEVELOPPEMENT / MED CONSO DEV – Centre d’Affaires Stéphanois SAS – Immeuble L’Horizon – Esplanade de France – 3, Rue J. Constant Milleret – 42000 Saint Etienne
For more detailed information on how to refer a matter to the Mediator, please visit https://www.medconsodev.eu.
The Client may also submit any complaints on the dispute resolution platform made available online by the European Commission at the following address: http://ec.europa.eu/consumers/odr/. The European Commission will forward the Client’s complaint to the competent notified national mediators.
Failing agreement within two (2) months from notification of the dispute to the other party, all disputes to which these General Terms and Conditions may give rise, concerning their validity, interpretation, performance, termination, consequences and aftermath, shall be submitted to the competent courts under ordinary law.
14.3. For Professional Clients: TO THE EXTENT THAT, DESPITE THEIR EFFORTS, THE PARTIES FAIL TO REACH AN AMICABLE AGREEMENT WITHIN SIXTY (60) DAYS, THEIR DISPUTE SHALL BE SUBMITTED TO THE LYON COMMERCIAL COURT, WHICH SHALL HAVE EXCLUSIVE JURISDICTION EVEN IN THE EVENT OF THIRD-PARTY PROCEEDINGS OR MULTIPLE DEFENDANTS, INCLUDING FOR URGENT OR PROTECTIVE PROCEEDINGS.
14.4. Unless otherwise stated, no tolerance by either party towards the other may be interpreted as a waiver of the full rights granted to it by these General Terms and Conditions, in particular any tolerance relating to payment deadlines.
14.5. The possible invalidity of one clause shall not affect the validity of the other clauses herein.
14.6. In the event of a dispute, the parties agree to consider fax and email as original written documents constituting full proof and waive the right to contest this means of evidence, except to challenge its authenticity.
APPENDIX: MODEL WITHDRAWAL FORM
For the attention of:
I hereby notify you of my withdrawal from the contract for the provision of the services below:
Ordered on:
Consumer’s name:
Consumer’s address:
Consumer’s signature, only if this form is submitted on paper:
