GENERAL TERMS AND CONDITIONS

Zanteris, a French corporation registered with the Trade and Company Register of Grenoble under number 902 841 543, having its registered office at 9 rue Lachenal, 38500 Voiron, France (“Zanteris”).

1. CONTRACTUAL DOCUMENTS

The agreement is formed by the following presented contractual documents in order hierarchical lessening (the “Contract”):

  • Specific terms and conditions, if any
  • A quote
  • These General Terms and Conditions (“GTC”)

The Contract constitutes the entire agreement between the Parties and supersede all previous and contemporaneous communications, representations, understandings or agreements with respect to the subject matter hereof.

It governs any sale concluded between Zanteris and a professional client (“Client”).

The agreement upholds that the Contract constitutes the basis of the commercial relationship in accordance with Article L.441.1 of the French Commercial Code.  No alteration or addition shall be opposable to Zanteris. Order of Services (as defined hereafter) implies full and unconditional acceptance of these GTC.

Zanteris reserves the right to modify these GTC at any time at its sole discretion. However, the Client will be bound by the GTC in force at the time of its Services purchase.

 

2. ORDER

2.1. An order becomes final after its formalisation and acceptance by the Parties, materialized by the signature of the associated quote.

Any order shall mention the reference, designation, quantity, unit price and total price of the ordered Services.

The order expresses the Client’s irrevocable consent.

2.2. In case the Client wishes to modify the quote, in whole or in part, the Client shall submit a written request to Zanteris detailing the proposed change(s). No modification shall be made by the Client without the express prior written consent of Zanteris.

 

3. SERVICES

Zanteris may offer to the Client the following services (“Services”):

  • Clinical Operations management in the field of clinical research,
  • Clinical Operations outsourcing in the field of clinical research,
  • Project management training and coaching,
  • Strategic training and coaching,
  • Consulting services in the field of clinical research.

The Service(s) purchased by the Client shall be specified and detailed in the quote.

 

4. CLIENT’S CONTRACTUAL OBLIGATIONS

The Client commits to proactive collaboration with Zanteris to allow the successful achievement of the ordered Services.

In this respect, the Client undertakes to:

  • Provide Zanteris with complete, accurate information, documentation, specification or other required document,
  • Provide Zanteris with the above-mentioned documents in a timely manner,
  • Take decisions in a timely manner and to obtain the necessary hierarchical approval,
  • Designate in the quote a focal point having the authority to represent its company,
  • Keep available the Client’s key focal points throughout the life time of the contractual relationship,
  • Notify Zanteris of any difficulty encountered in the execution of the ordered Services.

 

5. LIABILITY

Zanteris shall only be subject to a best-efforts obligation and shall perform the ordered Services in the respect of the rules of the art of his profession in force at the date of signature of the quote.

In case Zanteris delivers deliverables to the Client, their use shall solely be under the Client’s responsibility.

Zanteris’ liability shall not be sought in case of delay in the performance of the ordered Services. Any delay caused by an act or omission of the Client will have direct impacts on the Services performance schedule.

Should Zanteris be held liable for a breach of its obligations under the Contract, its aggregate liability shall be capped to 100% of the Services price paid by the Client under the Contract. Zanteris shall not be liable for indirect damages, irrespective of their nature.

 

6. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent such failure or delay is caused, directly or indirectly, by a Force Majeure Event, within the meaning of article 1218 of the French Civil Code. In such circumstances, the impacted Party shall inform the other Party within forty-eight (48) hours from the date of occurrence of the force majeure event, by registered letter with acknowledgment receipt or by electronic mail with a request for acknowledgement of receipt.

The obligations that will not be executed due to the force majeure event will be suspended during its period of occurrence and within the limits of its effects, to the exception of any obligation to pay due amounts.

In case the inexecution of the Contract exceeds sixty (60) days from the date of occurrence of the force majeure event, either Party shall be entitled to terminate the Contract with immediate effect, by dispatch of a registered letter with acknowledgment receipt. No indemnification shall be due to the other Party.

 

7. DURATION

The Contract duration shall be specified by the Parties in the approved quote.

 

8. FINANCIAL CONDITIONS

The financial conditions shall be specified by the Parties in the quote.

Unless otherwise agreed by the Parties, payment will be due thirty (30) days net as of the date of Zanteris’ invoice and shall be made by bank transfer to the account specified in the invoice.

Any delay in payment shall give rise to automatic payment of:

  • Interest, calculated on the basis of three times the French legal rate of interest, and

A fixed sum if €40, as compensation for recovery costs.

Unless otherwise agreed by Zanteris, an unjustified non-payment of a due invoice shall render all invoices not due payable. The existence of a dispute or claim does not allow the Client to suspend or delay the payment of a due invoice relating to other Services.

The Client forbids itself from invoicing or deducting any sums, on any grounds whatsoever, without the express prior written consent of Zanteris.

Zanteris reserves the right to assign its receivables to a factoring company. In such event, the invoice shall be paid to the factoring company which is subrogated to the rights and actions of Zanteris.

 

9. ASSIGNMENT / SUBCONTRACTING

Zanteris reserves the right to assign the performance of the ordered Services, in whole or in part, to external providers satisfying the same level of requirements.

If the execution of the Service requires specific technical skills, Zanteris shall inform the Client of its intent to subcontract a part of it.

The subcontractor will operate under Zanteris’ sole responsibility and will commit to keep confidential all information he had access to in the performance of his duties.

 

10. INTELLECUTAL PROPERTY

Each Party shall retain full ownership of its intellectual property relating to its prior works, creations, knowledge, processes and know-how provided in the frame of the Services.

 

11. INSURANCE

Zanteris guarantees having subscribed a Professional Liability Insurance that can be provided to the Client upon request.

 

12. ZANTERIS’ EMPLOYEES

As a result of its hierarchical and disciplinary authority, Zanteris’ employees shall remain under the exclusive control of Zanteris during the performance of the Services.

In case of intervention at Client’s premises, the Client shall communicate to Zanteris its health and safety protocol and obligations. Zanteris undertakes to comply with these obligations provided that the Client provides a coverage to Zanteris’ employees similar to the one provided to its own employees.

Zanteris guarantees its compliance with the provisions of Article L. 1221-10 and seq., Article L.3243-1 and seq. of the French Labour Code, relating to social obligations. Furthermore, Zanteris certifies its compliance with the provisions of Articles L. 8221-1 et L. 8221-2 of the French Labour Code relating to undeclared work control, as well as the provisions of Book III, Title IV of the French Labour Code.

 

13. CONFIDENTIALITY

In order to execute this mission, Zanteris may receive confidential, proprietary and/or trade secret information of the Client, and/or of its affiliates, including, without limitation, information in tangible or intangible form relating to or including: business, product, marketing, licensing or sales activities, policies, practices, outlooks, studies, reports, analyses, strategies or forecasts, finances, revenue, pricing, costs or profits, released or unreleased products including, but not limited to, software, hardware, development, research, designs, specifications, performance characteristics, code, formulas, algorithms, data, techniques, processes, inventions, testing strategies or Client information and third party confidential information (the “Information”).

Zanteris shall handle, treat and utilize all Information as follows: (a) hold all INFORMATION in strict confidence, (b) use such Information only for the purpose of (i) providing the Services contracted by the Parties (the “Purpose”); (c) reproduce such Information only to the extent necessary for the Purpose and retain all confidential and/or proprietary markings or legends in any reproductions, summaries or excerpts thereof; (d) restrict disclosure of such Information to its employees with a need to know for the Purpose (and advise such employees of the obligations assumed herein); and (e)  not disclose such Information  to any third party without prior written approval from the Client.

 

The restrictions on Zanteris’ use and disclosure of Information as set forth herein shall not apply to any Information which Zanteris can demonstrate:

  1. is wholly and independently developed by Zanteris without the use of or reference to Information; or
  2. is or has become generally known to the public from a source having the right to disclose such Information; or
  3. at the time of disclosure to Zanteris, was known to Zanteris free of restriction and evidenced by documentation in Zanteris’ possession; or
  4. is disclosed in response to a valid order of a court or other relevant government entity, organization, or agency, but only to the extent of and for the purposes of such order; provided, however, that if Zanteris receives an order or request to disclose any Information by a court of competent jurisdiction or a government entity, organization, or agency, then Zanteris shall:

                (a)     if not prohibited by the request or order, (i) immediately inform the Client in writing of the existence, terms, and circumstances surrounding the request or order; (ii) consult with the Client on what steps should be taken to avoid or restrict the disclosure of Information; and (iii) give the Client the chance to defend, limit or protect against the disclosure; and

(b)     if disclosure of Information is lawfully required, supply only that portion of the Information which is legally necessary and try to obtain confidential treatment for any Information required to be  disclosed.

5. Nothing herein is intended to interfere with the ability of Zanteris to communicate with a government agency about a potential law enforcement or regulatory matter, however, the foregoing is not intended to be a waiver of or consent to disclosure with respect to Client’s Information;

 

Zanteris agrees that all of its obligations undertaken herein shall survive and continue after any termination or expiration of the Contract, until the Information are made public domain.

 

14. DATA PRIVACY

Personal data that Zanteris receives from Client corresponds to information required to perform the purchased Service(s) and to manage the commercial and contractual relationship. This collected data is handled by computer processing allowing Zanteris to identify, communicate and manage its relationship with the Client. The only recipient of the data is Zanteris, and if applicable, its subcontractors and provides. The data is stored for the period of time strictly necessary for the management of the customer relationship and in no event shall exceed five (5) years from the date of its termination. Moreover, Zanteris implements all measures deemed appropriate to ensure the safety, confidentiality and integrity of the data collected.

In accordance with current legislation, the Client shall benefit from a right to access, rectify, oppose, erase, port and limit the treatment of its data. The Client may exercise its rights by submitting a written request by email at privacy@zanteris.com or by regular mail at Zanteris – Data Privacy – 9 rue Lachenal, 38500 Voiron (France). The Client may also take legal actions before the National Commission for Data Protection and Liberties.

 

15. TERMINATION

Either Party may terminate this Agreement on written notice if the other is in material breach of its obligations hereunder and, having been required to rectify such breach by notice in writing, fails to do so within thirty (30) days thereafter.

As per article 1344 of the French Civil Code, the Parties agree that the debtor of an obligation to pay under the Contract shall be validly noticed by the fact that the obligation has fallen due.

Anything so exchanged by the Parties, from the entry into force of the Contract till its termination, shall not give rise to restitution.

In any event, the aggrieved Party shall be entitled to claim for damages before the competent court, without prejudice to the application of the clauses of the Contract.

 

16. CONSEQUENCES OF THE CONTRACT END

At Contract end, by completion of the purchased Services, expiration of the Contract period or termination for breach, Zanteris shall:

  • destroy all copies of the documents provided by the Client for purposes of the performance of the Services;
  • send back to the Client all original documents provided by the Client for purposes of the performance of the Services.

 

17. INDEPENDENT CONTRACTORS

For the purpose of the Contract, Zanteris is an independent contractor, and neither party shall be deemed the agent of the other.  All persons employed by Zanteris shall be its employees or permitted subcontractors and shall not be deemed employees of the Client.  Zanteris assumes exclusive liability for all contributions, taxes or payments required to be made because of such employees or subcontractors by any applicable law, requiring payment by Zanteris on account of such employees or subcontractors performing the Services under the Contract.

 

18. SUBCONTRACTORS

The Parties agree that Zanteris may use or employ subcontractors or any other person than Zanteris’ employees to perform part of the work or Services under the Contract. To that extent, Zanteris shall assume all responsibility and liability and shall indemnify and hold Client harmless for the actions and performance of such persons, including any failure by subcontractor to fully cooperate with Zanteris in the performance of its duties and responsibilities under the Contract.

 

19. EXISTING AGREEMENTS

No existing license agreement or agreement between Zanteris and any third party shall be deemed amended, superseded or terminated by reason of the execution and delivery of the Contract.

 

20. COMPLETE UNDERSTANDING

The Contract constitutes the entire agreement of the Parties and supersede all previous and contemporaneous communications, representations, understandings or agreements with respect to the subject matter hereof. The Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

 

21. WAIVER AND AMENDMENT

The Contract may be modified only in a writing designated as an amendment and signed by duly authorized representatives of both Parties. Printed terms on or attached to any purchase order or invoice or other standard documents of either Party shall be void and of no effect.  No failure or delay by either Party in exercising any term, right, power, or remedy under the Contract, except as specifically provided herein, shall operate as a waiver of any such term, right, power or remedy.

 

22. SEVERABILITY

If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the Contract shall remain in full force and effect.

 

23. CLAIMS

Any claim related to the performance of the Services, whether amicable or judicial, shall be brought against Zanteris within six (6) months from the date of completion of the Services.

 

24. SECTION HEADINGS

Section headings contained in the Contract are inserted for convenience of reference only, and shall not be deemed to be a part of the Contract for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

 

25. LITIGES ET LOI APPLICABLE

The Contract shall be governed by the laws of France, excluding any conflicts of law’s provisions and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods.

Any disputes which may arise with respect to the validity, interpretation, performance or non-performance, or the interruption of the Agreement, or with respect to the sudden collapse of established commercial relationships, shall initially be referred to mediation between the Parties. Such procedure is confidential.

The mediation shall take place before a single mediator, and the mediation shall be organized under the auspices of the Mediation Center of the Chamber of Industry and Commerce of Grenoble.

The Parties shall abide by the nominated mediation center’s rules and regulations and such center shall appoint the mediator who will organise the mediation. The Parties must attempt mediation in good faith and, in that spirit, agree to meet at least once with the mediator. Where the Parties fail to agree, the mediation shall not be extended for a period longer than two (2) months from the selection of the mediator. This mediation may be extended for a longer term with the agreement of the Parties, provided it does not exceed a total of six (6) months.

The mediation fees and disbursements shall be borne equally by the Parties. Each Party shall be responsible for the fees and disbursements of its counsel in connection with the mediation.

The Parties hereby accept that, where there is an agreement following the mediation, such agreement shall be drafted and executed by the Parties under the auspices of the mediator and submitted, at the request of the most diligent Party, to Grenoble Commercial Court for homologation, whereupon it will become enforceable.

In the event that the Parties fail to agree with respect to homologation, the most diligent Party may refer the matter to a judge in chambers of Grenoble Commercial Court in order to obtain such enforceable homologation, even by default.

However, if a Party’s legal action is subject to a prescription period likely to end during the mediation, such Party may interrupt the prescription by any legal means as a protective measure, the procedure remaining suspended until the outcome of the mediation.

In the event of failure of the mediation, each Party will be free to refer the matter to Grenoble Commercial Court, to which the Parties grant exclusive jurisdiction.