General Conditions
of Services

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Article 1. – Object

 

These general conditions of service provision are systematically addressed or delivered to each professional customer (hereinafter the “Customer”) to enable them to place an order with IZINOVATION, SAS registered in the Lyon Trade and Companies Register under number 911 558054, whose head office is located at 13 rue des Emeraudes – 69006 Lyon, represented by the company IZIGROUP, itself represented by Mr. Romain LASSEUR, acting as president (hereinafter “IZINOVATION”) for the realization of provision of scientific testing services (hereinafter the “services”).

 

The services provided by IZINOVATION to the customer are subject to these general conditions, which take precedence over any document from the customer and in particular its purchasing conditions, unless formally and expressly waived by IZINOVATION.

 

Any order for services by the customer from IZINOVATION implies unreserved acceptance of these general conditions of service provision, which cancel any contrary clauses that may appear on the customer’s documents or correspondence.

 

Article 2. – Forming the contract and placing an order

 

IZINOVATION establishes a quote for the services requested by the client to which these general conditions are annexed. The quote and these conditions form the contract between IZINOVATION and the customer.

 

If the quote is accepted by the customer, the order for services is considered firm and definitively accepted by IZINOVATION. It cannot then give rise to any cancellation by the customer without the prior written consent of IZINOVATION.

 

The quote accepted by the customer constitutes the special conditions with any additional contracts relating thereto, deviating from these general conditions.

 

Article 3. – Modification, postponement or cancellation of the order

 

IZINOVATION reserves the right to refuse any modifications, postponement and/or cancellation of order(s) requested by the customer.

 

3.1 – Editing the order

Any modification of the order desired by the customer must be previously and expressly accepted by IZINOVATION and must be the subject of a written agreement between IZINOVATION and the customer in the form of an amendment and specifying the conditions under which the modification of the order order accepted by IZINOVATION is processed. In the event of refusal of the amendment by the customer, the initial order will be maintained unless agreed in writing between IZINOVATION and the customer.

 

3.2 – Postponement or cancellation of order

In the event of postponement or cancellation of a firm and definitive order whose postponement or cancellation has been accepted by IZINOVATION under the conditions provided for in article 3.1, the customer will be immediately liable, unless otherwise agreed in writing between IZINOVATION and the customer. :

 

  • no compensatory compensation, if the request for postponement or cancellation occurs at least thirty (30) calendar days before the start of performance of services as provided for in the special conditions;
  • a compensatory allowance corresponding to thirty percent 30% of the total price excluding voluntary allowances and taxes stipulated in the special conditions, if the request for postponement or cancellation occurs less than thirty (30) days and at least fifteen (15) calendar days before the start of performance of services as provided for in the special conditions.
  • a compensatory allowance corresponding to fifty percent (50%) of the total price excluding voluntary allowances and taxes stipulated in the special conditions if the request for postponement occurs less than fifteen (15) calendar days before the start of performance of services such as provided for in the special conditions;
  • compensatory compensation equivalent to the costs incurred and the services provided by IZINOVATION on the date of acceptance of the postponement or cancellation of the services ordered and without the amount of these costs being less than fifty (50%) of the price total excluding tax stipulated in the special conditions, if the postponement or cancellation occurs while the execution of services has started

 

In the event of postponement or cancellation of an order, the compensatory compensation will be definitively and irrevocably acquired by IZINOVATION.
Any service not started one year after its order will be closed and will be the subject of a new quote for its relaunch at the customer’s request.

 

Article 4. – Deadlines for completion and delivery of Services

 

The delivery times for the services provided for in the special conditions are given for information only. IZINOVATION cannot be held liable towards the customer in the event of possible delays in the provision of services and these possible delays cannot give rise, for the benefit of the customer, to any right to compensation.

The client undertakes to take all measures to enable the services to be carried out within the scheduled time frame.

IF THE PROVISION OF THE SERVICE IS DELAYED FOR A REASON BEYOND IZINOVATION’S CONTROL, IT WILL BE DEEMED TO HAVE BEEN PROVIDED ON THE AGREED DATE.

 

Article 5. – Results

 

5.1 – Communication of results

IZINOVATION delivers to the client the results of the services (the “Results”) in the form of a report. Only the final versions of the original and complete reports, without modification and/or alterations, are valid and will be considered authentic between IZINOVATION and the client.

 

5.2 – Confidentiality of results

In accordance with the various legal and regulatory provisions, IZINOVATION undertakes not to communicate the results to third parties, either in writing or orally, without the written consent of the client and vice versa.

These results remain confidential unless expressly agreed by the parties.
In accordance with legal and regulatory provisions, IZINOVATION is not bound by an obligation of confidentiality towards the supervisory authorities.

 

5.3 Reservation of title and intellectual property rights to the results

IZINOVATION retains ownership of the results until effective payment of the entire price in principal and incidentals. The delivery of a bill of exchange or any other document generating an obligation to pay does not constitute a payment within the meaning of this document. Failure to pay any of the deadlines may result in IZINOVATION claiming ownership of the results.

Any illicit use or reproduction, even partial, of results before effective payment of the entire price in principal and accessory, may justify an action for infringement, on a criminal and/or civil level for violation of the intellectual property rights of IZINOVATION as well as any other action that IZINOVATION deems useful.

IZINOVATION retains full intellectual property of all processes, methodologies, techniques and know-how deployed by it in the execution of services.

 

Article 6. Study

 

6.1 – Insurance

IZINOVATION has taken out insurance guaranteeing its civil liability as a testing laboratory.
The client will take out insurance covering his civil liability in his capacity as promoter or sponsor of a research service, in accordance with the regulations in force.

 

Article 7. – Customer information obligation

As part of the quotes it produces, IZINOVATION develops its service offer based on the information provided by the customer. The latter also undertakes to communicate to IZINOVATION all the necessary information regarding the services requested and remains fully responsible for the information thus provided.
It is expressly understood that IZINOVATION cannot be held liable, under any circumstances, if the customer has transmitted incorrect or incomplete information.

 

Article 8. – Financial conditions

Unless otherwise stipulated in the special conditions, prices are set in euros excluding tax. The quote is valid for three (3) months from its communication to the customer. Once the quote is signed within this period, the price is firm and final and can only be revised by written agreement between IZINOVATION and the customer.

If during the performance of the services, the customer requests modifications to the services initially ordered, these must be expressly and previously accepted by IZINOVATION in accordance with article 3 of these general conditions and will give rise to additional invoicing. in accordance with the prices applied by IZINOVATION at the time of acceptance of the modification request.

Unless otherwise stipulated, prices are payable within thirty (30) calendar days from the date of issue of the invoice, according to the following schedule:

 

  • fifty percent (50%) of the total amount due payable on the date the protocol is signed by the client as a deposit.
  • fifty percent (50%) of the total amount due payable on the date of receipt of the first results materialized by the first version of the report sent by IZINOVATION to the client.

 

Payment of invoices issued by IZINOVATION is made by bank transfer payable to IZINOVATION to the bank account indicated in each invoice.

In accordance with the provisions of article L.441-6 of the Commercial Code, in the event of late payment, the customer will be liable for a late payment penalty calculated on the basis of an interest rate equal to three (3 ) times the legal interest rate in force on that date, without a reminder being necessary. Any late payment automatically entails, in addition to late payment penalties, an obligation for the customer to pay a fixed compensation of forty euros (€40) for recovery costs. Additional compensation may be claimed by IZINOVATION, upon receipt of supporting documents, when the recovery costs incurred are greater than the amount of the fixed compensation.

Without prejudice to any damages to which IZINOVATION may be entitled, any delay in payment will result, after prior notice from the customer.

 

  • The immediate payment of sums remaining due under the customer’s order and the immediate payment of all invoices established between IZINOVATION and the customer regardless of their due dates and the agreed payment conditions;
  • Payment before completion of any order for services already accepted;
  • The loss of discounts that could have been granted and/or acquired to/by the customer.

 

In the event of late payment, IZINOVATION also reserves the right to suspend or cancel current orders for services.

 

Article 9. – Regulatory or third-party intervention

 

In the event of intervention by an administrative authority or a third party, during the performance of the services, IZINOVATION undertakes to inform the client as soon as possible and vice versa for the client, in order to take the necessary measures. measures necessary for the proper continuation of services.
If necessary, the services will be interrupted or postponed and the contract will then be suspended.
If the suspension is maintained for more than thirty (30) days, IZINOVATION will have the possibility of requiring from the customer the transfer of the sums corresponding to the expenses incurred in full until the day on which the suspension unless otherwise stipulated in the special conditions, and under a period of thirty (30) days upon presentation of an invoice.
In the event of cancellation of services by the client or by any administrative authority, the client will pay IZINOVATION the sums corresponding to the expenses incurred in full unless otherwise stipulated in the special conditions, and within thirty (30) days upon presentation invoice from the date of cancellation.
IZINOVATION reserves the right to demand the payment of compensation in accordance with Article 3.2 hereof in the event that this suspension and/or cancellation is attributable to the customer and that it causes him harm.

 

Article 10. Force majeure

 

The parties cannot be held responsible for delays or failures to fulfill their contractual obligations attributable to a case of force majeure as defined in article 1218 of the Civil Code.
Without this list being imitative, may constitute a case of force majeure if the conditions of article 1218 are met: illness, disability, death of an investigating doctor, loss, destruction of research products , lockout, strike, epidemic, embargo.
In the event of the occurrence of a case of force majeure, the affected party shall immediately inform the other party and the parties will take all reasonable measures to limit the consequences of such a case. In the event of the occurrence of a force majeure event resulting in the temporary impossibility for one of the parties to perform its obligations, the performance of its obligations by the affected party will be tolerated for the duration of the force majeure event and at most during the continuous period of thirty (30) calendar days. If the inability to perform the obligations of the contract exceeds thirty (30) calendar days, the parties may terminate these general conditions as well as the specific conditions by registered letter with acknowledgment of receipt without any other formality.

 

Article 11. Subcontracting

 

The customer accepts the use by IZINOVATION of possible subcontractors to carry out all or part of the services entrusted to it.

 

Article 12. Responsibility

 

IZINOVATION can only be held liable in the event of failure to fulfill one of its obligations in the performance of the services as described in the quote accepted by the customer.
IZINOVATION undertakes to carry out again, at its expense and as quickly as possible, the services for which proven non-compliance is DIRECTLY AND EXCLUSIVELY attributable to it.
In any event, IZINOVATION’s liability for the provision of services will be expressly limited to the amount actually paid by the customer for the disputed services.
It is further understood that IZINOVATION cannot, under any circumstances, be responsible for possible consequential and non-consequential immaterial damages and/or indirect damages such as, for example, operating losses, production losses, lack of gain, loss of profit, loss of contract, loss of image, immobilization of equipment or personnel, etc.
The customer assumes responsibility in the event of failure to fulfill one of his obligations provided for in these general conditions and the special conditions. The client is also responsible for the execution of all the obligations incumbent on him under the various legislative and regulatory provisions, as well as it is his sole responsibility to determine the qualification (“interventional research”, or other) of the research. envisaged, objects of each study protocol objects of the services, within the meaning of the provisions of article L 1121-1 of the Public Health Code.
The client undertakes to repair all direct or indirect damage caused to IZINOVATION and to bear all costs and penalties to be borne by IZINOVATION or third parties which may result from poor qualification of the research and/or any document. , incorrect or incomplete information element as well as any product or sample not in compliance with the applicable legislation and regulations transmitted by the customer to IZINOVATION for the performance of the services.
Finally, the client remains solely responsible for the use made by him of the results and in particular of the reports and analyzes established by the latter.

 

Article 13. Personal data

 

Within the meaning of the applicable legislation and regulations relating to the protection of personal data and in particular European Regulation n°2016/679 of April 27, 2016 known as the “General Data Protection Regulation” and law n°78-16 of January 6, 1978 as amended, known as the “Data Protection Act” (together hereinafter the “Applicable Law on Data Protection”), the client is responsible for the processing of personal data collected as part of the study for which the services are carried out. In this regard, the customer is responsible for implementing appropriate technical and organizational measures to ensure and be able to demonstrate that the processing carried out complies with Applicable Data Protection Law.

The Client guarantees (i) having made all the necessary declarations and/or formalities to ensure the legality of the processing of personal data in accordance with the aforementioned texts and, where applicable, and the reference methodologies approved by the National Commission on IT and Freedoms, (ii) having informed and obtained the consent of the persons concerned to the processing of their personal data by IZINOVATION in the context of the provision of services, and (iii) implementing the necessary means to comply with all moment the rights of the persons concerned.

Within the meaning of Applicable Data Protection Law, IZINOVATION acts as a subcontractor of the client responsible for processing, and is responsible to him for compliance with the requirements of Applicable Data Protection Law. As a subcontractor, IZINOVATION therefore undertakes to respect the following obligations and to be respected by its staff:

 

  • process personal data within the strict and necessary framework of providing the services and only act on the basis of the client’s documented instructions. As such, IZINOVATION will directly inform the customer if it considers that an instruction constitutes a violation of Applicable Data Protection Law;
  • ensure the confidentiality of Personal Data and ensure that each person it authorizes to process such data undertakes to respect confidentiality or is subject to an appropriate obligation of confidentiality;
  • ensure the security and integrity of personal data and as such implement the technical and organizational measures provided, as required by Applicable Data Protection Law, to:
    • (i) Protect personal data against destruction, loss, alteration, disclosure to unauthorized parties. As such, IZINOVATION will pseudonymize personal data before transmitting it to the customer;
    • (ii) Ensure the restoration of the availability of personal data and access to it within the appropriate time frames in the event of a physical or technical incident;
  • not use personal data for purposes other than those provided for in these general conditions and the specific conditions strictly linked to the performance of the services and not keep them beyond the duration of the performance of the services or any other duration specified by the customer. In any event, IZINOVATION undertakes to delete and destroy any copy or return to the client, at the latter’s choice, all personal data at the end of the performance of the services relating to the processing(s) with the exception of a copy of this data that IZINOVATION will archive for the period necessary for the purposes of complying with its legal obligations regarding the safety of persons lending themselves to research in particular and for the justified purposes of the proper performance of the services;
  • not grant, rent, transfer or otherwise communicate to another person all or part of your personal data;
  • provide assistance to the customer in order to enable him to respond, within the time limits and under the conditions provided for by Applicable Data Protection Law, to any request to exercise a right, request or complaint from a data subject or a data protection authority or any other regulator;
  • provide assistance to the client in the context of carrying out an impact analysis relating to privacy and/or in the context of formalities which would be to be carried out by the client. The customer acknowledges and accepts that the assistance provided in this context will be the subject of a separate service proposal from IZINOVATION;
  • make available to the client, subject to compliance with a confidentiality commitment, all the information necessary to demonstrate compliance with the obligations provided for in this article and to enable audits to be carried out;
  • upon termination of these general conditions and special conditions, for whatever reason, proceed to the destruction of all manual or computerized files containing personal data;
  • to immediately alert the customer in the event of a personal data breach and assist him in implementing any action to deal with this data breach, including notifications to the competent authorities and to the persons concerned by the breach and to provide all the useful information needed to assess the extent of the data breach and identify the means to remedy it.

 

IZINOVATION is prohibited from transferring personal data processed in the context of the execution of these general and specific conditions, whether due to the provision of services or due to use of subcontracting. authorized, to countries outside the European Economic Area which have not been recognized by the European Commission as ensuring an adequate level of protection(i) without having previously obtained the express written authorization of the customer; and (ii) and without the implementation of legal instruments recognized as appropriate by Applicable Data Protection Law to govern the transfer(s) concerned. Notwithstanding the foregoing, the customer acknowledges and accepts that for the purposes of providing services, personal data may be transmitted to IZINOVATION subsidiaries located outside the European Union, under conditions of security and confidentiality in accordance with the requirements. of Applicable Data Law.

 

Article 14. – Legal clauses

 

In the event of performance of its obligations by one party, these general and specific conditions will be automatically terminated for the benefit of the other party without prejudice to any damages that could be claimed from the defaulting party.
The resolution will take effect seven days after sending an unsuccessful formal notice.

 

Article 15. – Dispute resolution – Applicable law

 

ANY DISPUTE BETWEEN IZINOVATION AND THE CUSTOMER RELATING TO THE EXISTENCE, FORMATION, EXECUTION, INTERPRETATION AND/OR TERM OF THESE GENERAL CONDITIONS AND THE SPECIAL CONDITIONS, EVEN IN THE EVENT OF A WARRANTY ACTION OR MULTIPLE DEFENDANTS, WOULD BE IN THE FAILURE OF AN AMICABLE AGREEMENT, THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL TRIBUNAL OF LYON.
THESE GENERAL CONDITIONS AND THE SPECIAL CONDITIONS ARE GOVERNED BY FRENCH LAW. ONLY THE ORIGINAL TEXT OF THIS DOCUMENT, WRITTEN IN FRENCH, WILL HAVE AUTHENTIC VALUE.

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