General Terms & Conditions of service
ARTICLE 1 – PRESENTATION AND IDENTIFICATION
NEODEL is a simplified joint-stock company (société par actions simplifiée – SAS) registered with the Nanterre Trade and Companies Registry under SIRET number 878 160 894 00019 and identified for VAT purposes under number FR39878160894, with its registered office at 23 rue de Reims, 92160 Antony, France, represented by its director Suzana CRASSARD.
NEODEL provides its clients with regulatory, administrative, commercial and operational support services for foreign companies operating or developing activities in France, as well as for French companies developing their international activities, particularly in Central Europe and Slovenia.
ARTICLE 2 – SCOPE OF APPLICATION
These General Terms and Conditions of Service (hereinafter "GTC") apply by operation of law to all services provided by NEODEL to any professional client (hereinafter "the Client"), whether established in France, in a Member State of the European Union, or in a third country.
In accordance with Articles L.441-1 et seq. of the French Commercial Code, these GTC constitute the sole basis of the commercial relationship between NEODEL and its professional clients. They take precedence over any document issued by the Client, including the Client's general terms and conditions of purchase (GTCP), unless NEODEL has given its prior express written consent to derogate from one or more specific provisions hereof.
ARTICLE 3 – NATURE AND SCOPE OF SERVICES
3.1 Services offered
NEODEL offers the following services, without limitation:
Posted workers and cross-border labour law:
• preparation and monitoring of SIPSI declarations (International Service Provision Information System);
• preparation and monitoring of IMI declarations (Internal Market Information System);
• designation as the representative of the foreign company before the French Labour Inspectorate, under a written mandate;
• renewal and monitoring of posting declarations;
• compilation and provision of the control documentation file.
Tax and reporting obligations:
• assistance with applications for reimbursement of the Domestic Tax on Energy Products (TICPE);
• assistance with VAT registration in France;
• assistance with customs formalities.
Commercial representation and development:
• social and commercial representation in France (local point of contact function);
• assistance with establishing a permanent establishment or subsidiary in France;
• advisory services on market entry strategy in France;
• introduction to local partners;
• commercial prospecting on behalf of the Client;
• development and promotion of tourist destinations, hotels and event organisation for foreign clients in France, as well as promotion of Slovenia in France.
Regulatory advisory and compliance:
• regulatory monitoring (labour law, transport, cross-border obligations);
• assistance with regulatory compliance (social law, international transport);
• preparation for inspections by the Labour Inspectorate and State authorities;
• coordination with external lawyers, accountants, translators or other specialists.
NEODEL may also provide translation and drafting services for documents intended for French authorities, either directly in-house or through sub-contracted translators. In the latter case, NEODEL's liability is limited in accordance with Article 9 hereof.
The list of services to be provided within the scope of a specific assignment is set out in the quotation or assignment proposal accepted by the Client.
3.2 Best-efforts obligation
NEODEL is bound by a best-efforts obligation (obligation de moyens). NEODEL undertakes to perform its services with the care, diligence and professionalism expected of a competent service provider in its field of activity.
NEODEL does not guarantee: a favourable outcome of an inspection or administrative review; the absence of sanctions, penalties or fines; the interpretation by French authorities of any given regulation or situation; the acceptance of administrative declarations or applications; any specific commercial, fiscal, legal or administrative outcome.
3.3 Exclusions
NEODEL is not a law firm, an accounting firm, a payroll bureau, an administrative authority or a public service.
The information, guidance, analyses and documents provided by NEODEL do not constitute legal consultations within the meaning of French Law No. 71-1130 of 31 December 1971 on the reform of certain judicial and legal professions. NEODEL does not provide legal or tax advice within the meaning of regulated professions, nor representation before French judicial or administrative courts.
Where the nature of an assignment requires the involvement of regulated professionals, NEODEL refers the Client to such professionals, who act under a direct contractual relationship with the Client, separate from and independent of the relationship between the Client and NEODEL.
ARTICLE 4 – REGULATORY CHANGES
The applicable French and European regulations, in particular those governing posted workers, cross-border labour law, road transport, cabotage, VAT and reporting obligations, are subject to frequent change.
The information, advice, procedures and documents provided by NEODEL are prepared and communicated based on the law and administrative practices in force at the date of the service. NEODEL cannot be held liable for the consequences of legislative, regulatory or administrative changes occurring after the completion of an assignment.
Unless otherwise expressly agreed in writing, NEODEL is not required to provide ongoing regulatory monitoring for the Client after the completion of an assignment. The Client remains solely responsible for ensuring the continued compliance of its activities.
ARTICLE 5 – CONTRACT FORMATION
5.1 Quotations and acceptance
Each assignment is the subject of a quotation, assignment proposal, written exchange (email, letter, message) or fee agreement communicated by NEODEL to the Client. Quotations are valid for thirty (30) calendar days from their date of issue, unless otherwise stated.
The contract is deemed concluded, and these GTC fully accepted, upon the occurrence of the first of the following events: written approval of the quotation or assignment proposal; confirmation by email; payment of a deposit; transmission of documents by the Client for the purpose of commencing the assignment; commencement of collaboration expressly requested by the Client.
5.2 Acting as agent
Where an assignment requires NEODEL to act in the name and on behalf of the Client (as agent) in dealings with a French administrative authority or third party, a written mandate is systematically established between the parties prior to any action taken in that capacity.
The mandate specifies the scope and duration of the powers granted to NEODEL. NEODEL is not authorised to enter into financial commitments on behalf of the Client beyond the terms of the mandate, unless prior written consent has been given.
ARTICLE 6 – FEES AND PAYMENT TERMS
6.1 Fee structure
NEODEL's fees are determined according to one or more of the following methods, as specified in the quotation or assignment agreement:
• fixed fee per assignment;
• hourly rate;
• bespoke quotation based on the complexity and estimated duration of the assignment;
• business referral commission expressed as a percentage, as agreed in writing;
• monthly or annual subscription, where applicable.
Travel and representation costs incurred by NEODEL are included in the agreed fees, unless expressly stated otherwise in the quotation.
Services provided by third-party partners or providers (accountants, lawyers, translators, payroll managers, etc.) are the subject of separate contracts entered into directly between the Client and such providers. NEODEL does not re-invoice such third-party fees to the Client, unless expressly agreed in writing.
All NEODEL services are quoted exclusive of tax. The applicable VAT is added in accordance with the French and European tax rules in force. For Clients established in another EU Member State and registered for VAT in their country, the reverse charge mechanism applies in accordance with Article 44 of Directive 2006/112/EC. For Clients established outside the European Union, no French VAT is applicable, in accordance with the VAT territoriality rules.
6.2 Deposit
For certain assignments, a deposit may be requested by NEODEL prior to commencement. The amount and percentage of the deposit are specified in the quotation. Payment of the deposit is a condition for the effective commencement of the assignment.
6.3 Payment methods
Invoices must be paid exclusively by SEPA bank transfer (for Clients established within the SEPA area) or international SWIFT transfer (for Clients established outside the SEPA area). NEODEL's bank details are provided on each invoice. No other payment method is accepted without NEODEL's prior written agreement.
6.4 Payment terms
Unless a different term has been agreed in writing between the parties, invoices issued by NEODEL are payable within the period stated on the invoice, which shall not exceed thirty (30) calendar days from the invoice date, in accordance with Article L.441-10 of the French Commercial Code.
6.5 Disputes regarding services and invoices
Any dispute relating to a service, deliverable or invoice must be submitted in writing by the Client within fifteen (15) calendar days of the performance of the service, delivery of the deliverable or issue of the invoice. In the absence of a dispute raised within that period, the service, deliverable and/or invoice shall be deemed definitively accepted without reservation.
ARTICLE 7 – PAYMENT INCIDENTS
In the event of non-payment of an invoice on its due date by a professional Client, and without the need for a prior formal demand, the following shall apply automatically, in accordance with Article L.441-10 of the French Commercial Code:
• late payment interest calculated at the European Central Bank (ECB) refinancing rate plus ten (10) percentage points, accruing from the first day following the due date;
• a fixed recovery cost indemnity of forty euros (EUR 40), in accordance with Decree No. 2012-1115 of 2 October 2012.
Where the recovery costs actually incurred exceed this amount, NEODEL may claim additional compensation supported by evidence, in accordance with Article L.441-10 III of the French Commercial Code.
In the event of late or non-payment, NEODEL reserves the right to: immediately suspend all ongoing assignments; demand immediate payment of all outstanding invoices by acceleration of payment; terminate the contract(s) in accordance with Article 11.
All recovery costs and fees incurred by NEODEL shall be charged to the Client.
ARTICLE 8 – CLIENT OBLIGATIONS
8.1 Client undertakings
The Client undertakes to:
• provide NEODEL with all documents, information and data necessary for the performance of the assignment, within the timeframes indicated by NEODEL;
• certify the accuracy, completeness and authenticity of all information and documents provided to NEODEL;
• inform NEODEL without delay of any change in circumstances likely to affect the performance of the assignment (change in legal status, change in business activity, change in the number of posted workers, etc.);
• refrain from contacting the relevant French authorities directly without first informing NEODEL, where NEODEL acts as the point of contact or representative in the context of the assignment;
• comply with all legal, social, tax and regulatory obligations applicable to its activities.
NEODEL cannot be held liable for consequences arising from inaccurate, incomplete, late, fraudulent or insufficient information provided by the Client or third parties. The Client assumes full responsibility for the quality of the elements it communicates.
NEODEL endeavors to respond to Client requests within normal operational timeframes and as promptly as reasonably possible.
8.2 Urgent requests and late submissions
NEODEL reserves the right to refuse, postpone or limit the scope of its intervention where the following conditions are not met:
• the available preparation time is insufficient given the nature and complexity of the assignment;
• the documents required for the performance of the assignment are incomplete or do not meet the requirements of the competent authorities;
• information has been transmitted by the Client too late to allow proper performance within the applicable deadlines;
• or operational conditions do not allow, for any other objective reason, the assignment to be performed under satisfactory conditions.
In such situations, NEODEL shall inform the Client as promptly as possible, and such refusal or postponement shall not constitute a contractual breach on NEODEL's part.
NEODEL shall in no event be held liable for consequences – whether administrative, financial or regulatory – resulting from the late, incomplete or non-compliant submission of documents or information by the Client or by third parties acting on its behalf.
This clause applies without prejudice to the provisions of Articles 8 and 12 of these GTC.
ARTICLE 9 – SUBCONTRACTING
NEODEL is free to engage external providers or subcontractors for the performance of all or part of the services, without requiring the Client's prior consent. The Client is deemed to consent thereto by accepting these GTC. NEODEL may in particular engage external providers for the following types of services: translation (Slovenian, French, English and other languages), legal advice, accounting, payroll management for posted workers, transport and logistics.
NEODEL remains in all cases responsible to the Client for the proper performance of services entrusted to its subcontractors, without prejudice to any recourse it may have against them. However, NEODEL's liability may only be engaged in the event of proven fault, including in the selection or supervision of its subcontractors, and shall in all cases be limited as provided in Article 12 of these GTC, except in cases of gross negligence or willful misconduct, or where a mandatory provision prevents such limitation.
NEODEL shall not be held liable for the faults, delays, omissions, errors or decisions of third-party professionals acting directly for the Client under a separate contractual relationship, including lawyers, accountants, translators, payroll managers or technical service providers.
With respect to translations performed by subcontracted translators, NEODEL accepts no liability for the consequences of an inaccurate or incomplete translation attributable to the quality of the translator's work, except in cases of fault in the selection of said translator.
ARTICLE 10 – DURATION AND END OF ASSIGNMENT
Assignments entrusted to NEODEL are in principle one-off assignments, the duration of which is determined by their scope. The duration and terms of performance of each assignment are set out in the quotation or assignment agreement.
Where subscriptions to recurring services are agreed in writing, the duration and termination conditions specific to each package are set out in the corresponding contract or quotation.
ARTICLE 11 – TERMINATION
11.1 Termination by the Client
The Client may terminate an ongoing assignment at any time by written notice addressed to NEODEL.
In the event of termination of an assignment by the Client before its completion, NEODEL shall invoice:
• fees corresponding to services actually performed as of the date of termination, calculated on a pro-rata basis according to the progress of the assignment;
• plus a fixed termination indemnity equal to 30% of the fees remaining to be invoiced, as compensation for the commitments made, resources mobilized and loss of earnings suffered by NEODEL.
This indemnity is expressly accepted by the Client as a reasonable and pre-agreed assessment of NEODEL's loss, in accordance with Article 1231-5 of the French Civil Code.
This provision also applies where the assignment cannot be completed due to the Client's lack of cooperation or failure to provide required documents.
11.2 Termination by NEODEL
NEODEL reserves the right to immediately terminate, without notice and without any indemnity payable to the Client, any ongoing assignment or contract in the following circumstances:
• non-payment of an invoice after a formal demand has remained without effect for eight (8) calendar days;
• abusive, disrespectful or disloyal conduct by the Client towards NEODEL or its staff;
• provision by the Client of false, fraudulent or deliberately incomplete information.
In the event of termination by NEODEL on any of the above grounds, the fees corresponding to services already performed remain fully due.
ARTICLE 12 – LIMITATION OF LIABILITY
NEODEL's liability may only be engaged in respect of proven faults directly causing the alleged loss. Liability is expressly limited to direct damages.
The following are excluded from any compensation: administrative or judicial decisions, inspection outcomes, or sanctions issued by competent authorities; indirect, intangible or consequential damages (loss of revenue, loss of profit, loss of clients, commercial losses, reputational damage);
penalties, fines or sanctions imposed on the Client by authorities; consequences of delays or errors attributable to the Client or third parties; consequences of legislative or regulatory changes occurring after the service was provided.
NEODEL's total liability, for all causes combined, is strictly capped at the amount (exclusive of tax) invoiced for the specific assignment giving rise to the alleged loss. This cap applies regardless of the nature and legal basis of the claim (contractual, tortious or otherwise).
ARTICLE 13 – INTELLECTUAL PROPERTY AND RETENTION OF TITLE
13.1 Transfer of ownership of deliverables
Documents, templates, guides, procedures, declarations and any other deliverables produced by NEODEL in the course of an assignment are transferred to the Client on a permanent basis upon full payment of the fees due for the assignment concerned.
Prior to such full payment, NEODEL retains full ownership of all deliverables produced, even if they have been provisionally provided to the Client. This retention of title is expressly accepted by the Client upon acceptance of these GTC.
13.2 Ownership of methods and know-how
The methods, know-how, tools, information systems, databases and generic content developed by NEODEL remain its exclusive property and are not transferred to the Client. The Client undertakes not to reproduce, distribute, commercialise or communicate to third parties NEODEL's methods, tools or generic content without prior written authorisation.
ARTICLE 14 – CONFIDENTIALITY
Each party undertakes to keep strictly confidential all information and data of a confidential nature communicated to it by the other party in the context of the commercial relationship.
Information is deemed confidential if it is not in the public domain, has not been lawfully received from a third party without restriction, or has not been authorised for disclosure in writing by the relevant party. This includes in particular: information relating to the Client's business, strategy, financial situation and organisation; personal data relating to posted workers; NEODEL's working methods, pricing structures, tools and professional contacts.
Each party shall only disclose the other's confidential information to members of its organisation who need to know it in the context of the assignment, and shall impose on them an equivalent confidentiality obligation.
This confidentiality obligation takes effect from the date of acceptance of these GTC and remains applicable for five (5) years after the cessation of all commercial relations between the parties.
This clause does not prevent disclosure required by law or court or administrative order, provided that the disclosing party informs the other party as promptly as possible, to the extent permitted by law.
ARTICLE 15 – PERSONAL DATA AND GDPR
15.1 Processing of personal data
NEODEL acts in a dual capacity under the GDPR: (i) as data controller with respect to data processed for the purposes of managing its own business activities (client contact data, invoicing, commercial communications); and (ii) as data processor within the meaning of Article 28 GDPR when it processes personal data of employees or third parties on behalf of the Client in the performance of assigned missions.
In the course of its assignments, NEODEL processes personal data relating to natural persons, in particular posted workers (identification data, contact details, social security numbers, employment contracts, etc.).
Such processing is carried out in accordance with Regulation (EU) 2016/679 of 27 April 2016 (GDPR), French Law No. 78-17 of 6 January 1978 as amended (Informatique et Libertés Act) and any other applicable national legislation. NEODEL processes such data solely for the purposes necessary for the performance of the assigned missions.
For assignments involving significant volumes of personal data or sensitive processing, the parties may enter into a separate data processing agreement (DPA) supplementing these GTC. At the end of the assignment, NEODEL may, at its discretion, return, delete or anonymise the personal data processed, subject to applicable legal retention obligations.
15.2 Responsibilities of the parties
The Client is responsible, as data controller, for the personal data of its employees that it communicates to NEODEL. The Client warrants that it has all the legal bases required for such processing and for the communication of that data to NEODEL.
NEODEL acts as a data processor within the meaning of Article 28 GDPR when processing personal data on behalf of the Client. In that capacity, NEODEL undertakes to: process data only on documented instructions from the Client; implement appropriate security measures; not transfer data to third parties without authorisation, except where required by law; notify the Client of any security incident as promptly as possible; cooperate to enable the exercise of data subjects' rights.
For any queries regarding data protection, the Client may contact NEODEL at: suzana@neodel.fr.
15.3 Commercial communications
In the context of managing the commercial relationship, NEODEL processes the professional contact data of the Client's representatives (name, first name, business address, email, telephone) on the legal basis of contract performance and NEODEL's legitimate interest in managing its client relationship.
Such data is retained for the duration of the commercial relationship and for five (5) years thereafter for evidential purposes.
Data subjects have the right of access, rectification, erasure, restriction of processing, portability and objection, exercisable by email to suzana@neodel.fr.
Professional contact data may be used by NEODEL to send newsletters, regulatory updates, sector news (labour law, posting, taxation, business opportunities in France and Slovenia, etc.) or commercial communications.
The Client may opt out at any time by emailing suzana@neodel.fr or clicking the unsubscribe link in any such communication.
ARTICLE 16 – FORCE MAJEURE
NEODEL shall not be liable for delays, interruptions or inability to perform services resulting from events constituting force majeure within the meaning of Article 1218 of the French Civil Code, i.e. events beyond the debtor's control that are unforeseeable and unavoidable.
Without limitation, the following in particular constitute force majeure events: natural disasters, epidemics, pandemics, governmental or administrative measures, general strikes, computer system or telecommunications network failures, cyberattacks, cross-border transport disruptions.
NEODEL shall notify the Client as promptly as possible of the occurrence of a force majeure event. The parties undertake to seek in good faith an alternative solution or a postponement of the assignment.
ARTICLE 17 – PRECEDENCE OF GTC
These GTC take precedence over any general terms and conditions of purchase (GTCP) of the Client, any contractual document issued by the Client, and any prior usage or commercial practice between the parties, unless NEODEL has given its express written consent, signed by NEODEL, derogating from a specifically identified provision.
The invalidity or unenforceability of any provision of these GTC shall not affect the validity of the remaining provisions, which shall remain in full force and effect (severability clause).
ARTICLE 18 – GOVERNING LAW AND JURISDICTION
18.1 Governing law
These GTC and all contractual relations between NEODEL and the Client are governed by French law, to the exclusion of any other national law, in accordance with Regulation (EC) No. 593/2008 of 17 June 2008 on the law applicable to contractual obligations (Rome I).
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
18.2 Amicable dispute resolution
In the event of a dispute relating to the interpretation, validity or performance of these GTC, the parties undertake to seek an amicable resolution before initiating legal proceedings. The most diligent party shall notify the other of the dispute by email or recorded delivery letter, and the parties shall have twenty (20) calendar days to reach an agreement. Failing this, the parties may resort to mediation or refer the matter to the competent court.
18.3 Jurisdiction
Any dispute relating to these GTC shall be subject to the exclusive jurisdiction of the French courts, and in particular the Nanterre Commercial Court (Tribunal de Commerce de Nanterre), notwithstanding multiple defendants or third-party proceedings.
For Clients established in a Member State of the European Union, this jurisdiction clause is entered into in accordance with Regulation (EU) No. 1215/2012 of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (Brussels I bis).
ARTICLE 19 – GOVERNING LAW AND JURISDICTION
The Client declares that it has read these GTC and accepts them without reservation prior to any order or commencement of collaboration with NEODEL.
Acceptance of these GTC is evidenced by any of the following actions by the Client: approval of a quotation, payment of a deposit or invoice, submission of documents for an assignment, or an express request to commence services.
These GTC may be amended by NEODEL at any time. The applicable version is the one in force at the date of formation of each contract. Any amendments are communicated to Clients by any appropriate means.