Legal Notice

General terms and conditions of sale

Article 1 - General clause

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These general terms and conditions of sale (hereinafter the "GTC") apply to the quotes and to the services delivered by MCBD Services EURL, with a share capital of 5,000 euros, registered in the Trade and Companies Register of Grasse under the number 909 464 661, whose registered office is located at 26 Chemin du Castellaras, 06330 Roquefort les Pins, France (hereinafter “MCBD Services").​

These GTC prevail over any other conditions of the Client.

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Article 2 - Definitions

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• Client: refers to any natural or legal person to whom MCBD Services sends a quote and/or provides one or more services.

• Quote: refers to the proposal sent by MCBD Services to the Client, which mentions the service(s) offered, the fee(s), the date(s) of the service(s) provided, as well as any other special conditions that apply to the contract.

• GTC: refers to these general terms and conditions of sale.  

• Contract: refers to the contractual relationship between MCBD Services and the Client, which is governed by these GTC, as well as by the special conditions contained in the quote or in any other document provided by MCBD Services to the Client.

• Deliverable: refers to any document provided by MCBD Services to the Client as part of a service, in particular the documents such as: "diagnosis and recommendations", "strategic plan", "action plan", as well as any other document provided in relation to the service(s) provided for in the contract.

• Partner or external service provider: refers to any natural or legal person other than MCBD Services offered to the Client by MCBD Services to perform one or more specific task(s), in addition to the task(s) provided by MCBD Services.

• Services: refers to the services offered by MCBD Services, which are described in general terms on its Website, which is accessible from URL www.mcbdservices.com, and more specifically in the commercial proposal or quote sent to the Client.

• “À la carte” services: refers to any one-off service within the framework of a defined project.

• Retainer: refers to any regular service for a fixed number of monthly hours and for a period defined in the quote.

Article 3 - Conclusion of the contract

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Unless otherwise stated in the quote, any quote provided by MCBD Services is valid for one month from the date it was provided to the Client. It constitutes the special conditions applicable to the contract, which prevail over these GTC and which they modify and/or supplement.​

In case no quote was provided or MCBD Services receives a service request in a document other than its quote, this service request will only be considered to have been accepted by MCBD Services after it has sent a written acceptance to its Client. The terms and conditions contained in this written acceptance will constitute, in this case, the special conditions applicable to the contract.​

The dates and resources necessary for the performance of the service(s) will only be booked after MCBD Services receives a written confirmation by the Client as well as the advance payment, under the conditions mentioned below.

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Article 4 – Confidentiality

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MCBD Services undertakes to keep confidential any information concerning the Client, of which it will have become aware, as well as any document communicated by the Client during the course of the performance of the contract.

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Article 5 – Intellectual property

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All documents provided or sent by MCBD Services to the Client, including any deliverables, remain MCBD Services' exclusive property.  ​

The Client undertakes to strictly respect the intellectual property rights of MCBD Services on all documents, in particular the deliverables, that it has communicated to him / her and not to disclose the know-how contained in these documents to any third party, under any form and for any reason, whatsoever. In addition to this, the Client undertakes not to copy, modify, reproduce, distribute, publish or integrate on any medium, adapt, transfer or assign, license, sub-license, give as a guarantee, or otherwise communicate materials provided by MCBD Services, without its express prior consent.

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Article 6 – Performance of the contract

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6.1 Location  

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The contract shall be performed at MCBD Services’ registered office. It may also be performed at the Client’s premises, if necessary.

In case the Client requests that the contract be performed in a different location, any costs incurred (venue rental for instance) shall be borne by him/her. In addition, any food, travel costs etc. incurred by the Client’s employees, associates and partners, shall also be borne by him/her.

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6.2 Dates  

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The contract shall be performed on the date(s) agreed upon between MCBD Services and the Client and cannot, in principle, be modified.

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Request for change of date(s)

MCBD Services reserves its right to change the date(s) initially set for the performance of the service(s) and undertakes, in this case, to notify the Client as soon as possible.​

If the Client wishes to change the date(s) of the performance of the service(s), he / she shall notify MCBD Services in writing as soon as possible and, in any event, respect a minimum notice period before the date that was initially set. If the Client fails to respect the minimum notice period specified below, then he /she shall pay all the amounts due under the contract, without MCBD Services being required to provide the service(s) agreed under the contract.

For any "à la carte" service, the minimum notice period is one week. 

In case of a retainer agreement, the minimum notice period is two weeks when the change requested concerns one specific date. In case the change requested concerns regular dates, the notice period is one month.​

In addition, the date(s) agreed shall not be postponed by more than three months.​

MCBD Services undertakes, under these conditions, to do its best to satisfy the Client's request, without however guaranteeing that it will be able to provide its service(s) on the new date(s) proposed by the Client.  

In any case, any costs incurred by MCBD Services in preparation for the performance of its service(s) (hotel, flight, train, car rental etc.) shall be invoiced to the Client, regardless of the notice period given.

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6.3 Hours

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"À la carte" services

As regards "à la carte" services, the quote provided by MCBD Services may contain an estimate of a total number of hours necessary to perform the service(s) requested. This estimate is the result of a preliminary analysis, by MCBD Services, of the scope of the service(s) requested by the Client. The actual number of hours necessary to perform the service(s) requested may vary, depending on the Client's requests, as well as on information provided at a later stage by the Client, or on other circumstances.​

MCBD Services undertakes to notify the Client as soon as possible if the anticipated number of hours needs to be revised to make sure that the service(s) can be provided in full.

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Retainer agreement

As regards subscription services, MCBD Services and the Client agree on a weekly and / or monthly number of hours and on the dates of performance for the entire duration of the contract.​

If the Client wishes to change the number of hours agreed, he /she must do so in writing and send a request to MCBD Services as soon as possible and, in any case, shall give MCBD Services at least two weeks notice.  ​

Failing to comply with this minimum notice period, in case the Client’s request is to reduce the number of weekly / monthly hours, then he/she shall pay all the amounts due under the contract for the number of hours agreed upon in the contract.​

If the Client’s request is to increase the number of weekly / monthly hours, MCBD Services cannot guarantee to be able to satisfy the Client's request. In this event, any additional hour will be invoiced at MCBD’s "standard" hourly rate of 200 euros before tax.

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6.4 Reporting

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MCBD Services undertakes to report regularly to the Client on the progress of the project in progress.​

Concerning  the services that are based on a number of hours, MCBD Services undertakes to produce regular reports on the hours worked for the Client. Any hour started is due by the Client in full. 

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6.5 Service provider(s) or external partner(s)

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As part of the service performance, MCBD Services may advise the Client to use the services of one or more specialised external service providers or partners. If the Client decides to enter into an agreement with the service provider or external partner, the fees for the service(s) provided by the service provider or partner shall be paid directly by the Client to the external service provider or partner. ​

In any event, MCBD Services cannot be held responsible for the actions and omissions of the service providers or external partners involved in a service, including in instances where MCBD Services provides project management services to its Client.  

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Article 7 – Fees and costs

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7.1 Fees

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Regarding "à la carte" services for which an estimated total number of hours is specified, the fee indicated in the quote corresponds to that estimate and is indicated in euros - excluding taxes. ​

The hourly rate is identical, whatever the service. ​

Regarding "à la carte" services for which no estimated total number of hours is specified, the fee indicated corresponds to the specific project detailed in the quote and is also indicated in euros - excluding taxes. ​

As regards retainer agreements, the fee indicated corresponds to a weekly/monthly number of hours, carried out during half or full days of work during a given period. The price is in euros – excluding taxes per month.

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7.2  Costs

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In order to perform certain services, MCBD Services may be required to incur travel and/or accommodation costs. These are agreed in advance between MCBD Services and the Client and may invoiced for a fixed fee or correspond to the actual costs incurred. This information is specified in the quote. The sums invoiced cover MCBD Services’ transportation, accommodation and catering costs.​

Alternatively, MCBD Services and the Client may agree that the Client will bear the actual costs related to transportation and/or accommodation, as well as the catering costs incurred by MCBD Services.​

In case the Client requests a change in the performance date(s) or the cancellation of a service(s), any costs incurred by MCBD Services in preparation for the performance of its service(s) (hotel, flight, train, car rental, etc.) shall be invoiced to the Client, regardless of the notice period given.

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7.3  Invoicing

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In accordance with the laws and regulations in force, MCBD Services shall validly send its invoice(s) to the Client by email as a PDF attachment(s).

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7.4  Fee payment

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Fees are payable under the following terms:

• An advance payment is made at the time of acceptance of the quote by the Client.

  • The advance payment amounts to 50% of the total fee mentioned in the quote for any "à la carte" service.

  • The advance payment amounts to 50% of the monthly fee mentioned in the quote in case of a retainer agreement.

• The invoicing of the rest of the sums due is done:

  • at the end of each stage, for "à la carte" services divided by stage;  

  • at the completion of the project for "à la carte" services which are not divided by stage; and  

  • each month -  for services provided under a subscription agreement.

• In case the Client doesn’t respond or provide any comments to a document/deliverable sent by MCBD Services, the latter reserves the right to invoice the entire deliverable, even if the agreed service is not completed. In this case, MCBD Services will not have to continue and complete the service that was originally agreed.

• The Client shall pay the invoice upon its receipt.

• All payments shall be made by bank transfer.

• In accordance with Law 92-1442 of 31 December 1992, it is specified that no discount is granted for early payment and that beyond 8 days after the scheduled payment date, late payment interest equal to three times the legal interest rate will be charged. The fixed compensation for collection costs due in the event of late payment shall be 40 euros.

Failure to pay an invoice will result in the suspension of any service in progress until the amounts due are settled. MCBD Services may, in addition, decide to unilaterally stop performing its obligations under the contract without giving prior notice to the Client and paying any compensation.

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Article 8 – Cancellation or termination of a project in progress

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MCBD Services reserves its right to cancel or terminate the performance of the agreed service(s) and undertakes, in this case, to notify the Client as soon as possible. ​

Any cancellation or termination on the initiative of MCBD Services will give rise to a refund of the sums paid by the Client, within the following terms:

• the refund will be full if the service has not yet started;

• the refund will be partial if the service has been performed in part. In this case, the refund will be made on a pro rata basis of the service performed.

If the Client wishes to cancel, terminate or discontinue a service in progress, he / she must notify MCBD Services in writing as soon as possible and, in any case, respect a minimum notice period.

For any service that has not yet started, the Client shall give two weeks’ notice before the scheduled start date of the service.

For any service in progress, the Client shall give one month notice.​

If the Client fails to comply with the minimum notice periods mentioned above, then he /she will have to pay all the amounts due under the contract, without MCBD Services being required to provide the agreed service(s).​

In any case, any costs incurred by MCBD Services in preparation for the performance of the service(s) (hotel, flight, train, car rental, etc.) shall be invoiced to the Client, regardless of the notice period given.

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Article 9 – Guarantee and liability

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MCBD Services owes its Client a duty of care, and undertakes, as a result, to make every effort to meet the objectives defined with the Client.​

However, by virtue of the principle of common interest, the services can only be effective if the Client actively participates in the performance of the service, in particular by:

• providing MCBD Services with all the information necessary for the proper performance of the service(s);

• designating at least one internal referent who will be MCBD Service’s main contact person and will be responsible for coordinating the decision-making process and the internal administrative aspects, or even taking a direct and active part in the implementation of the chosen actions; and

• releasing from their usual workload those of its members designated to take an active part in the project and guarantee the implementation of the chosen actions.

Article 10 – Automatic termination clause

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In the event that one party fails to perform its obligations, the contract shall be automatically terminated for the benefit of the other party without prejudice to any damages that may be claimed from the defaulting party.

The termination will take effect 15 days after a formal notice has been sent and has remained unsuccessful.

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Article 11 – Settlement of disputes – Mediation – Jurisdiction

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In the event of a dispute relating to the conclusion, performance and termination of the contract as well as more generally relating to their relationship, the MCBD Services and the Client shall endeavor to seek an amicable resolution of their dispute by resorting to a CMAP mediation procedure. Any referral to a court before referral to the mediator constitutes grounds for inadmissibility.​

If mediation fails, even in the event of summary proceedings, warranty claims or multiple defendants, the dispute will be subject to the exclusive jurisdiction of the Commercial Court of Grasse​.