General terms and conditions of sale

1. Scope

These general terms and conditions of sale (the “Terms”) apply to all services offered by Fenella Rauscher EI (the “Provider”): training courses she organises directly, consulting and support services, Legal Engineering and talks.

They are reserved for business clients, i.e. companies, organisations and persons acting for the purposes of their professional activity (the “Client”).

They do not apply to training courses ordered from another training provider for which the Provider works as a trainer: in that case, that provider’s terms apply.

These Terms form the basis of commercial negotiations (French Commercial Code, art. L441-1). Specific terms set out in the quote or the training agreement prevail over these Terms. These Terms prevail over the Client’s purchasing conditions, unless the Provider agrees otherwise in writing.

2. Orders

Each service is subject to a quote or proposal specifying its content, duration, arrangements and price. Quotes are valid for 30 days.

The order becomes binding upon receipt of the signed quote, or of the signed training agreement, together with acceptance of these Terms.

Each training course is subject to a training agreement (French Labour Code, art. L6353-1). At the end of the course, the Provider issues a certificate of completion.

3. Nature of the services

The services consist of training, general information, methodological consulting and support (methods, tools, documentation). Within the meaning of French Law No. 71-1130 of 31 December 1971, they do not constitute personalised legal advice, the drafting or validation of legal instruments, or assistance or representation before any authority or court. The Provider is a jurist (a legal professional trained in law); she does not practise as a lawyer. Where a question calls for an opinion on a specific situation or an instrument that binds the Client, the Provider informs the Client and invites them to consult a lawyer.

Documents produced during an engagement (AI use mapping, AI use policy, procedures, materials) are built together with the Client, based on the information the Client provides. Before any legal use, in particular their incorporation into the Client’s internal rules or contracts, they must be approved by the Client’s lawyer or legal department. The Client remains solely responsible for its decisions and its regulatory compliance.

The Provider is bound by an obligation of means (best efforts), not an obligation of result.

4. Prices

Prices are stated in euros, exclusive of tax. VAT not applicable, art. 293 B of the French General Tax Code. If the Provider becomes liable for VAT, it will be added to the prices at the applicable rate.

For on-site services, travel, accommodation and meal expenses are stated in the quote, either as a flat fee or at actual cost on presentation of receipts.

5. Payment

A deposit of 30% of the price may be requested with the order; the quote specifies this. The balance is invoiced at the end of the service, or monthly for long engagements. Invoices are payable within 15 days of their date, by bank transfer.

No discount is granted for early payment.

In the event of late payment, penalties are due automatically, without any reminder, at the rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. In addition, a fixed indemnity of €40 for recovery costs is due (French Commercial Code, art. L441-10 and D441-5), supplemented if the costs actually incurred are higher.

Third-party funding. If the Client wishes to have a training course funded by a third-party body (an OPCO, i.e. a French training funding body, or another), it is the Client’s responsibility to check the funding conditions and to apply before the course begins. If funding is refused or only partial, the Client remains liable for the price.

6. Cancellation, postponement and absence

By the Client. Any cancellation or request for postponement must be made in writing (email). For a scheduled training course or intervention:

• more than 30 days before the scheduled date: free of charge, except for expenses already incurred and non-refundable (transport tickets, for example);
• between 30 and 15 days before: 30% of the price;
• between 15 and 7 days before: 50% of the price;
• less than 7 days before, or absence on the scheduled day: 100% of the price.

A postponement requested more than 15 days in advance is accepted free of charge once, provided the new date falls within 6 months. The Client may replace one participant with another, free of charge, until the training begins.

If a participant drops out during the training, only the hours delivered are invoiced as training. Amounts due for cancellation or dropping out constitute compensation: they are invoiced separately and may not be presented to a funding body as training costs.

For a consulting engagement, a Client who ends it early pays for the work carried out and the expenses incurred up to the date it ends.

By the Provider. If the Provider is prevented from delivering the service (illness, force majeure), she proposes a new date. If no date is suitable, the amounts paid for the service not delivered are refunded, without any further compensation.

7. Conduct of training courses

For training on the Client’s premises, the Client provides a suitable room and equipment. For remote training, each participant has a computer, an internet connection and the tools specified in the training agreement.

Participants comply with the training rules, which are provided before the course begins.

The Client informs the Provider in advance of any adjustment needed because of a disability, so that the training can be adapted.

8. Client’s obligations

The Client provides accurate and complete information, as well as the necessary access and documents, in good time. It appoints a contact person. It transmits only the personal data strictly necessary for the service.

9. Confidentiality

Each party keeps confidential the non-public information of the other party that it learns during the service, for its entire duration and for 5 years after it ends.

Artificial intelligence tools. The Provider may use artificial intelligence tools to prepare and deliver her services. She configures them so that the information entered is not used to train the models.

• Day-to-day correspondence: an AI assistant may help her handle her emails and appointments, as stated in her privacy policy. The Client may ask for its correspondence to be handled without this tool.
• Documents and information relating to the assignment: before entering the Client’s confidential information or personal data into an AI tool, she anonymises or removes it; otherwise, she obtains the Client’s prior consent.

10. Intellectual property

The Provider’s training materials, methods, tools and templates remain her property. The Client receives a personal, non-exclusive right of use for its internal needs, without any right to resell them or distribute them to third parties. Recording sessions is prohibited without written consent.

Deliverables produced specifically for the Client, such as an AI use policy, may be freely used, modified and distributed internally by the Client after full payment. The Provider retains her know-how and may reuse the generic, non-confidential elements of her work.

11. References

The Provider cites the Client’s name or logo as a reference only with the Client’s prior written consent.

12. Personal data

Each party complies with data protection regulations, in particular the GDPR. The Provider’s processing of data for her own business is described in her privacy policy, published on her website.

When the Provider processes personal data on behalf of the Client, she acts as a processor (GDPR, art. 28). In that case, she:

• processes it only on the Client’s instructions and for the purposes of the service;
• ensures its confidentiality and security;
• uses another service provider only after informing the Client;
• helps the Client respond to requests from data subjects;
• informs the Client without delay of any personal data breach;
• deletes or returns the data at the end of the service, at the Client’s choice.

13. Liability

The Provider can only be held liable in the event of proven fault. Her liability is limited to direct and foreseeable damage and capped at the amount, exclusive of tax, paid by the Client for the service concerned. This cap does not apply in the event of gross negligence or wilful misconduct, nor to personal injury.

The Provider is not liable for decisions made by the Client, for the Client’s use of artificial intelligence tools and their outputs, or for changes in regulations after the service.

14. Force majeure

Neither party is liable for a delay or failure to perform due to force majeure (French Civil Code, art. 1218). If the impediment lasts more than one month, either party may end the service in writing, without compensation, the work already carried out remaining payable.

15. Other contributors

The Provider may call on other contributors, with the Client’s prior consent. She remains responsible for the service.

16. Governing law and disputes

These Terms are governed by French law. In the event of a difficulty, the parties first seek an amicable solution for 30 days. Failing that, the dispute is brought before the competent court under the ordinary rules of law.

The applicable Terms are those in force on the date of the order. They may be translated for information purposes; only the French version is legally binding.