General Terms and Conditions of Sale (T&Cs)
Article 1 - Definitions
“T&Cs” refers to these general terms and conditions of sale.
“Circul’R” refers to the company Circul’R, a simplified joint-stock company with variable capital, having its registered office at 15 rue de Milan - 75009 Paris, registered with the Trade and Companies Register under number
824 557 RCS Paris.
“Client” refers to any individual or legal entity bound to perform the Contract.
“Specific Terms” refers to the document specifying the Services the Client wishes to purchase from Circul’R, as well as their price and, where applicable, their terms of execution. This document may take
in the form of an order form or a quote issued by Circul’R.
“Contract” refers to the contractual agreement formed by the Specific Terms and
the T&Cs.
“Deliverables” refers to any report, document, or other items specifically created or developed by Circul’R for the exclusive use of the Client within the framework of the Services.
“Parties” refers to Circul’R and the Client.
“Service(s)” refers to any service or intellectual work that Circul’R may provide to the Client, as specified in Article 2.1.
Article 2 - General Provisions
2.1 Purpose and Scope of the General Terms and Conditions
The purpose of these General Terms and Conditions is to define the terms and conditions of the services provided by Circul’R, namely (i) training on the circular economy, through the organization of conferences, digital training, or engagement workshops, (ii) the organization of meetings between companies, large groups, startups, eco-organizations, and institutions regarding the circular economy (the "Club"), and (iii) consulting services related to the circular economy.
The Client’s subscription to Circul’R’s Services or the signing of the Specific Terms implies full and unreserved acceptance of these General Terms and Conditions.
The Specific Terms shall prevail over the General Terms and Conditions. Any modification to the Specific Terms must be made via an amendment duly signed by the Parties.
In order to reflect updates to its services, Circul’R reserves the right to modify the provisions of these General Terms and Conditions at any time.
2.2 Effective Date of the Contract - Duration
The Contract shall enter into force on the date of signature or acceptance of the Specific Terms by the Client or, if earlier, on the date the Services commence. Subject to terms and conditions that expressly or implicitly survive the expiration or termination of the Contract, the latter shall remain in effect for the entire duration of the Services provided for in the Specific Terms, with such duration being subject to extension or modification by the express, written, and prior agreement of the Parties.
2.3 Deliverables
Subject to full payment of the sums due to Circul’R for the Services and the provisions of Article 2.4 below, the Deliverables shall be the property of the Client. It is specified that Circul’R may reuse the Deliverables provided that the Client’s Confidential Information is handled in accordance with Article 2.5 below.
No person or entity other than the Client may use or rely on the Deliverables, the Services, or any recommendation made by Circul’R.
The Client shall hold Circul’R harmless or indemnify it against all damages, losses, harm, costs, or claims (including reasonable attorney’s fees) resulting from (i) any use by a third party of the Deliverables, Services, or recommendations from Circul’R, (ii) any use by the Client
Deliverables, Services, or recommendations from Circul’R under conditions other than those specifically authorized in the Contract, and (iii) the Client’s failure to comply with the terms of the Contract.
2.4 Intellectual Property
Notwithstanding any provision to the contrary:
a) all processes, methods, management tools, manuals, software, databases, concepts, ideas, inventions, or know-how (whether or not protectable by intellectual property law), developed, created, or acquired by Circul’R or its third-party suppliers prior to the provision of the Services, during the latter, or in any other way ("Protected Elements"), are and shall remain the exclusive property of Circul’R or its third-party suppliers, and b) the Client shall not have or acquire any rights to the Protected Elements other than a non-exclusive right to use, for its internal use only, the Protected Elements included in the Deliverables.
2.5 Confidentiality
The Client and Circul’R undertake to keep confidential the Specific Terms and Conditions as well as all documents and information concerning the other Party (including information communicated by third parties), of any nature whatsoever, to which they may have had access during the provision of the Services ("Confidential Information"), unless authorized in writing by the other Party.
This clause shall not apply to information that is in the public domain, that was known to one of the Parties prior to the provision of the Services, or whose disclosure is required by law or in the context of audit procedures.
The Parties shall take all necessary measures with their personnel to ensure the secrecy and confidentiality of all Confidential Information.
2.6 Cooperation
The Client is required to cooperate with Circul’R and provide it in a timely manner with the data, information, documents, and other elements necessary for the performance of the Services.
Furthermore, the Client must ensure that its employees, subcontractors, or third parties under its responsibility comply with the schedule set out in the Specific Terms and Conditions.
The Client must notify Circul’R without delay of any event likely to impact the Services, the schedule, or the fees, as soon as they become aware of such an event.
2.7 Invoicing of Services
Fees for the Services are stated exclusive of expenses and VAT.
Any travel and accommodation expenses incurred by Circul’R in the performance of the Services will be itemized and invoiced to the Client. The Client may obtain copies of expense receipts upon request.
Fees will be increased by VAT at the rate in effect on the date of invoicing. Unless otherwise agreed between the Parties, invoices are payable by the Client via bank transfer within a maximum period of thirty (30) days from their date of issue by Circul’R.
In accordance with Article L.441-6 of the French Commercial Code, any amount not paid by the due date will incur late payment interest at a rate equal to three times the current legal interest rate, without the need for a reminder, as well as a fixed indemnity for recovery costs of forty (40) euros, without prejudice to any damages and interest that may be claimed by Circul’R due to the late payment.
2.8 Termination of the contract
In the event of a contractual breach by the Client of any of its obligations under the Contract, Circul’R shall have the right to terminate the contract automatically and without any formality, fifteen (15) clear days after notification of a formal notice sent by registered letter with acknowledgment of receipt that has remained totally or partially unsuccessful, unless the contractual breach results from a force majeure event as defined by Article 1218 of the Civil Code and interpreted as such by case law. The exercise of this right of termination by Circul’R does not exempt the Client from fulfilling the obligations imposed upon it under the contract until the effective date of the contract's termination.
2.9 Limitation of liability
Circul’R may be held liable for direct damages suffered by the Client that are the immediate consequence of a breach or fault by Circul’R in the performance of the Services, limited, for the entire duration of the Services, to the total amount paid by the Client to Circul’R for the Services performed under the Contract.
Circul’R shall not be held liable for any indirect losses or damages, such as loss of profit, commercial prejudice, loss of business, delays, loss of clientele, operating losses, or others suffered by the Client or any person or entity related to the Client. Furthermore, Circul’R shall not be liable for damages and losses resulting from the communication, by the Client or any third party, of false, misleading, or incomplete information.
Notwithstanding the foregoing, Circul’R’s liability for any claims arising from or related to the Contract shall only be incurred provided that the Client notifies its claim no later than three (3) months after it became aware (or should reasonably have become aware) of Circul’R’s failure to fulfill its contractual obligations.
The Client agrees to take all necessary measures to avoid or mitigate any loss it may suffer due to Circul’R’s failure to fulfill its commitments. Failing this, the amount of any compensation potentially owed by Circul’R shall be reduced by the amount of the losses that could have been avoided or mitigated by the Client.
2.10 Non-solicitation of personnel
Throughout the duration of the Services and for a period of one (1) year following the date of termination of the Services, for any reason whatsoever, the Client agrees not to, directly or indirectly:
a) contract or enter into a relationship (in any capacity whatsoever) with any former or current Circul’R employee who is involved, or has been involved within the previous year, in the performance of the Services, or
b) solicit, encourage, or persuade any Circul’R employee who is involved, or has been involved within the previous year, in the performance of the Services, to resign from their position at Circul’R.
In the event that the Client fails to comply with this obligation, it agrees to pay Circul’R an indemnity equal to the gross salary and wages that the employee in question received during the six months preceding their departure.
2.11 Transfers
Neither Party may transfer all or part of its rights and obligations under the Contract without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
2.12 Notifications
Any correspondence or notification sent by the Client to Circul’R under the Contract shall be deemed to have been validly sent if delivered by hand or sent by (i) email or (ii) registered letter with acknowledgment of receipt to the following addresses:
electronic mail of the Circul’R contact person mentioned in the Specific Terms and Conditions;
b) by registered letter with acknowledgment of receipt, to the registered office of Circul’R, or to any other address subsequently indicated in writing, for the attention of Mr. Raphaël Masvigner.
2.13 Governing law and jurisdiction
The contract is governed by and interpreted in accordance with French law. In the event of a dispute, the parties agree to make every effort to reach an amicable settlement. Failing this, any dispute or claim relating to the conclusion, validity, interpretation, performance, and/or termination of the contract shall be submitted to the exclusive jurisdiction of the Paris Commercial Court, even in the event of multiple defendants or third-party claims.
Article 3: Specific provisions for each of the services provided by Circul’R
3.1 Specific provisions for the circular economy training service
The circular economy training service can be provided by Circul’R either in person, at a location to be determined with the Client, or remotely, using digital tools.
This Service may be provided, at Circul’R's discretion, by:
- the leader(s) of Circul’R's training division; and/or
- other Circul’R employees.
The circular economy training service is remunerated by a flat fee, the amount of which is freely set by Circul’R prior to the start of the training.
Circul’R's fees for digital training are calculated based on the number of logins/access codes ordered by the Client.
The Circul’R invoice is sent to the Client before the start of the training, and it is the Client's responsibility to pay said invoice under the conditions referred to in Article 2.7 above.
3.2 Specific provisions for the "Club" service
The "Club" Service is subject to an annual membership fee determined based on the annual turnover generated by the Client during the financial year preceding the signing of the Specific Terms and Conditions. The amount of the membership fee may be subject to an upward revision by Circul’R at the beginning of each calendar year.
Various "Clubs" exist in different cities across France. Before paying the membership fee, the Client must choose the "Club" in the city they wish to join.
The membership fee for the "Club" service must be paid under the conditions referred to in Article 2.7 above. Circul’R may deny the Client access to an event
"Club" if the annual membership fee has not been paid by the Client before said event.
This Service may be provided, at Circul’R's discretion, by:
- the leader(s) of the Circul’R "Club" division; and/or
- other Circul’R employees.
"Club" service events will be held at locations whose addresses will be communicated to the Client in advance.
Members of a city's "Club" may not, without prior written agreement from Circul’R, participate in events organized as part of another city's "Club".
3.3 Specific provisions for the "consulting missions" service
The Circul’R circular economy consulting service may be provided by Circul’R through:
- the leader(s) of the Circul’R consulting division; and/or
- other Circul’R employees.
This Service is subject to a fee determined based on the number of working days to be performed by Circul’R employees for the execution of the mission.
The amount of the daily fees is determined based on the skill level and seniority of the Circul’R employees in charge of executing the consulting mission.
Circul’R and the Client shall determine, prior to the start of the mission, an estimated fee based on the number of working days estimated for the execution of the mission by the various Circul’R employees.
In the event that the execution of the Circul’R consulting mission requires more than 10% more working days than the estimated number of working days, the final fee to be paid by the Client will correspond to the number of actual working days performed by Circul’R employees for the execution of the mission.
The Circul’R mission will be subject to a deposit invoice sent to the Client, payable under the conditions referred to in Article 2.7 above. This deposit invoice will be determined based on the fee estimated at the start of the mission.
The specifications for the Circul’R mission shall be mutually agreed upon by Circul’R and the Client prior to the start of the mission.
Payment of the deposit invoice by the Client constitutes acceptance of the Circul’R mission specifications.