General terms and conditions
1. Scope
The General Terms and Conditions of Qualia Consulting SARL — a limited liability company with registered offices at L-1631 Luxembourg, 21, rue Glesener, listed at the trade registry of Luxembourg under the number B191272 — are applicable to the exclusion of any other terms or conditions originating from “the Client”.No General Terms and Conditions of the Client are applicable without explicit agreement by Qualia Consulting SARL (hereinafter referred to as “The Service Provider”). The Service Provider reserves the right to modify the conditions presented herein at any given time, without any formality other than informing the client.
The Client hereby recognizes having full knowledge of the services that better correspond to his needs, and acknowledges having previously received from the Service Provider all the advice and information necessary for undertaking business commitments. All interventions and services furnished by the Service Provider are governed by the General and Specific Conditions herein. The placement of an order to the Service Provider on behalf of the Client implies the total and unconditional acceptance of the General and Specific Conditions. Such Conditions, including any appendixes or amendments, represent an indivisible whole hereinafter referred to as “The Contract”.
2. Liability
The Service Provider disclaims all liability for direct, indirect, physical or material damages originating from the performance of the services, especially those damages originating from the actions of third parties or from hidden defects in the premises. The Service Provider cannot be deemed liable for damage or theft of goods or materials placed or installed outside the locker or storage rooms made available to the Client by the Service Provider within the premises.The Service Provider is obliged to perform the services with an obligation of best efforts, in line with the standards and practices of the profession, provided there is appropriate performance of the obligations on behalf of the Client. Under these conditions, and except in case of gross negligence, the liability of the Service Provider cannot be engaged. In any case, the potential liability of the Service Provider will be limited to the amount owed by the Client for the performance of the respective services.
3. Confidentiality and Data Protection
The Service Provider guarantees total discretion and complete anonymity regarding the data collected during the provision of services. The Client accepts that the Service Provider is a subcontractor as defined by legislation on the protection of personal data, and that the Client is responsible for the processing of personal data that they may be required to transfer to the Service Provider in accordance with this Contract (“Personal Data”). With regards to the processing of Personal Data by the Service Provider for or in the name of the Client, the Service Provider may only act in accordance with the provisions of the legislation on the protection of personal data. As a result, the Service Provider must:- only act on the Client’s written instructions, including with regard to the transfer of data to a third country or to an international organization;
- take technical and organizational measures (including those measures required by article 32 of the General Data Protection Regulation (Regulation (EU) 2016/679)) to guarantee a level of data security appropriate to the risk;
- inform the Client (except when the Client is already aware) of any error or inaccuracy in this Personal Data as soon as they become aware of these errors or inaccuracies.
- ensure that all copies of Personal Data in their possession are permanently destroyed once they are no longer necessary to fulfil their obligations under the Contract;
- at the discretion of the Client, delete all Personal Data or send it back to the Client upon completion of the provision of services, and destroy all existing copies, unless a legal obligation requires the storage of Personal Data;
- ensure that Personal Data is not accessible to Service Provider staff who don’t require access to Personal Data to fulfil their role in carrying out the service Provider’s obligations under the Contract, and that staff authorised to process Personal Data have made a commitment to data privacy, or are subject to an appropriate legal obligation of privacy;
- provide the Client with all cooperation, assistance and information that the Client can reasonably require to allow them to comply with their obligations according to the legislation on data protection, and in particular to allow the Client to reply to requests made by third parties who are exercising their rights under the legislation on data protection;
- provide the Client with all necessary information to demonstrate compliance with the obligations required by legislation on data protection;
The Client acknowledges that the Personal Data may be subject to automated processing, and that such data might be stored in files and transmitted to a third party responsible for its processing in total compliance with the legislation related to privacy and handling of personal information.
If the Service Provider engages another subcontractor to perform specific processing operations on behalf of the Client, the same obligations for the protection of Personal Data as those set out in the Contract will be imposed on this other subcontractor by contract, in particular the obligation to provide sufficient guarantees to implement appropriate technical and organizational measures to ensure that the processing meets the requirements of legislation on data protection.
The Client accepts that their Personal Data be used for the performance of The Contract and for marketing and sales prospection. The Client has the option to reverse his acceptance or to oppose to the processing of Personal Data, free of charge and at any time, through a request to the Service Provider in the form of a letter. The Client also holds the right to reasonable access and rectification of Personal Data, free of charge.
4. Intellectual Property
The Service Provider holds intellectual property rights over the know-how, methods and instruments used in the context of a project.It is forbidden for the Client to adapt, modify, translate, present, sell or distribute any training document or educational material made available to him, be it in a direct or indirect manner, either in whole or in part, without the explicit written consent of the Service Provider or the right holders of the respective materials. This prohibition also applies to the Service Provider for all information and documents made available by the Client during the provision of services.
5. Substitutions, Cancellations, Rescheduling.
In case of cancellation on behalf of the Client of a training session (Assessment Center, coaching, work session, or any other service provided by Qualia Consulting), the following fees apply :- if Qualia Consulting is notified between 10 to 5 working days prior to the scheduled date, 50% of the agreed compensation will be rightfully payable and immediately due,
- if Qualia Consulting is notified fewer than 5 working days prior to the scheduled date, 80% of the agreed compensation will be rightfully payable and immediately due,
- if the client/beneficiary do not show up to the session, 80% of the agreed compensation will be rightfully payable and immediately due.
The Service Provider reserves the right to cancel a session, at
any moment, for force majeure reasons (including accident or illness of a speaker appointed by the Service Provider). In this case, the Service Provider will make his best effort to inform the participants in a timely manner and to reschedule the session within a reasonable delay, after consulting the Client. Such cancellation or rescheduling does not give the Client the right to any kind of payment or compensation.
6. Payment
The invoices of Qualia Consulting are payable without any discount at the time indicated on the invoice. Qualia Consulting sends a first reminder of payment (free of charge) 30 days after the issue date of the invoice.In case of late payment exceeding 40 days from the date of issue of the invoice, the amount due will be subject to a late-payment interest of 1,5% per month, without need for any formal notice and without prejudice to other damages or penalties resulting from such late payment. The fee for a second reminder of payment is a flat rate for administrative costs of 5% of the total invoice amount. The minimum fee is € 25.
In case of late payment exceeding 50 days from the date of issue of the invoice, the amount due will be subject to a late-payment interest of 1,5% per month and a minimum fee of €25, without need for any formal notice and without prejudice to other damages or penalties resulting from such late payment. The administrative fees incurred for this reminder of payment are borne by the Client at a flat rate of 20% of the invoice amount and a minimum fee of 125€.
The Service Provider reserves the right to terminate the Contract and its additional clauses and amendments, through the medium of a registered letter and without the need to fulfill any legal formality, in case of non-payment on behalf of the Client at the agreed deadline of the invoices or any other amount owed as compensation for the execution of the Contract, even after a single occurrence. Such termination can also arise in case of non-compliance on behalf of the Client of any obligation engaged under in the terms of this Contract.
7. Election of Domicile
The parties elect domicile at the location indicated in the Contract, where bailiff-served acts and writs will be deemed effective. All communication, letter or correspondence is presumed to be received within 2 days from the date of delivery at the post office, whose stamp serves as legal proof. Any change of address must be notified through the medium of a registered letter. The Service Provider reserves the right to send notifications to the last address on record.8. Irrevocable commitment
The Contract engages the responsibility of Client as well as the responsibility of his heirs, successors, legal representatives, beneficiaries, liquidators, legal guardians or trustees.The Client does not have the right to transfer the rights and obligations resulting from this Contract to any third party nor to assign a third party to substitute the Client in the execution of the aforementioned rights and obligations without the explicit consent of the Service Provider. The Client accepts, however, that the Service Provider transfer to any third party the rights and obligations towards the Client.
