Terms & Conditions
CHO DIGITAL is a French société à responsabilité limitée à associé unique (limited company with a single shareholder) with a share capital of 1,000 Euros, registered in the Annecy Trade and Companies Register under number 845 149 574, with its registered office at 5 rue de l’Industrie – 74000 ANNECY, represented by Émilie Dériano, its Managing Director.
Article 1 – SCOPE OF APPLICATION
These general terms and conditions govern the relationship between the Service Provider and any professional customer acting within the scope of its business activity, with regard to all services rendered in the following fields: administrative support services, management and organization services, secretarial services and general management assistance, and more generally, the entire range of on-site and remote services marketed by the Service Provider.
In particular, the General Terms and Conditions set out the conditions of purchase, payment and performance of the Services ordered by the Customer. The Customer is invited to refer to the description of each service in the Service Provider’s catalog on the https://chodigital.agency website in order to learn more about its characteristics.
Placing an order for a Service implies the Customer’s prior acceptance, without restriction or reservation, of the General Terms and Conditions, which the Customer declares to have read and understood, and their application to any agreement relating to the Service Provider’s commitment, with which they form an indivisible whole. Our General Terms and Conditions are updated every year on January 1st and can be consulted on our website: https://chodigital.agency
The General Terms and Conditions are applicable notwithstanding any stipulation to the contrary in any documents issued by the Customer, and in particular in its general terms and conditions of purchase.
The General Conditions are applicable subject to any stipulation to the contrary contained in the accepted quotation or special conditions agreed between the Service Provider and the Customer.
Article 2 – SERVICE CHARACTERISTICS
The price and essential characteristics of each Service are described on the https://chodigital.agency website published by the Service Provider or its suppliers. These descriptions may include indications, photographs and graphics which are provided for illustrative purposes only and may be modified/updated by the Service Provider. The fact that the Service Provider presents Services in its catalog does not constitute an obligation to market them, in particular in the event of the unavailability of its CHO DIGITAL Intervenants or the impossibility of marketing said Services, for whatever reason.
Intervenants CHO DIGITAL mainly offer global administrative support services dedicated to VSEs, SMEs, associations, self-employed professionals and in particular all administrative and management assistance work, organizational and IT assistance falling within the range of services offered by Intervenants CHO DIGITAL as described on its site.
Services may be provided on-site or remotely, or a combination of both, depending on the Customer’s wishes and the assessment of its specific needs. These services are rendered to the Customer with the intervention of a Member of the CHO DIGITAL Network who has entered into a partnership agreement with CHO DIGITAL and has skills and experience in the areas of CHO DIGITAL Services.
CHO DIGITAL offers a range of optional services on request, including HR and financial audits, as well as various business management tools (on request): cash management and forecasting software, dashboards, electronic document management.
These optional services are invoiced separately and may be suspended or interrupted at the initiative of either party, independently of the provision of the main Service.
Article 3 – ORDERS
Any Customer wishing to place an order with the Service Provider must sign a quotation which acts as an order form and summarizes, in particular, the essential characteristics of the Service(s) ordered, the total price, the terms of payment, the indicative time or duration of implementation, any special conditions relating to the start of the assignment and an order tracking number.
Confirmation of the order takes place as soon as the Customer accepts and signs the quotation, by sending it by e-mail, accompanied by the completed and signed Sepa mandate, the order thus becoming firm and definitive. By accepting the order, the customer acknowledges having read our General Terms and Conditions, which are attached to the quotation or can be consulted on our website.
No order may be modified or cancelled without prior written agreement between the Service Provider and the Customer.
In the event of cancellation by the Customer of a confirmed order, for any reason whatsoever, and without prejudice to any additional damages, a sum corresponding to 50% of the total price excluding taxes of the Services will be due to the Service Provider and invoiced to the Customer.
Article 4 – RATE CONDITIONS
Except in the case of special express conditions specific to the Services ordered, the prices of the Services are those shown in the catalog and price list on the day the order is placed. Prices are, at this date, firm and definitive. CHO DOGITAL reserves the right to modify prices at any time.
Article 5 – PERFORMANCE OF SERVICES
The Services provided by CHO DIGITAL Intervenors are those agreed in the accepted quote.
Any modification to the Services initially requested by the Customer may entail a price revision if a new service is added and/or if the level of competence of this service is different. In this case, a new commercial proposal will be sent to the Customer by amendment to the initial agreement.
Except in the case of special express conditions specific to the Services specified in the quotation, the Services are performed at the place and on the dates indicated by the Customer at the time of the order. The contractual deadline is automatically suspended in the event of the occurrence of any event beyond the control of CHO DIGITAL and resulting in a delay in the performance of the Service.
CHO DIGITAL will only carry out the Services within the contractual timeframe if the Customer fulfils all of its obligations and in particular its obligation to pay CHO DIGITAL for the Services.
CHO DIGITAL undertakes to provide the Services in accordance with the terms of the accepted quotation and any special conditions that may have been agreed, and in this context to provide the Customer with the tools and equipment necessary for the proper performance of the Service.
The Services are provided on the dates and at the times agreed with the Customer and the CHO DIGITAL Contractor and formalized in a contract that is deemed to have come into force upon signature of the quotation. Any on-site intervention by a CHO DIGITAL representative within the framework of the Service ordered is for a minimum duration of three hours.
If the customer indicates in writing to the Service Provider that he is not satisfied with the services provided by the CHO DIGITAL service provider presented to him when the contract comes into force, CHO DIGITAL undertakes to provide a new CHO DIGITAL service provider, up to a limit of one replacement. This replacement commitment is also. Applicable in the event of absence or illness of the CHO DIGITAL consultant for more than 7 days.
CHO DIGITAL undertakes to use its best efforts to perform the Services in accordance with the best practices of the profession and with a constant concern for quality of service.
Article 6 – OBLIGATIONS OF THE CUSTOMER
Before placing an order, the Customer must read the General Terms and Conditions. Prior to placing an order, the Customer ensures that the Services are likely to meet his/her expectations, in particular by consulting the documents describing the said Services and the https://chodigital.agency website.
The Customer shall define precisely the nature and scope of the Services required of CHO DIGITAL. It is obliged to provide all documents and information necessary for the proper execution of the Services. The Customer shall transmit instructions and operational guidelines directly to CHO DIGITAL in a timely manner.
Payment is due for all Services ordered and performed. In the event that the Customer is not satisfied with the completed Service, a complaint is admissible if it is notified to CHO DIGITAL by telephone and confirmed by e-mail at the latest within seven calendar days following the service. Any dispute arising outside this period will not be taken into consideration and may not give rise to a unilateral suspension of payment of the hours declared by the Client to CHO DIGITAL.
If the Customer wishes to cancel or postpone a planned intervention, he/she must inform the CHO DIGITAL Intervenor in writing at least 48 hours before the start date of the initially planned Service. In the event of the customer’s absence during an intervention during which his presence was scheduled (on site or remotely), the Service will be considered cancelled due to the customer’s fault, after a 15-minute waiting period.
As a general rule, if the CHO DIGITAL Intervenor, at the start time agreed with the Customer, finds that he is unable to complete his assignment due to the Customer, the price of the Service is due.
The Client undertakes to provide CHO DIGITAL with a quiet and functional location for the proper performance of the Service. The Client also undertakes to carry out only those elements of the Service defined with CHO DIGITAL in the quotation/order form exclusively within the contractual framework defined with CHO DIGITAL, except with the prior agreement of the Service Provider. In particular, the Customer will not ask CHO DIGITAL to perform data entry or bookkeeping services, which are reserved for chartered accountants, or to perform handling or manual repair services.
The customer is advised that the CHO DIGITAL consultant is contractually bound to respect the strictest rules of confidentiality and ethics in the context of his or her assignments.
The Client acknowledges that the CHO DIGITAL consultant has contractually undertaken not to accept any direct or indirect contractual relationship with the Client of CHO DIGITAL during the term of the contract concluded between CHO DIGITAL and the Client and at the end of the latter for a period of twelve (12) months, unless expressly agreed otherwise by CHO DIGITAL.
Likewise, the Client agrees not to engage or attempt to engage, directly or through an intermediary, the CHO DIGITAL Intervenor(s) outside the framework of the performance of the contract with CHO DIGITAL, during the term of the Service and for a period of twelve (12) months following its completion, unless CHO DIGITAL expressly agrees to waive this condition.
In the event that this condition is breached, CHO DIGITAL reserves the right to invoice the client, on a one-off basis, as damages, a lump sum equivalent to five (5) times the average invoicing for the last three (3) months of Services performed with the assistance of the CHO DIGITAL Intervenor concerned.
Article 7 – CONDITIONS OF INVOICING AND PAYMENT
At the end of each month, CHO DIGITAL draws up an invoice and sends it to the customer, based on the Services performed and declared by the CHO DIGITAL service provider. Services are invoiced at the rate in force on the date the estimate is drawn up. This rate is subject to change at any time, particularly in the event of changes in legislation. CHO DIGITAL undertakes to inform the Customer of any price increase at least one month before it comes into force.
Payment for the Service is made exclusively by direct debit to the account whose details have been communicated to CHO DIGITAL by the Customer. After the invoice is sent on the 30th of the month, the direct debit will be issued between the 1st and 5th of each month, for the Services performed the previous month. Where applicable, the Customer undertakes to notify CHO DIGITAL of any changes to his bank details. Failing this, the Customer will be debited with the costs incurred by the return of unpaid bills due to a change of direct debit.
Under no circumstances may payments due to CHO DIGITAL be suspended or be subject to any reduction or compensation without prior written agreement from CHO DIGITAL, even in the case of an invoice dispute upon receipt.
Any unilateral suspension, deduction or set-off by the Customer will be treated as a default in payment and will entail all the consequences of late payment.
Any payment made to CHO DIGITAL will be deducted from the sums due for any reason whatsoever, starting with those due the earliest. In the event of early payment by the customer, no discount will be applied.
It is expressly agreed that the Customer is validly put in default of payment by the mere payability of the obligation, in accordance with the provisions of article 1344 of the French Civil Code.
Any delay in payment on the due date will result in the application to the Customer of
- The legal fixed indemnity for collection costs, in accordance with article L. 441-6 of the French Commercial Code;
- Any additional costs required to collect the debt;
- Non-dischargeable late payment interest at a rate equal to five (5) times the current legal interest rate, calculated in days from the first day of delay on the invoice due date until the day of actual payment.
In addition, CHO DIGITAL may:
- Demand immediate payment of all sums due in respect of all Services, such sums becoming immediately due and payable regardless of their initial due date;
- Refuse all new orders or require cash payment for all new orders
or a guarantee for the proper performance of commitments ;
- Reduce, suspend or cancel outstanding Services,
The Service Provider shall be entitled to set off, ipso jure and without formalities, any sums it may owe against the Customer’s debts to the Service Provider, whether or not the conditions for legal set-off have been met.
Article 8 – SERVICE SUPPLIER’S LIABILITY
Unless otherwise agreed, all Services entrusted to CHO DIGITAL are subject to an obligation of means.
CHO DIGITAL will use its best endeavors to perform the Services within the deadlines agreed with the Customer. However, in the event of delays in the transmission of information, inaccurate or incomplete data or information transmitted, or delays or contradictions in the Customer’s instructions, or in the event of changes in the Customer’s requests or the occurrence of difficulties not attributable to the Service Provider, CHO DIGITAL shall not be held liable for any consequences related to failure to meet the schedule.
The Customer guarantees the authenticity of the documents and the accuracy of the information transmitted. Consequently, CHO DIGITAL cannot be held responsible for documents communicated by the Customer that prove to be inaccurate or not in conformity with the originals, nor for Services based on such documents.
CHO DIGITAL takes every precaution to ensure the security of its computer transmissions. Consequently, CHO DIGITAL cannot be held responsible for any breach of security:
- Damage resulting from computer malicious acts affecting programs, software, packages, settings, data and computer systems;
- Viruses or computer infections.
CHO DIGITAL may not be held liable in the event of non-performance of its obligations attributable to the customer, to the unforeseeable and insurmountable act of a third party to the contract, or to a case of force majeure within the meaning of article 1218 of the French Civil Code, including, but not limited to, unforeseeable events such as strikes, work stoppages, social unrest, factory closures, floods, fires, production or transport failures not caused by the Service Provider’s own actions, supply disruptions, wars, riots, insurrections and, more generally, any circumstance or event preventing the Service Provider from properly performing its obligations.
CHO DIGITAL shall not be liable for any indirect or consequential loss, such as financial loss, loss of opportunity, loss of profit, loss of contract, loss of order, loss of customers, operating loss, commercial loss or disturbance or loss of image, which may result from the performance of non-conforming or defective Services or the failure to deliver deliverables.
CHO DIGITAL cannot be held responsible for non-compliance with the legislation of a country other than France if the Customer places an order for a Service from another country.
In any event, CHO DIGITAL’s liability, if any, shall in no case exceed the amount of the price of the Service paid by the Customer.
In accordance with the provisions of article 2254 of the French Civil Code, any legal action by a Customer against the Service Provider is time-barred at the end of a period of one (1) year following the date on which the Customer knew or is presumed to have known of the harmful event.
CHO DIGITAL declares that it benefits from Professional Civil Liability insurance (bodily injury, material and immaterial). Any claim, in order to be taken into account by the aforementioned insurance, must be immediately declared in writing by the customer and confirmed by registered letter at the latest within 48 hours of its occurrence.
Article 9 – DURATION
Contracts between CHO DIGITAL and the Customer have the duration specifically agreed between them in the accepted and signed quotation, according to the latter’s specifications.
Article 10 – SUSPENSION / TERMINATION
In the event of non-performance by the Client of any of its contractual obligations, including those set out in the General Terms and Conditions, and in particular its obligation to pay the agreed price, CHO DIGITAL will ask the Client to remedy the breach and may suspend the provision of the Service until full payment of the sums due, without the Client being able to claim any restitution or reduction of the price in this respect.
If the Customer fails to comply with any of its contractual obligations, including those set out in the General Terms and Conditions, 3H18 may terminate the contract, thirty (30) days after a formal notice, sent by registered letter or e-mail, to put an end to the breach, which has not been followed up.
If the customer wishes to suspend or terminate his assignment with CHO DIGITAL, for whatever reason, he must notify CHO DIGITAL and his consultant in writing by e-mail 15 days before the desired termination date. All hours worked by the Consultant up to the official termination date will be invoiced and payable by the customer.
Article 11 – ASSIGNMENT AND SUBCONTRACTING
3H18 may assign its rights under the contract with the customer to a third party for any reason and in any form whatsoever, in particular in the context of a transfer of its business or company. CHO DIGITAL may entrust a third party with the performance of all or part of its contractual obligations.
Article 12 – PROCESSING OF PERSONAL DATA
The terms “personal data”, “data subject”, “processor” “subsequent processor”, “processing”, “transfer”, “supervisory authority”, “request to exercise rights” mentioned in this article each have the meaning given to them by the EU Regulation) No. 2016/679 of April 27, 2016 on data protection (the “GDPR”).
In addition, the data collected concerning the Customer himself may be used within the framework of the management of commercial relations in order to establish statistics, to carry out market research and to enable the Service Provider to improve and personalize the Products.
The term “Legislation relating to the protection of personal data” refers to applicable legislative and regulatory provisions relating to the protection of Personal Data, designating in particular the Data Protection Act no. 78-17 of January 6, 1978 as amended by Act no. 2018-493 of June 20, 2018 and the RGPD.
With regard to the collection and/or processing and communication of Personal Data, the Service Provider and the Customer shall comply, each insofar as it is concerned, with the Legislation relating to the protection of Personal Data.
12.1 Personal data transmitted by the Customer as part of the Service
The customer is the only person entitled to authorize the processing of personal data collected in the course of his or her professional activity, and is solely responsible for the protection of such data. He/she is responsible for the security of his/her personal data.
If the data transmitted for the purposes of the Service includes personal data, the Customer guarantees that it has informed the natural persons concerned of the use made of said personal data.
In this respect, the Customer guarantees the Service Provider against any recourse, complaint or claim from an individual whose personal data may be processed as part of the Service. This data is processed and stored in conditions designed to ensure its security, and is kept for the time strictly necessary to achieve the aforementioned purposes. Beyond this period, it will be kept exclusively for statistical purposes and will not be used in any way whatsoever.
This data may also be stored for security and conservation purposes, in order to comply with the legal and regulatory obligations to which the Service Provider is subject.
The Service Provider undertakes to implement technical and organizational security measures to guarantee the security, integrity and confidentiality of all personal data, in order to prevent such data from being distorted, damaged or accessed by unauthorized third parties.
However, as no security measure is infallible, the Service Provider cannot guarantee absolute security for the Customer’s personal data.
The Service Provider undertakes never to share the Customer’s personal data with third-party companies for marketing and/or commercial purposes without the Customer’s prior consent.
However, the Service Provider may disclose the Customer’s personal data to administrative or judicial authorities where disclosure is necessary for the identification, apprehension or prosecution of any individual prejudicial to the rights of the Service Provider, any other customer or any third party. Finally, the Service Provider may be legally obliged to disclose the Customer’s personal data, and may not object to such disclosure.
In accordance with the RGPD, the Customer has a right of access, rectification and deletion of personal data concerning him, which he may exercise directly with the Provider by contacting him by electronic or postal means as follows, enclosing a copy of an identity document with his request.
In addition, within the limits laid down by law, the Customer also has the right to object to processing, to limit it, to decide on the post-mortem fate of his data, to withdraw his consent at any time and the right to portability of the personal data provided.
The Customer is solely responsible for the quality, lawfulness and relevance of the personal data transmitted for the purposes of the Service. The Service Provider shall therefore not be held liable in the event of non-compliance of the Personal Data, its collection and processing with the Legislation relating to the protection of Personal Data or any other equivalent binding rule.
The Service Provider, acting exclusively as a “subcontractor” within the meaning of the Personal Data Protection Legislation, undertakes to process personal data exclusively on behalf of the Customer in accordance with the Customer’s written instructions. The Service Provider shall inform the Customer without delay if such instructions infringe personal data protection legislation.
The Service Provider may not process or use in any way the personal data entrusted to it by the Customer outside the performance of the Service.
The Service Provider undertakes to ensure that any person authorized to process personal data, including CHO DIGITAL Intervenors, undertakes to respect the confidentiality of said personal data.
As part of the Service, personal data may be collected by the companies responsible for managing, executing and processing payment transactions.
12.2 Customer’s personal data
Article 13 – MODIFICATION OF GENERAL CONDITIONS
CHO DIGITAL reserves the right to modify the General Conditions, subject to informing the customer by individual notification. Existing contracts will then be subject to the modified General Conditions.
Any order resulting from a modification to the General Terms and Conditions will imply acceptance by each Customer of the new version of the General Terms and Conditions, which will be communicated to them.
Article 14 – PRIVACY
In the context of their contractual relationship, CHO DIGITAL and the Customer may become aware of or receive confidential information, documents and/or data concerning the other party. As a result, each party undertakes, both on its own behalf and on behalf of its employees for whom it acts as guarantor, to maintain the strict confidentiality of all information, documents and/or confidential data of any nature relating to the results, activity or clientele of the other party or any information received or obtained from a party within the framework of the established contractual relationship.
This confidentiality undertaking shall apply both during the term of their contractual relationship and for a period expiring two (2) years after the end of their contractual relationship.
Article 15 – NOTIFICATIONS
Any written notification between CHO DIGITAL and the Customer will be valid if it is sent by hand-delivered letter or by bearer against delivery receipt, by registered mail with acknowledgement of receipt, or by electronic mail (except in the case of termination of the contract), addressed to the address of the party concerned, each party electing domicile at its registered office.
Any change in a party’s contact details must be notified to the other party in the manner specified above.
Notifications sent by hand or by bearer will be presumed to have been made on the date of delivery to the addressee, as attested by the delivery receipt. Notifications made by registered mail with acknowledgement of receipt will be presumed to have been made on the date of their first presentation at the addressee’s address. Notifications made by e-mail will be presumed to have been made on the date the e-mail is sent.
Article 16 – AUTONOMY AND ABSENCE OF WAIVER
If any of the stipulations of the General Terms and Conditions should be declared null and void or inapplicable for any reason whatsoever in application of a law, regulation or following a final court decision, it shall be deemed unwritten and the other stipulations shall remain in force.
If the Service Provider temporarily or permanently refrains from invoking one or more of the provisions of the General Terms and Conditions, this shall not constitute a waiver of its right to do so.
Article 17 – APPLICABLE LAW / LANGUAGE
The contracts between CHO DIGITAL and the Customer, governed in particular by the General Conditions, are subject to French law to the exclusion of all others.
In the event of the General Terms and Conditions being drafted in several languages or translated, the French version shall prevail.
Article 18 – DISPUTES
Any disputes that may arise in connection with the contractual relationship between the Customer and the Service Provider shall be resolved as amicably as possible.
In the absence of an amicable settlement within one (1) month from the date of referral by one of the parties, any dispute will be submitted to the Annecy Commercial Court.