2025: A new ambition for MDS. Discover our strategy and innovations soon. In the meantime, explore our vision
2025: A new ambition for MDS. Discover our strategy and innovations soon. In the meantime, explore our vision
The purpose of these General Conditions of Sale is to define the conditions under which the Company MY DATA SOLUTION, hereinafter “MDS” or “the Service Provider”, provides its professional Clients, hereinafter “the Client” or “the Organization”, who request them, with the following services in particular: audit, diagnosis, support for GDPR compliance, outsourced DPO, DPO coaching, provision of training, Software supplier (hereinafter “the Services”). “).
They apply, without restriction or reservation, to all Services provided by the Service Provider to Customers of the same category, regardless of the clauses that may appear on the Customer’s documents, and in particular its general conditions of purchase. Any order for Services implies, on the part of the Customer, acceptance of these General Conditions of Sale. The Service Provider has the right to make any modifications that it deems useful.
In accordance with current regulations, the Service Provider reserves the right to deviate from certain clauses of these General Conditions of Sale, depending on the negotiations carried out with the Customer, and recorded in the Contract, where applicable, signed between the Parties. Any other non-contractual document, such as catalogs, prospectuses, advertisements, notices, has only an informative and indicative value, not contractual, and may therefore be revised at any time.
In accordance with current regulations, the Service Provider reserves the right to deviate from certain clauses of these General Conditions of Sale, depending on the negotiations carried out with the Customer, and recorded in the Contract, where applicable, signed between the Parties. Any other non-contractual document, such as catalogs, prospectuses, advertisements, notices, has only an informative and indicative value, not contractual, and may therefore be revised at any time.
Sales of Services are only finalized after MDS has established a Support Proposal including a detailed quote, and duly accepted by the Customer. Taking into account the order and acceptance thereof is confirmed by sending an acceptance email in return by MDS, to be recorded for internal monitoring by the Customer. If applicable, and depending on the type of Services sold, a specific contract may also be regularized between the Parties.
If contradictions should exist between the Support Proposal, the Contract, and these T&Cs, it is in order of priority the provisions of the contract which will prevail, then the provisions of the Proposal, and finally the provisions of the T&Cs. The data recorded in the MDS computer system constitutes proof of all transactions concluded with the Customer
In the event of modification of the order by the Customer, the Service Provider will be released from the deadlines initially agreed for its execution.
Any modifications to the order requested by the Client will only be taken into account, within the limits of the Service Provider’s possibilities, if they are notified in writing, at least 15 (fifteen) days before the date planned for the provision of Services ordered, and after signature by the Client of a new order form, and possible adjustment of the price.
Each support proposal duly validated by the Client binds him in a firm and definitive manner.
The Customer being a professional contractor within the framework and for the needs of his profession, there is no reason to apply the right of withdrawal provided for by the Consumer Code. However, if the Customer, despite these provisions, still wishes to cancel his order, he will be required to compensate MDS under the following conditions:
– If a sum is paid when ordering, this sum will be automatically acquired by MDS, and cannot give rise to any reimbursement.
– If no amount has been paid when ordering, a sum corresponding to 40% of the total price excluding tax of the Services ordered will be acquired by MDS and invoiced to the Customer.
Any termination of the order during execution of the Services will immediately make the entire remaining price due.
Likewise, a suspension of the Services at the sole initiative of the Customer, for a period exceeding 60 calendar days, and not justified by a case of force majeure or a contractual fault of MDS, will be assimilated to a termination of the order within the meaning of the preceding provisions.
The price of the Services is set according to the terms of the quote established by the Service Provider in the body of the Support Proposal given to the Client.
This price is set at the Service Provider’s rates in effect on the day the Order is placed. It is indicated excluding tax and including tax. The VAT where applicable is that in force.
This price is calculated based on the “Unit Price” of the Services sold, as indicated in the quote, (understood as the hourly rate), and the “Quantity” sold (understood as the estimated number of hours for carrying out the Services precisely described in the quote, i.e. the Time Volume).
All prices indicated will be indexed on January 1 of each year to the Syntec index.
The Client may benefit from price reductions, discounts and rebates, depending on the number, at a single time and in a single location, and the frequency, of the Services ordered, or the regularity of its orders for Services, under the conditions and according to the modalities described in the Service Provider’s prices.
The payment of a sum known as a “deposit”, corresponding to 40% of the total price of the Services ordered, is required when placing the order, and paid no later than 8 (eight) days from the signing of the accompanying proposal.
Unless otherwise agreed by the Parties expressly stipulated in writing, the Services ordered cannot begin before payment of this sum.
The remaining balance due is therefore payable each month, from the first steps carried out by MDS, according to the following formula:
(Time spent performing the Services ordered X hourly rate set in the quote) – (40% deposit)
In this way, the Customer may be required during the same month to pay the amount of deposit required when placing the order, as well as the price of the diligence carried out by MDS during said month, at a cost obviously reduced by the deposit already paid (see example 1.).
A statement of the procedures carried out, and the duration spent on each of these procedures, accompanied by an invoice, will be sent to the Client every month, until the balance is cleared.
Any hour started is due by the Organization. For services shared by several companies, a share of the time spent will be invoiced to each company concerned if necessary.
All Services performed over a month are invoiced on the 21st of each month. Invoices sent to the Customer must be paid within a maximum period of 30 days from their receipt, by transfer or bank debit, to the MDS bank account. Any rejected direct debit must be regularized as soon as possible.
No discount will be applied in the event of payment before the payment date appearing on the invoice, or within a period shorter than that mentioned in these General Terms and Conditions.
The Customer has the option of subscribing to the software solutions offered by MDS. In such a case, the entire price set in the quote is payable in cash, upon signature of the accompanying proposal, or by monthly installment over the duration of the contract agreed between the Parties. The payment terms are otherwise identical to those provided above.
In the event that the amounts owed by the Client are not paid to the Service Provider within the set deadlines, late payment penalties will be due and payable by the Client the day following the payment date appearing on the invoice sent to the Client.
These penalties will be calculated on the basis of an interest rate equal to the ECB rate for its most recent refinancing operation (REFI rate), increased by 10 percentage points, and will be notified by prior notice to the client.
1 Example: An order for Services validated on January 1, 2022 at a total price of 6,000 euros, i.e. a unit price of 150 euros for a Quantity of hours sold of 40 hours.
Down payment of 40%, i.e.: 2,400 euros
As of January 21, 2022, if the Service Provider has completed 20 hours of work since signing the contract, the Client will receive an invoice for a price of:
Amount to be paid = (20 x 150) – (40% deposit) = 3,000 – 1,200 euros = 1,800 euros to be paid. Late payment will also result in the immediate enforceability of all amounts due to the Service Provider by the Client, without prejudice to any other action the Service Provider may be entitled to take against the Client in this regard.
In addition, in the event of late payment as defined above, the customer will owe fixed compensation for recovery costs, in the amount of 40 euros, automatically and without prior notification.
Any bank rejection fees will be the responsibility of the Organization.
In the event of non-compliance with the conditions and payment terms set out above, the Service Provider will not be required to provide the Services ordered by the Client, and may notify the Client of the suspension of its mission.
This suspension will occur following:
– (1) The transmission to the Customer of a first simple email informing them of non-compliance with their payment obligations;
– (2) Without payment on his part within 8 days from the date of this email, a payment reminder reminding him of this clause will be sent by email to the Customer;
– (3) In the absence of payment after a further period of 8 days from the date of this second email, a formal notice to pay will be sent to the Customer by email with acknowledgment of receipt and reading;
– (4) Notification of the suspension of the mission will subsequently be sent by email with acknowledgment of receipt and delivery to the Client, who has not made payment, within 8 days of the formal notice referred to in (3).
This suspension will be lifted and the Service Provider’s mission will resume the day after payment made by the Client. The deadlines initially agreed for the provision of the mission will then be increased by the time of the suspension, without any responsibility of the Service Provider.
The Service Provider cannot be held liable during this period for any reason whatsoever.
On the other hand, if the non-payment should persist, the Service Provider reserves the right to proceed with the resolution of the order agreed with the Customer at its sole fault, or to cancel any possible discounts granted to the latter.
In such a case of resolution, the amounts due for the provision of the Services, for the period remaining until the end initially planned, will become immediately and fully payable.
The customer will keep all the deliverables already submitted, and where applicable an extraction of the software content to which he has subscribed.
Unless expressly agreed in advance and in writing by the Service Provider, and provided that the reciprocal receivables and debts are certain, liquid and payable, no compensation can be validly made by the Client between possible penalties for delay in the provision of the Services ordered or non-compliant with the order, on the one hand, and the sums owed by the Client to the Service Provider for the purchase of said Services, on the other hand.
The service provider’s commitments constitute a reinforced obligation of means, at the end of which the services will be carried out in strict compliance with the professional rules in use as well as in accordance with the conditions of the contractual stipulations.
The Service Provider is thus required to carry out the Services, as they are precisely described in the Scope of the Support Proposal, and where applicable in the associated Contract concluded between the Parties.
The Service Provider will assign to the execution of the services professionals with the skills required to ensure their completion in accordance with its quality standards. It should be noted that any service requested by the Customer, and located outside the Perimeter of
the Support Proposal and, where applicable, the Contract, will be said to be “outside scope”, and will be subject to additional invoicing, unless the Client objects.
The Service Provider will also endeavor, without obligation of result, to carry out the Services ordered, within the time frame provided for in the Support Proposal, and within the duration of the Contract.
The volume of time, identified in the quote by the term “Quantity”, to be distinguished from the “Duration” of the Contract, which is the subject of a specific clause, is an estimated time, to the extent that it cannot take into account the contingencies linked to the performance of the Services, independent of MDS and relating in particular to the needs and requests of the Client.
Therefore, in the event that the volume of time sold is entirely consumed, but the Services ordered are not completed, a Matrix of the remaining actions will be carried out by MDS beforehand, as well as the costing of the additional time necessary to finalize the Services, and a so-called “time” amendment will be proposed to the Client.
If the Client were to refuse to regularize this time amendment, MDS will be released from all of its contractual commitments in terms of actions to be carried out, the Services sold must then be considered by express agreement between the Parties, as fully carried out.
Furthermore, in the opposite hypothesis where the volume of time sold is not entirely consumed, but the “Duration” of the contract expires, an extension of the Contract will then be formalized between the Parties.
If the Customer were to refuse this extension, although it is absolutely necessary for the consumption of the remaining time volume, this refusal must be assimilated to a termination of the order within the meaning of article 2-4 above, and will produce the same effects.
In order to facilitate the proper execution of the services, the Client undertakes:
– to provide the Service Provider with complete, accurate, updated information and documents within the necessary time limits without the latter being required to verify their completeness, accuracy or updating;
– to be particularly diligent regarding requests from the Service Provider to transmit information or documents essential to the accomplishment of its mission;
– to make decisions on time and obtain the necessary hierarchical approvals;
– to designate a correspondent invested with decision-making power;
– to ensure that key contacts and the correspondent are available throughout the execution of the services;
– to notify the Service Provider directly of any possible difficulty relating to the performance of the services;
If the Client should not respect its obligations, and thereby cause a delay in the execution of the Services by the Service Provider, causing an excess of the time sold on the validated quote (quantity), it will be required to pay to the Service Provider in addition to the initial contractually agreed price, all overtime spent, at a rate of 145 euros excluding VAT per hour.
This additional billing will be due in particular in the following non-exhaustively listed cases:
– If the Service Provider were to have to follow up with the Client who has not transmitted diligently and within a reasonable time the information and documents requested by the Service Provider, and these elements are still not communicated to the Service Provider after a period of EIGHT (8) days from this reminder;
– If the Service Provider is required to work on documents transmitted by the Client which prove to be incomplete, inaccurate, or not updated, and thus forcing the Service Provider to repeat all or part of its audit of said documents, or even its recommendations or the deliverables that it has transmitted.
By virtue of the hierarchical and disciplinary authority that it exercises exclusively over its staff, the latter will remain placed under the effective control of the Service Provider during the complete execution of the services.
In the event of intervention on the Client’s premises, the Service Provider undertakes to respect the hygiene and safety obligations of which the Client will communicate the content, provided that its staff is granted protection identical to that granted to the service provider’s employees.
The service provider guarantees the regularity of the situation of its staff with regard to articles L. 1221-10 et seq. and L. 3243-1 et seq. of the labor code. The service provider further certifies that it is in compliance with the provisions of articles L. 8221-1 and L. 8221-2 of the labor code, relating to the fight against hidden work, as well as the provisions of Book III, Title IV of the labor code.
During the duration of the services and for a period of one year after their completion, the Client undertakes not to solicit directly or indirectly, or attempt to poach (or help any other person to solicit or attempt to poach), any employee of the Service Provider, with whom he has had contact in the context of the performance of the services.
In the event of a violation, the Client will be liable to the Service Provider, as a penalty clause, for compensation equal to one year of the last gross remuneration of the person thus poached.
The Services will be provided at the location specified on the order form.
Any trip by the Service Provider to the Client’s premises will result in a count of the time spent by the Service Provider and invoicing of the Client for the actual number of hours spent in the Client’s premises.
Travel to the client’s premises must be planned for appointments of at least 3 hours minimum.
In the event that the Client is required to cancel a work meeting planned at its premises with the Service Provider, less than 72 hours before its date, it will be required to pay the Service Provider a fixed compensation of 500 euros excluding tax, corresponding to the invoicing of half a day of work for the Service Provider.
The provision of the Services may take place at any other location designated by the Client, subject to informing the Service Provider within 15 (fifteen) days before the date on which the service is planned.
Likewise, in the event of a specific request from the Client concerning the conditions of provision of the Services, duly accepted in writing by the Service Provider, the related costs will be subject to additional specific invoicing, based on a quote previously accepted by the Client.
As such, any travel by the Service Provider beyond 100 km from its usual place of work will be entirely the responsibility of the Client (gasoline costs, miscellaneous transport costs, plane tickets, train tickets, vehicle rental, hotel night(s), etc.).
In the absence of reservations or complaints expressly made by the Customer upon receipt of the Services, they will be deemed to conform to the order, in quantity and quality. In the context of GDPR support, reception means the delivery of the deliverables provided for in the Support Proposal, each deliverable being the subject of its own reception.
A deliverable must therefore be considered as received within the meaning hereof, as soon as it is made available to the client in its final version, and duly validated by him.
The Client will have, under penalty of foreclosure, a period of 30 (thirty) days from receipt of the Services, to submit by email any reservations or complaints, with all related supporting documents, to the Service Provider.
No complaint can be validly accepted in the event of non-compliance with these formalities and deadlines by the Customer.
The Service Provider will reimburse the Customer or rectify (to the extent possible) as quickly as possible and at its expense, according to the appropriate terms and conditions approved by the Customer, the Services whose lack of conformity has been duly proven by the Customer, and recognized by the Service Provider.
The Service Provider’s liability can only be incurred in the event of proven fault, failure or negligence, and is limited to direct damage.
The Service Provider is not responsible for its insurers, indirect damage, loss of profit or loss of opportunity or expected profits.
Likewise, and unless a specific guarantee granted by the Service Provider is expressly stipulated in writing, it is not responsible for the financial consequences of actions brought by third parties against the Client.
In any event, and unless otherwise agreed by the Parties, the Customer agrees that whatever the legal basis of his claim, the procedure followed to bring it to a successful conclusion, the number of actions, or parties to the disputes, the possible liability of MDS for
non-performance of its Mission, or in any connection with this execution, will be limited to an amount not exceeding the sum paid by the Organization over the duration of the contract.
The Client is also expressly informed that he must in all cases declare to the Service Provider, in writing, the existence of events likely to give rise to his liability, within a maximum period of 30 (thirty) days from their discovery, under penalty of foreclosure of any action against him relating thereto.
The Service Provider cannot be held liable in the following cases:
– In the event of failure by the Organization to fulfill its obligations hereunder;
– Following a failure or deficiency in a service the provision of which is not its responsibility, nor its possible subcontractors;
As such, under no circumstances can MDS be held responsible for technical problems linked to the use of the Customer’s hardware and computer network, nor for any loss of data that may result therefrom. The Client will protect himself, if necessary, against these risks by creating a duplicate of all documents, files and media.
– For facts and/or data which do not fall within the scope of the Support Proposal, and/or which are not an extension of it;
– In the event of use of the results, documents, deliverables transmitted by MDS, for a purpose or in a context different from that in which it took place, incorrect implementation of MDS recommendations, failure to take into account all or part of said recommendations, or failure to take into account the reserves of
MDS, which may then, if it considers it necessary, send a letter of release to the Customer.
– In the event of damage resulting from data processing not audited by MDS. In addition, the omission by the Client, whether voluntary or negligent, of any information necessary for the proper execution of the MDS Mission, exonerates the service provider from any liability that may result therefrom.
The same applies in the event of communication of incomplete, inaccurate or not updated information, transmitted by the Organization and required to be processed by MDS.
Each party undertakes not to disclose confidential information received from the other party.
Confidential information means information of any nature, visual or oral, on any medium whatsoever, relating to the structure, organization, business, various internal policies, projects and personnel of each party.
The Parties undertake in this respect to respect the confidentiality of information, data, know-how documents, of any nature whatsoever (technical, commercial, strategic, financial, etc.), exchanged for the execution of the contract concluded between the Parties, throughout its duration and for a period of 10 (ten) years from its expiration, or its last renewal.
The Parties will take all necessary measures to prevent the disclosure of this information to third parties, with the same care taken to preserve their own confidential information. They undertake to limit and regulate the disclosure of this information, for the purposes of the contract, within their staff and their external advisors, for which they ensure compliance with this clause.
Any confidential information disclosed will remain the property of the Party which transmitted it, who may request the return of any medium used for its transmission (as well as any copy or reproduction), without delay and upon first request.
The obligations and restrictions set out above do not apply:
– confidential information which belongs to the public domain, or was freely acquired before the start of the service;
– are or become known otherwise than as a result of a violation of this article;
– or must be communicated under a legal or professional obligation or at the request of any judicial or regulatory authority empowered to require the disclosure of confidential information;
– to the information present in the Deliverables.
Subject to its confidentiality obligations, the Service Provider reserves the right to perform services for companies competing with that of the Client.
The Client becomes the owner of the Deliverables and Results provided by the Service Provider as they are produced. To meet the requirements of the Intellectual Property Code, it is specified that the Service Provider transfers to the Client on an exclusive and definitive basis, with all the associated factual and legal guarantees, all exploitation rights over the results of the services for its internal needs, and those of the beneficiaries and in particular for the purposes of carrying out its project, with the exception of any right to market the Deliverables and Results of the Services.
The tools and methods used by the Service Provider in the execution of the contract remain its exclusive property.
The Parties undertake to comply with the regulations in force applicable to the protection of personal data and in particular, the provisions of Law 78-17 of January 6, 1978 relating to data processing, files and freedoms, as well as Regulation (EU) 2016/679 of the European Parliament and of the Council of Europe of April 27, 2016, applicable from May 25, 2018 (GDPR).
MDS also informs the Customer that the data concerning them, collected when placing their order, are essential to the formalization of the contractual relationship. Said data is processed by MDS, in its capacity as Data Controller, for the purposes of managing the commercial relationship and managing its accounting. The legal basis for the processing of Customer data is the execution of the contract or pre-contractual measures concerning the management of the commercial relationship, and compliance with a legal obligation concerning the management of accounting. The recipients of the personal data thus processed may be authorized personnel of MDS, as well as authorized personnel of service providers.
which it may call upon for the execution of the contract, and which meet the requirements of Article 28 of the GDPR.
None of the data is transferred outside the European Union.
MDS retains the data for the duration of the contractual relationship. After execution of the contract, the data may also be kept in intermediate archiving, to meet accounting or tax obligations or for evidentiary purposes in the event of litigation, within the limit of the applicable limitation period.
In accordance with current regulations, the Customer is informed that he can access his data or request their deletion. He also has a right of opposition, a right of rectification, a right to limit the processing of his data, a right to the portability of his data as well as the right to define directives relating to the fate of his personal data after his death.
Any request must specify the reason for the request, and the order reference. I the Customer considers, after contacting MDS, that his IT and Liberties rights are not respected, he can send a complaint online, directly on the CNIL Website or by post to: CNIL – 3 Place de Fontenoy – TSA 80715 – 75334 PARIS CEDEX 07.
The Parties cannot be held responsible if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, within the meaning of article 1218 of the Civil Code (and in particular cyclonic conditions, impassable roads making it impossible for the service provider to travel to the client’s premises).
The party noting the event must immediately inform the other party of its impossibility due to the occurrence of a case of force majeure, and of the impossibility of performing its service.
In the case of the Service Provider, he may, if necessary, offer to carry out his service remotely (by email, telephone, videoconference).
The suspension of obligations cannot under any circumstances be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or late payment penalties.
The execution of the obligation is in principle suspended for the entire duration of the force majeure if it is temporary, and does not exceed a duration of 30 days.
During this suspension, the parties agree that the costs generated by the situation will be divided equally.
As soon as the cause for the suspension of their reciprocal obligations disappears, the parties will make every effort to resume the normal execution of their contractual obligations as quickly as possible. To this end, the prevented party will notify the other of the resumption of its obligation, by registered letter with acknowledgment of receipt or by email with acknowledgment of receipt and reading.
If the force majeure event were to last more than thirty (30) days from the date of its occurrence, the contract concluded by the Service Provider and its Client may be terminated by the most diligent party, without either party being able to claim damages.
This termination will take effect on the date of receipt of the registered letter with acknowledgment of receipt denouncing said contract.
The Service Provider declares that it holds an insurance policy covering its professional civil liability for the entire duration of the contract, for damage for which the client may request compensation.
The Service Provider undertakes to provide the Client with a copy of the subscription to the said policies and the payment of the related premiums upon the Client’s request.
In addition, the Service Provider ensures, in its capacity as employer, the administrative, accounting and social management of its employees involved in the execution of the Services, and must more particularly fulfill its obligations with regard to the provisions of labor law. It meets all legislative and regulatory provisions relating to the fight against hidden work, and may transmit to the Client all documents and certificates likely to justify this.
The contractual relationship between the Parties may under no circumstances be considered as leading to the formation of a joint venture or a de facto partnership between the Parties, nor as an agreement conferring on one of the Parties the status of employee, legal representative, or commercial agent or more generally a contractor of common interest of the other Party.
It is expressly agreed that each Party acts exclusively in its own name and on its own behalf, independently and not subordinately. Each of the Parties therefore undertakes not to represent the other in any way, except with express written mandate either.
If one or more stipulations of these general conditions are held to be invalid or declared such in application of a law, a regulation or following a final decision of a competent court, the other stipulations will retain their full force and scope.
The fact that one of the parties does not take advantage of a breach by the other party of any of the obligations referred to in these general conditions cannot be interpreted for the future as a waiver of the obligation in question.
In the event of difficulty of interpretation between any of the titles appearing at the head of the clauses, and any of the clauses, the titles will be declared non-existent.
All disputes concerning the application of these general conditions of sale and the contracts concluded between the parties, concerning their interpretation, validity, execution, resolution, consequences and consequences, will be submitted to the competent courts under the conditions of common law.
By express agreement between the parties, these General Conditions of Sale and the purchase and sale operations resulting from them are governed by French law.
They are written in French. In the event that they are translated into one or more languages, only the French text will be authentic in the event of a dispute.
These General Conditions of Sale are expressly approved and accepted by the Customer, who declares and acknowledges having perfect knowledge of them.
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