HALIFAX": refers to HALIFAX CONSULTING, a SAS with capital of €208,512, registered in the Versailles Trade and Companies Register under number B 450 220 512, with its registered office at 15-17 RUE DE PONTOISE HOTEL DE CREQUY - 78100 SAINT GERMAIN EN LAYE, FRANCE.HALIFAX specializes in Consulting and Continuing Education, mainly in Sales Performance, in the marketing of training and sales support tools and in transformation through AI.
The words and expressions below beginning with a capital letter, in the singular or plural, are used in these T&Cs with the following meaning:
"Customer": refers to any professional (natural or legal person) acting for his or her professional needs and within the scope of his or her professional activity who places an Order for Products or Services with HALIFAX.
"Product or Service": refers to consulting, training (face-to-face, distance or digital), content creation, subscriptions to learning platforms (including Halifax Sales AI), as well as tools. Product or Service": refers to consulting services, training (face-to-face, remote or digital), content creation, subscriptions to learning platforms (including Halifax Sales AI), as well as digital tools or AI solutions offered by HALIFAX.
"Order": means any order for a Product or Service placed by a Customer with HALIFAX and evidenced by the signing of the Special Terms and Conditions.
" Special Terms and Conditions": means the document defining the terms and conditions for the performance of the Product or Service ordered from HALIFAX by the Customer (accepted quotation, order form, commercial offer, etc.).
"GTC": means these General Terms and Conditions of Sale. GCS": means these General Terms and Conditions of Sale and Service. Contract": refers to these General Terms and Conditions and the Special Terms and Conditions, which together govern the relationship between the Parties. Subscription": refers to contractual access, for a fixed period, to one or more digital platforms or services offered by HALIFAX, under the conditions set out in the Contract.
" Content" means the educational materials, videos, interactive modules, data or resources accessible via the Products or Services offered by HALIFAX.
HALIFAX and the Customer are referred to together as the "Parties" and individually there or a "Party".
The purpose of these General Terms and Conditions of Sale and Services (hereinafter the "GTCS") is to define the conditions under which HALIFAX supplies the Customer with Products and Services. The Customer acknowledges that it has read these terms and conditions before placing an Order and accepts them unreservedly
. These terms and conditions take precedence over any conditions to the contrary appearing in the Customer's documents, unless expressly accepted by HALIFAX. HALIFAX reserves the right to amend the GTC at any time. The terms and conditions applicable are those in force on the day the Order is placed.
In the event of contradiction, the Special Terms and Conditions shall prevail over these terms and conditions.
The Contract comprises the following contractual documents, presented in descending order of priority:
1) The Special Conditions, such as the accepted quotation, order form or training agreement signed by the Customer;
2) These General Terms and Conditions of Sale (GTCS);
3) Any other document appended to or expressly referenced in the Special Conditions.
In the event of contradiction between these documents, the higher-ranking document will prevail for the obligation concerned.
Unless otherwise stipulated in the Special Terms and Conditions, Products or Services provided online become active as soon as the first payment has been taken into account.
The various Subscription formulas correspond to different terms of access to the Products or Services concerned, depending in particular on the number of Data consultations possible during the term of the Subscription and the type of Data that can be consulted. These terms are described in the Special Conditions.
HALIFAX, in its capacity as a professional, undertakes in particular throughout the execution of the Products or Services, a general duty of information, advice and warning and in this respect to :Contribute to the analysis of the Customer's needs by requesting any information and/or document necessary for a perfect understanding of the Customer's contractually expressed needs and expectations, as well as any information and/or document necessary for the proper execution of the Products or Services;
- Propose to the Customer any variants likely to better adapt the Products or Services to the needs defined by the latter;
- Inform and warn the Customer, in writing and without delay, of the consequences of any new or additional request or choice made by the Customer; in general, alert the Customer to any event, of which HALIFAX is aware, likely to affect the timetable, the objectives pursued by the Customer, and in general, the commitments of the Parties, including if this event is attributable to the Customer or to a third party;
- Request from the Customer any information or document not received by it and necessary for the proper performance of the Products or Services;
- Provide the Customer with any information or document useful in connection with the Products or Services.
Any Order, including a Subscription, does not entail any transfer of intellectual, moral or economic rights, or any other property right of any kind whatsoever in favor of the Customer, who in any event benefits only from a simple personal, limited, non-exclusive, non-transferable and non-assignable right to use the works and Data to which he has access within the framework of the supply of the Product or Service, and this, unless otherwise specifically agreed, for his own and internal needs exclusively, for example case studies or 100% customized tools within the framework of a project. The license to use the Products or Services is in principle non-exclusive, personal, single-user, non-assignable and non-transferable.
The license to use the Products or Services is in principle non-exclusive, personal, single-user, non-assignable and non-transferable, and the Customer undertakes to use the Product or Service exclusively to meet its own internal needs, but under no circumstances to perform services billed to third parties or to send messages on behalf of third parties.
The Products or Services are and contain intellectual works that are protected under the French Intellectual Property Code, in particular databases, software and multimedia works. Any work, study or documentation developed by HALIFAX in connection with the performance of the Products or Services shall be the property of HALIFAX and the Customer shall have free use thereof within the scope of the service governed by these G.S.T. It is hereby specified that the reciprocal communication of files, documents and data by the Parties shall in no way constitute a transfer of ownership of said files, documents and data for any reason whatsoever. Consequently, the files, documents and data transmitted may only be used by the other Party for the purposes of executing the Products or Services.
Each Party retains exclusive ownership of its software and applications, databases, files or documents, tools, methods and know-how which may be used in connection with the performance of the Products or Services.For Products or Services which are redistributed by HALIFAX, the rights of use granted to the Customer in respect of these works may be defined in a specific license for each Product or Service. This is supplied with the Product or Service. The Customer undertakes to read and respect the terms of said license prior to any use. HALIFAX undertakes to obtain from any holders of Intellectual Property rights the grants of proprietary rights and/or authorisations necessary for their use by the Customer.
HALIFAX is a registered trademark which the Customer undertakes not to re-use outside the context of the business relationship between the Parties and likewise for the trademarks of third party products and services which will be implemented or made available to the Customer by HALIFAX.With regard to the Data contained in the Products or Services, the Customer acknowledges that the Data is legally protected and, in accordance with the aforementioned legal provisions, the Customer undertakes not to extract, reuse, store, reproduce, represent, copy, download, transmit, sell, lease or retain, directly or indirectly, on any medium whatsoever, by any means or process and in any form whatsoever, all or any qualitatively or quantitatively substantial part of the Data and more generally of the contents of HALIFAX's databases and those used in connection with the provision of the Services. HALIFAX reserves the right to insert trap data in order to detect acts of counterfeiting. HALIFAX reserves the right to suspend without notice and without compensation access to all or part of the Products or Services to the Customer who violates the provisions of this article and to initiate any proceedings before the competent courts, to stop any act of infringement and repair the damage suffered.
The main purpose of HALIFAX's Products and Services is not to process personal data. If personal data is collected, it will be on a contractual basis and HALIFAX undertakes to process it in accordance with current legislation. Any communication to HALIFAX of personal data by the Customer must be expressly indicated, carried out within the framework of legislation and, whenever necessary, with the signature of a specific agreement, such as the conditions of co-processing or sub-processing of such data.
Access to the Halifax Sales AI platform, including its e-learning content, training tools, webinars, AI assistants and customized modules, is provided as part of a subscription or service specified in the sales proposal. Unless otherwise specified, the access period is twelve (12) months from account activation.
The Customer acknowledges that certain features of the platform or the Halifax services include the use of generative artificial intelligence tools (texts, images, videos, recommendations, etc.) The content generated in this way is provided for information purposes only and can in no way replace a professional human decision.
HALIFAX accepts no responsibility for the consequences of their use or interpretation. If the Customer uses AI avatar or virtual assistant personalization functionalities, the Customer remains solely responsible for the content, data and instructions provided in this context.HALIFAX exercises no editorial control over personas or dialogues generated from criteria defined by the Client and declines all responsibility in the event of use contrary to regulations or good professional practice.
HALIFAX undertakes to comply with its obligations under the General Data Protection Regulation (RGPD). All digital content made available (teaching aids, videos, replays, interactive resources) is strictly reserved for the Customer's internal use.
Any reproduction, redistribution or provision to third parties, in whole or in part, is prohibited without the prior written consent of HALIFAX.
The Parties acknowledge that the proper performance of the Products or Services requires active and regular collaboration between them. Each Party undertakes to cooperate to the best of its ability with the other Party throughout the performance of the Products or Services.
If a difficulty arises during the performance of a Product or Service, the necessary cooperation of the Parties requires them to alert each other and to consult each other as quickly as possible in order to implement the most appropriate solution as soon as possible.The Customer will provide HALIFAX with all the information and documents it requires, will ensure the availability of a qualified and authorised contact person and will check the documents submitted for its approval or opinion in good time, formulating in writing any observations it deems useful within seven (7) days of such submission. Failing this, the Customer will be deemed to have approved the content of the document.
Any improper use may result in the provisional, immediate and automatic suspension of Subscriptions and/or access to Products or Services, without notice or compensation, pending justification by the Customer of its use. In the absence of justification considered valid by HALIFAX, HALIFAX may terminate the Customer's Subscription ipso jure and without notice, the Customer not being entitled to any compensation or reimbursement, and without prejudice to any damages HALIFAX may claim.
These services are subject to express mention in the Particular Conditions or to the conclusion of a specific contract. It is however specified that the Products or Services relating to the Web Site and Software benefit from maintenance and assistance under the conditions and according to the terms below:
a) HALIFAX undertakes to provide the Customer with first-level assistance by means of a specific telephone service. This assistance consists in particular of helping the Customer to answer questions and deal with requests relating to the operation and use of the Web Site and Software.
b) HALIFAX's maintenance includes diagnosis and the implementation of means to correct anomalies in the Web Site and Software. Any request to modify, update or adapt the Software after delivery, whether or not required by legal or regulatory changes affecting the applications managed, will be subject to a quotation and specific invoicing.
c) HALIFAX will provide assistance and maintenance services on working days from Monday to Friday from 9am to 7pm by telephone or e-mail.
It is the Customer's responsibility to carefully and accurately assess his or her needs, to evaluate their suitability for the Products and Services ordered, to ensure that he or she has the particular skills required to use the Products and Services and, where applicable, that the configuration of his or her hardware meets the minimum requirements.
Software and computer products are never completely error-free, and in particular the software and files contained in the Products or Services.
The Customer is solely responsible for the use made of the Products or Services and in no event shall HALIFAX be liable in any way whatsoever for or in respect of the consequences of such use.
In no event shall HALIFAX be liable in any way whatsoever for the characteristics of the Products or Services published by its partners or for the consequences of the use of said Products or Services, for which it only acts as an intermediary distributor.
HALIFAX reserves the right to sub-contract the hosting, processing, distribution, billing or supply of all or part of the Products or Services. HALIFAX reserves the right to transfer the Customer's Subscription or contract to any third party without the Customer being entitled to terminate the Subscription or contract for this reason alone.
Access to the Halifax Sales AI platform, including its e-learning content, training tools, webinars, AI assistants and customized modules, is provided as part of a subscription or service specified in the sales proposal. Unless otherwise specified, the access period is twelve (12) months from account activation.
The Customer acknowledges that certain features of the platform or the Halifax services include the use of generative artificial intelligence tools (texts, images, videos, recommendations, etc.) The content generated in this way is provided for information purposes only and can in no way replace a professional human decision.
HALIFAX accepts no responsibility for the consequences of their use or interpretation. If the Customer uses AI avatar or virtual assistant personalization functionalities, the Customer remains solely responsible for the content, data and instructions provided in this context.HALIFAX exercises no editorial control over personas or dialogues generated from criteria defined by the Client and declines all responsibility in the event of use contrary to regulations or good professional practice.
HALIFAX undertakes to comply with its obligations under the General Data Protection Regulation (RGPD). All digital content made available (teaching aids, videos, replays, interactive resources) is strictly reserved for the Customer's internal use.
Any reproduction, redistribution or provision to third parties, in whole or in part, is prohibited without the prior written consent of HALIFAX.
The Contract may be terminated by HALIFAX ipso jure in the event of the Customer's failure to comply with all or part of its obligations under these General Terms and Conditions and/or the Special Terms and Conditions. Such termination shall be effected ipso jure without further formality other than a formal notice sent by registered letter with acknowledgement of receipt which has remained without effect for thirty (30) calendar days. The period of notice will commence on the date of first presentation of the said registered letter. In the event of termination by the Customer, the latter may not claim reimbursement of all or part of the sums already paid to HALIFAX for any reason whatsoever, nor may it withdraw from its commitment under the special conditions: any signed quotation or order form must be honoured in full.
The dates agreed with the customer are firmly reserved by our consultants. In addition to his commitment, for any signed quotation or order form, the Customer is also committed to the dates he reserves. If the client decides to temporarily interrupt or postpone the assignment entrusted to HALIFAX, he undertakes to inform HALIFAX in writing as soon as possible and to pay the fees and expenses due according to the following scale:
- Postponement or cancellation communicated at least 31 working days before the session: no compensation
- Postponement or cancellation communicated less than 30 working days and at least 11 working days before the session: 30% of the fees scheduled for the session in question will be invoiced to the client.
- Postponement or cancellation notified less than 10 working days before the session: 50% of the fees for the session in question will be billed to the customer.
The Customer acting as a professional is hereby informed and acknowledges that, in his capacity as a professional, he may not avail himself of the provisions of the French Consumer Code, in particular those relating to the right of withdrawal for consumers.
Similarly, if by virtue of article L 221-3 of the French Consumer Code :
- The Contract does not fall within the Customer's main field of activity, and
- The number of employees employed by the Customer is less than or equal to five (5),
The Customer is hereby informed and acknowledges that, in accordance with article L 221-28 of the French Consumer Code, by subscribing to the Product or Service and if the services entrusted by the Customer to HALIFAX are provided within a period shorter than the legal withdrawal period of 14 days from receipt of payment, at the time of confirmation of the Order, the Customer expressly waives his/her right of withdrawal.The Customer hereby acknowledges and expressly accepts that he/she has no right of withdrawal, irrespective of his/her field of activity or the number of employees.
Access to the Halifax Sales AI platform, including its e-learning content, training tools, webinars, AI assistants and customized modules, is provided as part of a subscription or service specified in the sales proposal. Unless otherwise specified, the access period is twelve (12) months from account activation.
The Customer acknowledges that certain features of the platform or the Halifax services include the use of generative artificial intelligence tools (texts, images, videos, recommendations, etc.) The content generated in this way is provided for information purposes only and can in no way replace a professional human decision.
HALIFAX accepts no responsibility for the consequences of their use or interpretation. If the Customer uses AI avatar or virtual assistant personalization functionalities, the Customer remains solely responsible for the content, data and instructions provided in this context.HALIFAX exercises no editorial control over personas or dialogues generated from criteria defined by the Client and declines all responsibility in the event of use contrary to regulations or good professional practice.
HALIFAX undertakes to comply with its obligations under the General Data Protection Regulation (RGPD). All digital content made available (teaching aids, videos, replays, interactive resources) is strictly reserved for the Customer's internal use.
Any reproduction, redistribution or provision to third parties, in whole or in part, is prohibited without the prior written consent of HALIFAX.
a. Prices
The prices of the Products and Services are indicated in the Special Conditions in euros, exclusive of tax. VAT is charged at the rate applicable at the time the Order is placed. All Orders, whatever their origin, are payable in euros.
b. Terms of payment for Services
The price of the Services must be paid by the Customer to HALIFAX in accordance with the terms and conditions set out in the Special Terms and Conditions.
Unless otherwise specified in the Special Terms and Conditions, the commencement of the assignment is conditional upon payment in cash of the deposit assessed on the basis of 25% of the total amount of the assignment, after which the Customer receives an invoice for the fees and expenses incurred at each stage of the assignment. In the particular case of split invoicing between several establishments for the same assignment, the contribution to administrative costs is 50 euros per invoice.Payment is due within 30 days net from date of invoice.VAT, at the current rate, is applicable to all our fees and expenses.Any payment not complying with the general terms and conditions of sale may be subject to a penalty for late payment, equal to three times the current legal interest rate (Law on the modernization of the economy 2008-776 of 04/08/08). In any event, sums paid in advance are not deposits. Any delay in payment, even partial, of a single invoice, automatically entails the forfeiture of the term of all invoices drawn up by HALIFAX on behalf of the Customer, which become immediately due and payable.
c) Late payment
In the event of late payment, in accordance with Article L 441-6 of the French Commercial Code, late payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 (ten) percentage points, as well as a flat-rate indemnity for collection costs of 40 (forty) euros, will be payable automatically and without the need for a reminder, without prejudice to HALIFAX's right to claim additional compensation to fully make good the loss suffered.Late payment may also lead to suspension of the Product or Service.
d. Retention of title
The transfer of ownership will be delayed until full and final payment of the Products, price and incidental expenses, it being understood that the Customer will bear all risks relating thereto from the time of delivery.
In the event of non-payment of the Products within the time limit set, and after formal notice has remained without effect, HALIFAX reserves the right to repossess the goods delivered, if necessary, by recourse to the summary proceedings judge. In the event of the Customer's receivership or compulsory liquidation, HALIFAX may, if it so wishes, avail itself of the provisions of article 121 of law no. 85-98 of January 25, 1985. It is expressly agreed that any Order implies acceptance of the present ownership clause.
The Parties undertake, by way of a confidentiality clause, for the entire duration of the Contract and without limitation of time after its expiry, for any reason whatsoever, to maintain the utmost confidentiality, by refraining from disclosing, or allowing to be disclosed by members of their staff, directly or indirectly, any information, knowledge or know-how of any kind whatsoever, including prices and, more generally, their operating procedures, to which they may have had access in connection with the performance of the Products or Services, except to a third party itself bound under the same conditions to keep confidential any document or information the disclosure of which to its benefit is necessary for the performance of the Products or Services.The above undertaking does not apply to documents, information, knowledge or know-how which are in the public domain or already in the possession of the Party concerned at the time of communication by the other Party, or the disclosure of which is made necessary by virtue of a specific regulation or an administrative or judicial injunction.
a. Liability
HALIFAX shall perform its obligations diligently and in accordance with the state of the art in its profession. In this respect, HALIFAX is only bound by an obligation of means in respect of all its obligations.
HALIFAX shall not be liable for any fault, negligence, omission or default on the part of the Customer, nor for any damage resulting from errors in documents or information supplied by the Customer.
HALIFAX shall not be held liable in any way whatsoever for any material, intangible or physical damage resulting from its intervention in respect of the Products or Services unless the Customer establishes a causal link between the alleged damage and a fault on the part of HALIFAX.In no event shall HALIFAX be liable for any indirect damages, including but not limited to loss of profits, commercial or financial loss, increase in overheads, consequences of third party claims, loss of sales, receivables, profits, gains or margins expected by the Customer, loss of goodwill, loss of opportunity, and in general any commercial or image loss or other loss or loss of profits. In any event, in the event of HALIFAX being held liable for any reason whatsoever, the total compensation payable by HALIFAX for any reason whatsoever shall not exceed the amount of the sale price of the Product or Service, excluding VAT.For Products or Services supplied online, HALIFAX cannot be held responsible for technical incidents that may occur on networks over which it has no control (telecommunications, electricity, internet or banking service providers or others). HALIFAX shall not be held liable in the event of force majeure in the general sense of the term or events beyond its control or which are not directly attributable to its fault, and in particular in the event of interruption and/or temporary unavailability of the networks providing access to the Products or online Services offered by HALIFAX.
b. INSURANCE
HALIFAX declares that it has taken out insurance with a reputable and solvent insurance company to cover all risks that may arise in the performance of its obligations under the Products or Services.
The Parties expressly agree that the Contract does not designate and may not be interpreted as designating one of the Parties as an agent, sales representative, legal representative or servant of the other Party, for any purpose whatsoever; nor does it constitute a joint venture or consortium or a partnership agreement.The Parties declare and acknowledge that they are and will remain, for the duration of the Contract, independent commercial and professional partners, each insuring the risks of its own activity.
Should any provision(s) of the GTCS be invalid or unenforceable by virtue of any law or regulation or by virtue of any court decision or arbitration award, the remaining articles shall remain in full force and effect and the GTCS shall be amended accordingly.
The Parties agree to exclude the application of article 1195 of the French Civil Code.
Waiver: The fact that one of the Parties does not avail itself of one or more of the provisions of the Contract does not imply waiver of the right to avail itself of the Contract as a whole. Tolerance: The fact that one of the Parties tolerates non-performance or imperfect performance of the Contract or, more generally, tolerates any act, abstention or omission by the other Party that does not comply with the provisions of this Contract shall not confer any right whatsoever on the Party that benefits from such tolerance.
In the event of any dispute between the Parties relating to the interpretation, validity, performance or termination of the Contract, the GTS or the Special Conditions, they undertake to make every effort to reach an amicable agreement. If within eight (8) days following the sending of the e-mail or registered letter with acknowledgement of receipt, the Parties have not reached an agreement, the dispute will fall within the exclusive jurisdiction of the VERSAILLES COMMERCIAL COURT, including in the event of multiple plaintiffs, summary proceedings or warranty.