General conditions
General conditions
GENERAL CONDITIONS FOR SPECIFIC AXIALYS SERVICES - December 2007
Article 1: FOREWORD
1. The present General Conditions, which form an integral part of the Contractual Documents, define the rights and obligations of the parties regarding the provisioning of the Service by Axialys and the use of said Service by the Client.
2. The Service provided is defined and identified in the Commercial Proposal, hereafter known as the "Particular Conditions".
Article 2: ACCEPTANCE
1. The Client recognizes that it had examined the present General Conditions prior to the signing of the Particular Conditions.
2. The Client expressly recognizes that the signing of the Particular Conditions by one of its representatives constitutes express and full acceptance of the Contractual Documents, including the present General Conditions.
3. The acceptance by the Client of the present General Conditions, as well as the Particular Conditions regarding the Service chosen by the Client, is irrevocable once said signing of the Particular Conditions has occurred, and attests to the compliance of the Particular Conditions with its own expressed needs. The Client recognizes that it has received from Axialys all information needed for its agreement.
4. The General Conditions override and replace all of the exchanges that took place between the parties prior to the signing of the Particular Conditions regarding the Services chosen by the Client.
Article 3: DEFINITIONS
- 1. The terms listed below will have the following definitions for the Parties:
- AXIALYS: provider of the Service given under the Contractual Documents.
- Client: artificial and/or natural person benefiting from the Service and using said Service exclusively for professional purposes.
- Parties: collectively refers to Axialys and the Client.
- Service: All services defined in the Particular Conditions.
- Optional Service: Services described in the Particular Conditions and accepted by the Client.
- Particular Conditions: Commercial proposal by Axialys that describes the supplies and the services it is providing in response to the Client's specific needs, the testing and approval conditions, the associated prices, and any options offered and accepted by the Client.
Article 4: EFFECTIVE DATE
1. The Contractual Documents become effective once the Particular Conditions are signed by the Client, said signature constituting irrevocable acceptance of the present General Conditions, which must occur before the expiration of the validity date of the Particular Conditions.
2. It is stated that the Service enters effect beginning with the implementation of the Conditions set forth in the article: Implementing the service
Article 5: DURATION
1. The Contractual Documents, except when modified with regard to Pricing Conditions, remain valid throughout the duration of the use of the Service.
2. Unless specified in the Particular Emissions, the Service and the Contractual Documents are agreed to for a period of 24 months beginning on the date when the Particular Conditions are signed by the Client, regardless of the Service's implementation date.
3. At the end of this initial period, and in the absence of a cancellation notice addressed by either of the parties to the other by registered letter with delivery confirmation 3 months before the anniversary date of the signing of the Particular Conditions, the Service and the Contractual Documents shall be renewed by tacit agreement for a period of 12 months.
Article 6: CONTRACTUAL DOCUMENTS
- 1. Contractual relations between Axialys and the Client are governed by the Contractual Documents, going in decreasing order of rank:
- The Particular Conditions,
- The following documents listed in the Particular Conditions, in particular:
- The Service's description,
- The Service's pricing conditions. - The present General Conditions.
2. If there is any contradiction between one or more measures found in any one of the Contractual Documents above, the next-highest document shall prevail.
3. Besides and except for the provisions regarding the price of the Service, all changes that will, if need be, be made to the provisions of the Contractual Documents must come in the form of a rider hand-signed by the Parties' duly authorized representatives.
Article 7: SERVICE
1. The Service is governed by the present General Conditions, and by all of the Contractual Documents.
2. The Service is described in the Particular Conditions and in its appendices.
3. The Client recognizes that it has examined, prior to the acceptance of the Particular Conditions, and prior to the acceptance of the Contractual Documents, all information regarding the service and all of the elements that make it up.
4. On this occasion, the Client was able to assess the entire Service and its components, and to check that said Service matches its needs, without Axialys being held liable in any way if the Client were to notice that the Service it has chosen under its own control, management, and responsibility in some way is inadequate for its needs, and that the ethical recommendations set forth in the CTA and CST, which the Client has examined, have been violated.
5. The Client, prior to choosing the Service, recognizes that it has had the option to receive a commercial proposal dealing with the service, to examine said Service, or has been able to view demonstrations.
6. The Client recognizes that the Service will be used in direct connection with its professional business, regardless of the Client's structure and legal form. The Client under all circumstances waives its right to request that the French Law of Consumption be applied.
7. The Contractual Documents only deal with the supplying and use of the Service by the Client, except for any purchase and/or sale of equipment regarding the use of the Service. The Client is responsible for verifying, prior to accepting the Contractual Documents, that it has the infrastructure and/or computing equipment and/or telecommunications equipment needed to use the Service, all of the costs related to said equipment and/or infrastructure being the sole responsibility of the Client.
8. The Client expressly recognizes that each of the Services to which it has subscribed independent of one another, so that it cannot observe any indivisibility between the entirety of the Services, each of said Services being governed by General Conditions and specific Particular Conditions
9. The Client assumes sole responsibility for using the Service in direct relationship with its professional activity, it being specified that Axialys may not be held criminally or civilly liable due to the use of the service, in accordance with the provisions of the French Code des Postes et des Communications Electroniques.
10. The Client is not permitted to alter or transfer any rights to the Surface.
Article 8: IMPLEMENTING THE SERVICE
1. The Service is implemented using the process defined below.
2. Client Chooses the Service: the Client chooses the Service under its own direction and responsibility, and recognizes that it has had the opportunity to examine all of the elements that make up the Service, particularly by downloading all of the available information from Axialys' websites.
3. Particular Conditions: the Client is responsible for completing and signing the Particular Conditions specific to each of the Services and sending said Particular Conditions to Axialys by mail. In particular, as a reminder, the signing of the Particular Conditions by any one of the Client's representatives irrevocably binds the Client.
4. Acceptance by Axialys: It is expressly agreed between the Parties that the Service may only be implemented by the express agreement of Axialys, said agreement coming in the form of the sending of an e-mail from Axialys to the Client's designated representative, whose e-mail address will be found in the Particular Conditions.
Article 9: ACTIVATING THE SERVICE
1. At the end of the production by Axialys of the Client's specific Service in accordance with the terms and deadlines defined in the Particular Conditions, Axialys shall send a handover e-mail to the client's representative.
2. Depending on the Particular Conditions, a specific service test phase will begin in accordance with the terms defined in the Particular Conditions.
3. At the end of the test period, Axialys sends the Client's representative an e-mail notification of the Service's activation.
4. The Client is responsible for carrying out the specific Service's tests and activating the Service in response to the electronic messages that will be transmitted to it by Axialys and kept by it on its computer equipment.
5. The date and time when the e-mails saved by Axialys were transmitted are evidence under the conditions set forth in the present General Conditions.
6. The Client's representative is responsible, after communicating the logins and password used to activate the Service, for activating said Service and changing its logins and password if need be.
7. If the logins/password are lost and/or destroyed, the Client is responsible for informing Axialys of this immediately by a registered letter with delivery confirmation. Axialys shall assign it a new login/password, which the Client shall be responsible for making secure under its own control and responsibility.
8. Acceptance of the Service is considered final once an e-mail notification of the Service's activation has been sent by Axialys to the Client, and under any circumstances, if the Client remains silent for a period of eight (8) days beginning from the aforementioned notification.
Article 10: SERVICE TRACKING
1. The Client recognizes that it has all the means used to track changes in the Service in terms of consumption and traffic.
2. Axialys has the ability to transmit to the Client a document tracking the Service's consumption depending on the type of Service chosen by the Client.
3. If there is a major change in the consumption of the Service, Axialys shall take pains to inform the Client of this by an e-mail designated: "alert message" so that the Client can assess its conditions of use.
4. If the Client has chosen a Service that results in its receiving payments, it is expressly agreed and accepted by the Client that any invoices sent by the Client to Axialys may only occur after notification by Axialys by e-mail of an invoice request containing the amounts to be billed.
Article 11: AVAILABILITY OF THE SERVICE
1. It is recognized by the Client that Axialys cannot ensure the continuous uninterrupted availability of the Service, given its characteristics and the means of Electronic/Telecom communications that it requires, accessibility to said Service not being dependent in any way on the sole, particularly technical, responsibility of Axialys.
2. The Client recognizes that has been informed of the existence of backup solutions implemented by Axialys, however, which are used to ensure that it has maximum accessibility to the Service, and under all circumstances, of the equipment under Axialys' responsibility.
3. Axialys reserves the right to suspend the availability of the Service in a limited and temporary fashion for reasons of maintenance. In this situation, Axialys shall inform the Client of this by e-mail with eight days' prior notice, the duration of the suspension being limited to the duration of the maintenance operations.
4. The Client is responsible for informing Axialys of any change in traffic in terms of volume, the accessibility of the Service depending on the entirety of the communications and calls handled by Axialys.
5. Notwithstanding the provisions of the previous paragraph, the Client agrees to offer Axialys every two months a plan schedule mentioning the change in its traffic per Territorial Zone or "TZ" in 3 months. If Axialys cannot handle all or some of the increase in traffic requested by the Client, Axialys shall inform the Client of this within fifteen (15) days beginning from the receipt of the schedule. Axialys may not be held responsible for any changes in the quality of the Service if the forecasts provided by the Client are exceeded by 10%. If the Client does not provide a forecast schedule, Axialys shall decide the maximum capacity made available for each TZ, based on the Client's call log statistics set forth in the recent past.
Article 12: CHANGE IN THE SERVICE
1. Axialys reserves the right to propose a change in the Service chosen by the Client during the duration of the Contractual Documents. Changes in the Service proposed free of charge are directly accessible by the Client with no restrictions. If the pricing conditions of the Service change in the Client chooses to accept this, a rider to the Particular Conditions shall be agreed to between the Parties.
Article 13: FINANCIAL CONDITIONS
1. The prices set forth in the appendix of the Particular Conditions are before taxes, and are subject to the taxes in force, including the VAT in effect on the day of billing.
2. The price of carrying out the specific Services described in the Particular Conditions and results, unless otherwise stated in said Particular Conditions, in a debt payable on the day of the signing of the Particular Conditions, intermediate invoices, and if applicable, a final invoice addressed to the Client on the day of the notification e-mail of the Service's activation
3. Afterward, the price of the Service includes a fixed portion and a variable portion. The fixed portion set forth in the Particular Conditions is firm and final for the entire initial period. The variable portion may be modified during the duration of the Contractual Documents depending on change the market (minute prices, etc.) and changes to the Connection Catalog.
4. The Client recognizes that it has examined the Connection Catalogue published by ARCEP and/or is capable of examining it and being informed that any change to this Catalog shall be reflected in the Service's prices.
5. The Client, depending on the Service chosen, agrees to assume the subscription fees of the Audiotex call numbers and others belonging to Axialys and devoted to the Client.
6. The invoices are issued monthly by Axialys beginning on the Service's handover notification date, if applicable on prorata temporis basis for the first month.
7. Notwithstanding the concept of monthly billing, Axialys reserves the right to send intermediate invoices once the amount indicated in the Particular Conditions has been reached, with regard to consumption of the Service by the Client. These intermediate invoices result in an automatic withdrawal. Axialys reserves the right, if the consumption of the Service is less than the amount set forth in the Particular Conditions, to group together invoices.
8. The invoices are payable by automatic withdrawal under the conditions set forth in the Particular Conditions and on the day they are sent.
9. Except for invoices regarding the price of the specific Service, the invoices include a fixed portion payable in advance at the start of the month and a variable portion payable in arrears. The first invoice, in principle, only includes a fixed portion.
10. If there is any failure or delay, whether in whole or in part, in the paying by the due date mentioned on Axialys' invoices, the Client shall by operation of law incur post-maturity interest equal to one and a half times the statutory interest rate, without prejudice to Axialys' right to suspend the availability and use of the Service until full payment has been received for the amounts owed, the Client additionally owing the amounts yet to be billed for the fixed portion of the Service until the anniversary date of the signing of the Particular Conditions.
11. The Client may not modify and/or delay the terms of payment found in Axialys' invoices.
12. The Client may not exercise any right of retention whatsoever on the amount of the price owed at the planned deadlines. The sale, transfer, pledging or transfer to a corporation of all or some of its business or equipment by the Client, as with the default in payment or non-acceptance of one of the sums when it falls due, permit Axialys, without prejudice to any other rights or actions, to suspend any delivery or service until full payment. The amounts owed then immediately fall due.
13. In the event that a security deposit is requested of the Client depending on the Service chosen by it, the amount of said deposit is set in the Particular Conditions. The Deposit shall be returned to the Client at the end of the usage of the Service, with the understanding that said deposit may not be used to pay for the amounts owed by the Clients to Axialys for using the Service.
14. If, based on the Service chosen by the Client, the Client were to benefit, via Axialys, from payments for the purposes of the consumption of the Service by third parties, and the Client owes amounts to Axialys, the Parties agreed to Axialys is permitted to conventional compensation between their respective debts.
15. It is agreed that Axialys shall not send any invoice request to the Client, and should not be required to pay any payment, if, on a monthly basis, the amount of the payment is less than 5 (five) euros before taxes. Additionally, amounts not billed by the Client for the payout remain permanently vested with Axialys if Axialys has not received an invoice from the Client within 18 months after each invoice request.
16 Axialys reserves the right to alter the variable price of the Service. If so, Axialys shall inform the Client of this by registered letter with delivery confirmation. If the Client agrees in writing, or if the Service is used in accordance with the new pricing conditions, it is agreed between the parties that the new price shall apply to the Service. If the Client refuses in a registered letter with delivery confirmation, Axialys has the right to terminate the Contractual Documents by registered letter with delivery confirmation, without this termination entitling the Client to any compensation.
17. Le service, fourni par AXIALYS, peut bénéficier d’options souscrites par le Client dans les conditions Particulières.
17 a - Suivi du trafic : Les éléments de consolidation du trafic sont mis à disposition du Client sur un site Internet (interface http) accessible avec un navigateur de pages web standard. Les informations de trafic du numéro du Client sont disponibles après saisie de mots de passe confidentiels remis à la mise en service du numéro. Le Client est seul responsable de la diffusion des mots de passe auprès de ses collaborateurs ou à des tiers. Les mots de passe du Client peuvent être modifiés par AXIALYS sur simple demande. Si le Client dispose de plusieurs numéros d’appel, le trafic de l’ensemble des numéros d’appel du Client est mis à disposition sur le même accès.
AXIALYS consolide les éléments de volume de trafic des numéros générant des reversements avec une franchise de six secondes par appel. Selon l’option souscrite dans les Conditions Particulières, les éléments de volume de trafic peuvent être transmis au Client sous forme de fichier transmis en pièce jointe sur un email désigné par le Client sous sa propre responsabilité. Les données de base mises à disposition le sont en temps différé (les données du jour sont fournies le premier jour ouvrable suivant), elles regroupent le nombre d’appels et la durée des appels par numéro et par jour. La nature et le format des données sont susceptibles d’évoluer sans préavis au Client.
17 b - Autres options : AXIALYS peut mettre à disposition du Client d’autres options permettant de répondre à des besoins spécifiques. Ces options sont définies dans les Conditions Particulières et peuvent aussi faire l’objet d’annexes aux Conditions Particulières.
Article 14: CLIENT'S OBLIGATIONS
1. The Client, when using the Service, agrees to not use or suggest the representation of illegal activities, and as a result, to not harm the image of the Telecom carrier, that of the suppliers of telematic services, that of Axialys or that of third parties.
2. The Client agrees to avoid all risks of confusion between itself, the Telecom carrier(s), and Axialys within the provided Service.
3. The Service must be identified at the start of messages.
4. The Client agrees to not provide the public with messages of a violent or pornographic nature, messages whose nature may be such as to harm human rights or dignity, the equality of men and women, and the protection of children and adolescents.
5. The Client agrees to not put messages on the Service encouraging suicide, the committing of crimes or misdemeanours or incitement to consume illegal substances, or calling for discrimination, racial hatred, or violence.
6. The Client may none use the Service in order to generate so-called "abnormal traffic", which is constituted either by content that is contrary to the provisions hereof, either by a calling rate from a reduced number of calling numbers, to one or more numbers, greater than 1000 calls per day or 3000 calls over a period of 7 consecutive days. Under these circumstances, Axialys shall inform the Client and reserves the right to suspend the availability of the Service and any payments to the Client. The Client is responsible for justifying the use of the Service to Axialys in accordance with the provisions hereof.
7. The Client recognizes that it may be held liable for information or messages made available to the public at a given time, and particularly messages, information, and lists of classified advertisements. Consequently, the Client agrees to constantly monitor the information made available to the public on its services so as to eliminate, prior to their distribution, messages that could violate the laws and regulations in force.
Article 15: Axialys' OBLIGATIONS
1. Axialys guarantees the compliance of the Service with the Contractual Documents and agrees to have the Service comply with applicable standards and trade practices in the field of telecommunications.
Article 16: LICENCE
1. Axialys grants and consents to the Client for the entire duration of the Contractual Documents a personal, non-exclusive, non-transferable right to use the Service, including the Client's specific Service, depending on the Client's own conditions set forth in the Particular Conditions.
2. The Client is responsible for informing Axialys immediately by a registered letter with delivery confirmation of any changes in the use of the Service. Axialys reserves the right in this situation to change the Service's financial conditions.
Article 17: PEACEFUL ENJOYMENT
1. Axialys shall indemnify and hold harmless the Client from any action brought by third parties during the use of the Service for violating their intellectual property rights on the elements that make up the Service.
2. If a case were to be brought against the Client, the Client must inform Axialys of this immediately. Axialys shall ensure the defence of the Client and shall bear responsibility for any sentences that are ultimately handed down.
- 3. Axialys has the ability to end claims by third parties:
- either by providing, at its own expense, an element equivalent to the element covered by the rights infringement action.
- or by obtaining, at its own expense, the right to continue to use said element.
Article 18: LIABILITY
1. It is expressly agreed between the parties that Axialys shall execute the contractual obligations for which is responsible in accordance with the provisions of the Contractual Documents, in the course of due diligence, and the uses and regulations of its profession, and trade practices.
2. In the event that either of the Parties were to be held liable, they agree that only the direct damages shall be remunerated, and that in particular, the loss of profits, loss of income, financial fees, destruction of data, harm to brand image, etc. constitute indirect damage that shall not be remunerated.
3. Additionally, it is agreed between the Parties that each of the Parties' right to remuneration is limited, all amounts included, to the total of the amounts paid by the Client during the last 12 months prior to the events that had caused either of the Parties to be held liable.
4. By express revision to the provisions of the preceding paragraph of the present article, each Party's right to remuneration is limited, up to the day of the Service's activation notification e-mail, to the amount of the performance of the specific Service set forth in the Particular Conditions.
5. It is expressly agreed between the Parties that any restitution declared by any legal body and/or authority for the use of the Service and its content by the Client remains solely the responsibility of the Client.
6. The Client is responsible, if need be, depending on the nature of the Service chosen by it, to contact the French authorities regarding the Conditions for using the Service and particularly examining the ethical recommendations regarding the Telematic Service published by the French High Council of Telematics.
Article 19: TERMINATION
1. If Axialys were to fail to perform any of its contractual obligations, the Clients may, thirty (30) calendar days after having formally notified Axialys to perform its obligations in a registered letter with delivery confirmation that remained unaddressed, legally terminate the Contractual Documents, without prejudice to all material damages. Furthermore, if within thirty (30) calendar days following said period, the Client has not implemented the settlement procedure and/or filed a motion before the competent authorities, it is deemed to have waived its claim and its action, overriding the provisions of the "Non-Waive" article hereof.
2. If the Client fails to perform any one of its contractual obligations, Axialys may, thirty (30) days after having formally notified Axialys to perform its obligations in a registered letter with delivery confirmation that remained unaddressed, terminate the Contractual Documents by operation of law, without prejudice to any material damages.
3. If the present clause is jeopardized by the Client's wrongdoing, the Client must pay Axialys for all of the Services performed and/or used on the termination date, whether they were received or not, notwithstanding Axialys' right to request compensation for damages.
Article 20: INSURANCE
1. The parties, each for their own respective activities, state that they have been insured with an insurance company of good reputation established in France.
Article 21: FORCE MAJEURE
1. The parties agree that initially, events of force majeure shall suspend the performance of their mutual obligations.
2. If the situations of force majeure persist for more than one (1) month, the contractual documents shall be terminated by operation of law, without the right to compensation of any sort by each of the parties.
3. Situations of force majeure normally considered as such by French courts are expressly assumed to be so.
4. Under any circumstances, the parties agree to do their utmost, depending on the situations of force majeure, to reduce the impact of said situations of force majeure on the progress and execution of the Contractual Documents, and shall keep one another informed of the actions implemented.
Article 22: BRAND
1. The Client agrees to not use, harm, or allude to the corporate names or brands and logos of Axialys without its prior, express, written authorization.
2. The Client allows Axialys to include its corporate name as a commercial reference for the duration of the Contractual Documents.
Article 23: INDEPENDENCE OF THE PARTIES
1. The Contractual Documents are agreed to between independent parties. None of their provisions may be interpreted as giving the other party power or mandate to act in the name of the other party, or as constituting any association or corporation between the parties.
Article 24: SUB-CONTRACTING
1. Axialys has the ability to subcontract all or some of its work needed to provide the Service.
2. If there is any sub-contracting, Axialys remains responsible to the Client for the subcontractor's failure to meet these obligations.
Article 25: CONFIDENTIALITY
1. The provisions of the Contractual Documents are confidential.
2. Each of the parties agrees to ensure the same level of protection and confidentiality for the other party's documents, both written and digital, as for its own documents, both written and digital.
3. The provisions hereof do not apply to documents, both written and digital, in the public domain, and/or those declared by one of the parties to be non-confidential.
Article 26: TRANSFERS
1. The Contractual Documents may not be transferred in whole or in part by each of the parties without the other's approval.
Article 27: INTERPRETATION
1. The provisions of the Contractual Documents shall be interpreted with respect to one another and in the parties' own interests.
Article 28: TITLES AND CLAUSES
1. If there are any difficulties interpreting any of the titles of the clauses and/or one of the titles and one of the its clauses, the parties agree to hold the titles to be non-existent.
Article 29: COMPLETENESS
1. The provisions of the contractual documents express the entirety of the Parties' respective obligations.
2. No other obligation may incorporate the contractual documents, in the absence of a rider agreed to between each of the parties' duly appointed representatives.
Article 30: VALIDITY.
1. The parties expressly agree that if as a result of a final legal decision, or a legal or regulatory change, one of the provisions of the Contractual Documents were to be declared null or inapplicable, this situation will not affect the other provisions of the Contractual Documents.
2. If so, the parties agree to meet to analyze the impact of this situation with respect to their respective obligations and the subject of the Contractual Documents in order to continue their relations.
Article 31: NON-WAIVER.
1. The parties expressly agree that a decision not to invoke a contractual failure does not constitute a waiver on invoking it in the future.
Article 32: LANGUAGE.
1. The parties expressly agree that the language that governs the contractual Documents is the French language.
Article 33: LAW.
1. The Contractual Documents are governed by French law in their entirety.
Article 34: LEGAL CHANGE.
1. The Client is informed that the Service may be changed or modified, including pricing, if there are any legal or regulatory changes that occur during the duration of the Contractual Documents. These changes shall apply to the Service under the conditions set forth in said changes.
Article 35: COMPUTING AND FREEDOMS
1. The Client is fully responsible for abiding by the French law on "Computing, Files, and Freedoms" of 4 January 1978 and its amendments, when using the Service, and therefore Axialys may not be held liable under this law.
Article 36: UNFORESEEN CIRCUMSTANCES.
1. If the economic circumstances change during the duration of the Contractual Documents from the circumstances during the activation of the Service, independent of the intervention of the Parties and not including situations of force majeure, the Parties agree that the Service may be temporarily suspended, the Parties agree to meet to take into account these new circumstances and to study their consequences with regard to the Service and the continuation of its use.
Article 37: DOMICILE
1. The parties choose their respective headquarters as their domicile.
2. Each of the parties, in the event its headquarters changes, agrees to notify the other party by registered letter with delivery confirmation at least one (1) month prior to the actual date of the change.
Article 38: PROOF AND NOTIFICATION.
1. The parties expressly agree that in order to be valid, all the notifications must be made to the other's domicile address, and by a printed registered letter with delivery confirmation.
2. The parties expressly agree that electronic or digital documents shall act as evidence to one another, provided that they are established under conditions that make it possible to identify their author and guarantee their integrity, and that they are saved under reasonable security conditions.
3. The parties, however, expressly agreed to limit the use and transmission of electronic and/or digital documents to exchanging information among themselves.
4. In the event of any conflict between documents, writings, data, or information in hard copy, and documents, writings, data, or information on electronic or digital media, only the documents, writings, data, or information in hard copy shall prevail.
Article 39: SETTLEMENT PROCEDURE
1. In the event of difficulties in executing and/or interpreting the contractual documents, and prior to motions being filed before competent authorities, the parties agree to attempt to approach one another by each designating one member of their "general management".
2. The parties' representatives must meet on the initiative of the first party to convene them, and no later, barring agreement on an earlier time, than fifteen (15) days beginning from the meeting request.
3. Under these circumstances, these representatives shall create an agenda for this meeting, and if need be for the following meetings, so that their dispute can be resolved.
4.In the event of an agreement, the parties shall sign a confidential agreement protocol and/or a rider to the Contractual Documents.
5. In the absence of an agreement between the parties, each one shall regain full freedom of action.
Article 40: ASSIGNING AUTHORITY
1. IF THERE ARE ANY DIFFICULTIES EXECUTING AND/OR INTERPRETING THE CONTRACTUAL DOCUMENTS, AND AFTER THE FAILURE OF THE SETTLEMENT PROCEDURE, EXPRESS AUTHORITY IS GRANTED TO THE TRIBUNAL OF COMMERCE OF NANTERRE, NOTWITHSTANDING A CLASS-ACTION OR THIRD-PARTY COMPLAINT, INCLUDING FOR EMERGENCY OR CONSERVATORY PROCEDURES, APPEAL PROCEDURES, OR ON REQUEST.
FEVAD
