General terms and conditions

Last updated on: 09/2022

These general terms and conditions for the provision of services and any associated order forms and service contracts (hereinafter the “General Terms and Conditions”) together define the terms of your relationship as a user of the services (hereinafter the “Customer”) with Cléophée, an EURL with capital of 5,000 euros, registered with the Nanterre Trade and Companies Register under number 809 914 468 and whose registered office is located at 138 bd Berthier, 75017 PARIS (hereinafter “Cléophée”).

The Customer and Cléophée are hereinafter collectively referred to as the “Parties”.
Cléophée is a stewardship services company providing administrative services and advice to its Customers with the aim of facilitating the management of daily life, either directly for interventions that do not require any particular qualification, or through the intermediary of third-party professionals that it puts directly in contact with the Customer (hereinafter the “Providers”).

In this case, Cléophée acts as an intermediary between the Customer and the Service Providers.

Article 1 : Purpose
The purpose of the Terms and Conditions is to define the rights and obligations of the Parties in the context of the services provided by Cléophée, which may be offered on an “à la carte” basis or on a “package” basis in the form of a subscription for the duration agreed between the Parties (hereinafter the “Services”). Cléophée and the Customer agree that the General Terms and Conditions exclusively govern their relationship, to the exclusion of any other document exchanged between the Parties (including brochures and/or advertising distributed by Cléophée).
All orders placed with Cléophée must be sent by post and/or email and imply the Customer's unreserved acceptance of the General Terms and Conditions.

Article 2 : Provision of Services
The Services are available to companies and individuals. The General Terms and Conditions only apply to Services provided by Cléophée.
When the Customer is put in contact with a Service Provider, it is the Customer's responsibility to find out about the Service Provider's terms and conditions, and in particular the conditions under which the Service will be provided by the Service Provider, and to expressly accept them if the Customer wishes to benefit from them.
The Services are provided at the address indicated by the Customer to Cléophée. The Customer undertakes to ensure that this address is accurate. Cléophée and/or the Service Provider will be invoiced for any wasted journey due to an incorrect or incomplete address.

Article 3: Cléophée's obligations
Cléophée undertakes to carry out the Services within the allotted time.
The Services may consist of the direct intervention of Cléophée under the conditions defined in the General Terms and Conditions, or of putting the Customer in contact with a Service Provider capable of providing the requested Services.
Cléophée's commitments constitute an obligation of means under the terms of which the Services will be performed in strict compliance with the professional rules in use and in accordance with the General Terms and Conditions.

Article 4: Intervention by the Service Providers
When Cléophée is unable to provide the Services directly to the Customer, it acts as an intermediary and represents the Customer to the Service Providers.
In this context, Cléophée will only assign Service Providers with the skills required to perform the Services in accordance with its quality standards.

Article 5 : Customer's obligations
The Customer undertakes to do everything in its power to enable Cléophée and the Service Providers to perform the Services and to pay the agreed price within the allotted time.
The Customer undertakes to provide the Service Provider, upon request, with the detailed information and complete, clear and accurate documents required to perform the Services, in good time. The Service Provider is not required to verify the completeness or accuracy of such information or documents.
If the Customer decides to appoint an intermediary in its relations with Cléophée, this intermediary must have the power to bind the Customer, be able to take decisions within the allotted time after having received the necessary hierarchical agreements, be available for any request from Cléophée and/or the Service Provider, and this for the entire duration of the performance of the Services.
The Customer undertakes to inform Cléophée and the Service Provider as soon as possible of any difficulty relating to the performance of the Services.
The Customer shall ensure that Cléophée and the Service Provider have access to the place(s) where the Services are to be performed on the dates agreed between the Parties.

Article 6: Duration and termination
A la carte” Services are one-off services which extend over the duration agreed between the Parties. As soon as the Service begins, the Customer is committed for the entire duration of the Service, with no possibility of termination.
Services subscribed to on a lump-sum basis are, unless expressly agreed otherwise between the Parties, for a period of twelve (12) months.
Termination of a fixed-price Service is effected one (1) month prior to the anniversary date of the contract concluded between the Parties, by registered letter with acknowledgement of receipt. Failing this, the said Service will be tacitly renewed for the same duration.
In the event of a serious breach of any of its obligations by one of the parties, the defaulting party may terminate the Service, immediately and by operation of law, if the said breach has not been remedied within thirty (30) days of the sending, by the party claiming the breach, of a registered letter with acknowledgement of receipt.

Article 7 : Payment terms
All à la carte Services ordered and not cancelled at least seven (7) working days before the agreed start date are due and must be paid for in full by the Customer.
Any Package Service that has not been cancelled one (1) month before the anniversary date of the contract is due, and must be paid for in full by the Customer, until the contract expires.
Payment is made on receipt of the invoice by the Customer, or on the date agreed between the Parties, by cheque or bank transfer. If Service Providers are called upon to carry out the Services, the Customer shall pay said Service Providers directly in accordance with their usual terms and conditions.
The invoices issued correspond to the Services provided and to the disbursements (e.g.: travel, subsistence and accommodation expenses as well as any other expenses incurred for the performance of the Services) incurred by provision and as and when they are performed. Unless otherwise agreed, invoices are issued monthly. VAT at the rate applicable on the date of issue of the invoice is added, where applicable, to the price of the Services and disbursements.
In the event of late payment, Cléophée reserves the right to take legal action against the Customer to obtain payment, with the payment of an indemnity equal to fifteen percent (15%) of the sums due, in addition to legal interest and any legal costs. In the event of non-payment by the Customer of its subscription on the agreed due dates, Cléophée may terminate the subscription contract without being liable for any compensation whatsoever. Delays or other unforeseen problems, which are beyond the control of Cléophée and/or the Service Provider, may result in additional fees which may be invoiced separately. Cléophée undertakes to inform the Customer of any such delays and/or problems as soon as they occur, so that the consequences can be assessed with the Customer.
The Customer is aware that his responsiveness to requests from Cléophée and/or the Service Providers, and his cooperation, are essential for the proper performance of the Services. If the Customer does not allow Cléophée to carry out the Services, no reimbursement may be demanded.
Cléophée reserves the right to modify its prices at any time and undertakes to provide the Customer with any new price schedule. This new price list will only be applicable to Services ordered by the Customer after its notification.

Article 8: Protection of personal data
Cléophée, in its capacity as data controller, may collect personal data belonging to the Customer on its own behalf. The personal data collected by Cléophée is as follows;
Identification data: when making contact, the Customer's surname, first name, telephone number, e-mail address and postal address may be recorded;
Economic and financial data: bank account numbers (RIB) may be collected for the purpose of billing the Customer for Services.

Personal data collected by Cléophée is used (i) to carry out the Services requested by the Customer, (ii) to put the Customer in contact with the Service Providers, (iii) to manage requests for the right of access, rectification, deletion, limitation, opposition and portability of the data of persons concerned by the processing, and (iv) to invoice the Services and manage any outstanding payments and disputes. br> This processing relates to the performance of the contract entered into with the Customer, or the performance of pre-contractual measures taken at the Customer's request. Personal data is collected directly from the person concerned (i) via the contact form on the Cléophée website, (ii) by telephone or (iii) subsequently when using the services. All personal data communicated by the Customer to Cléophée are strictly confidential and are necessary for the provision of the Services. In this respect, it is specified that the Customer's refusal to communicate its data is likely to prevent or compromise the proper performance of the contract by Cléophée and/or its Service Providers.
Except at the request or with the express consent of the Customer and in strict compliance with the Customer's instructions, Cléophée will not process any personal data other than that described in this article, nor will it transfer any data outside the European Union.
In order to provide the Services to the Customer, Cléophée may call upon the services of Service Providers. The Customer acknowledges and accepts that the personal data required to perform the Services may be transmitted to any Service Provider used by Cléophée to provide the Services. Cléophée and the authorized personnel of any Service Providers are the sole recipients of the data.
Furthermore, in certain specific circumstances, Cléophée may be required to disclose the Customer's personal data when required to do so by the judicial and/or administrative authorities. The data collected is kept for the duration of the contractual relationship between the Customer and Cléophée, and is deleted within 3 years of the end of the relationship.
Customers may at any time exercise their right to access, rectify and delete their personal data. They may also request the portability of their data, as well as the limitation of processing, or object on legitimate grounds. To exercise any of these rights, customers should contact Cléophée by post at the following address:

• 138 bd Berthier, 75017 PARIS,
• or by email to contact@cleophee.eu
• providing proof of identity.

The Customer also has the right to lodge a complaint with the personal data protection authority of his/her place of residence if this is a member state of the European Union, or with the Cnil, in the event of dissatisfaction with the way in which his/her data is processed by Cléophée.

Article 9 Intellectual property
The “Cléophée” brand is a registered trademark over which Cléophée has exclusive exploitation rights. Consequently, any total or partial reproduction, modification, use or affixing of the trademark without the express prior consent of Cléophée is strictly forbidden.
The same applies to any combination or conjunction with any other trademark, symbol, logotype or, more generally, any distinctive sign intended to form a composite logo.
ll content (texts, translations, images, photographs, computer graphics, advertising, etc.) made available to the Customer, in particular via the https://cleophee.eu website (hereinafter referred to as the “Site”) and brochures, and more generally all or part of the Site, whatever the language, are protected by intellectual property rights. The conclusion of a service contract, and more generally the provision of the Services to the Customer, does not entail any transfer of intellectual property rights to the Customer.

Article 10 Customer documents
Cléophée shall retain the original documents provided to it, and shall return them to the Customer upon request. All documents, data or information supplied by the Customer shall remain its property. Cléophée will keep a copy of only those documents necessary for the performance of the Services. Working documents prepared by Cléophée in the course of the Services remain the property of Cléophée and are covered by professional secrecy.

Article 11: Independence - Legality of Services
In the event that a conflict of interest or a problem of independence should arise during the performance of the Services, Cléophée will immediately inform the Customer and will seek with him the solution best suited to the situation. In particular, if a change in regulations or professional standards prohibits Cléophée from continuing the Services, it will make available to the Customer the results of the Services as well as all documents necessary for their completion, including its documents as they stand, in order to facilitate their continuation by a third party.
Requests addressed to Cléophée must respect the legal and ethical framework. In the event of non-compliance, Cléophée reserves the right to refuse the request. Cléophée will not process any request that contravenes the law in force in the country of execution or that is contrary to good morals.

Article 12 : Liability
When Cléophée directly provides the Services, it is only bound by an obligation of means and subject to the Customer's compliance with its own obligations.
When processing requests sent by the Customer, Cléophée acts only as an intermediary between the Customer and the Service Providers.
Cléophée cannot be held responsible for any errors originating from the Customer. Cléophée cannot be held responsible for its recommendations regarding the choice of Service Providers. Cléophée reserves the right to cancel or refuse orders from a Customer, in particular if there is a dispute with the Customer. Furthermore, Cléophée shall not be held liable in the following cases: (i) as a result of the failure or deficiency of a product or service, the supply or delivery of which is not the responsibility of Cléophée or any of its Providers, (ii) for facts and/or data which do not fall within the scope of the Services, and/or which are not an extension thereof, and (iii) in the event of use of the results of the Services for a purpose or in a context different from that in which it was provided, of erroneous implementation of the recommendations or failure to take into account Cléophée's reservations.

Article 13: Force majeure
Cléophée may not be held liable in the event of delay or suspension of the performance of the Services attributable to a case of force majeure, as defined in article 1218 of the French Civil Code.
Cases of force majeure include natural disasters, catastrophes (e.g. flood, fire), internal or national strikes, wars and riots.
Cléophée undertakes to inform the Customer without delay of its temporary or definitive inability to perform the Services.
Performance of the Services shall be suspended for the duration of the case of force majeure. Delay or suspension of the performance of the Services due to unforeseeable and irresistible events beyond Cléophée's control shall not render Cléophée liable to the Customer for failure to perform its obligations, nor lead to the payment of damages or penalties for delay.
It is expressly understood that any suspension of the performance of the Services for more than thirty (30) days will be considered as a definitive impossibility of providing the requested Services to the Customer, unless otherwise agreed by the Parties.
As soon as the case of force majeure ceases to exist, the Parties will make every effort to resume performance of the Services as soon as possible. If the impediment is definitive, the General Terms and Conditions shall be terminated ipso jure thirty (30) days after dispatch of a registered letter with acknowledgement of receipt by the most diligent party.

Article 14: Transferability – Subcontracting
The Service Provider reserves the right to assign all or part of the performance of the Services to third parties meeting the same quality requirements.
If the Service requires special technical skills, Cléophée will inform the Customer of the possibility of subcontracting part of the Service. The subcontractor will then act under the sole responsibility of Cléophée and will undertake to keep confidential all information of which it becomes aware in the course of the Services.

Article 15: Partial invalidity
If one or more stipulations of the General Terms and Conditions are invalidated or declared null and void in application of a law, regulation or following a final decision by a competent court, the validity or enforceability of the other stipulations shall not be affected.

Article 16 : Non-waiver
The fact that one of the Parties does not avail itself of a breach by the other Party of any of the obligations referred to in the General Terms and Conditions shall not be interpreted for the future as a waiver of the obligation in question.

Article 17: Title
In the event of any difficulty of interpretation between any of the titles appearing at the head of the clauses, and any of the clauses, it is expressly understood that the clauses shall prevail.

Article 18: Applicable law and jurisdiction
The General Terms and Conditions are governed by French law.
The Parties undertake to seek an amicable solution to any dispute arising from the performance of the Services. In the absence of an amicable solution, any dispute relating to the interpretation, performance or termination of the General Terms and Conditions shall fall within the exclusive jurisdiction of the Courts within the jurisdiction of the Paris Court of Appeal.