Terms & Conditions

Article 1 — Application of general terms and conditions – Enforceability

These general terms and conditions form the basis of commercial negotiation and are systematically sent or provided to each person with whom RESILIENCE (hereinafter the "Company") enters into a contract (hereinafter the "Client").

These general terms and conditions apply to all services for which the Client has engaged the Company (hereinafter the "Engagement").

Any order for services from the Company implies unconditional acceptance of these general terms and conditions.

The fact that the Company does not invoke any of these general terms and conditions at any given time shall not be construed as a waiver of its right to invoke any of those conditions at a later date.

Article 2 — Contract

The contract entered into between the Company and the Client consists of the engagement letter issued by the Company and approved and signed by the Client, these general terms and conditions, and any purchase terms and conditions of the Client and special conditions agreed between the parties (hereinafter the "Contract").

The start date of the Contract is set at the earliest of the following dates: the start date agreed between the parties or the effective start date of the Engagement.

Any amendment to the Contract must be accepted by both the Company and the Client and must be the subject of an addendum to the Contract.

Article 3 — Fees

The fees charged by the Company reflect the time devoted to the Engagement but may also take into account the urgency and complexity of the Engagement as well as the level of competence and expertise of the Company's personnel made available to the Client. These fees may also include time devoted to travel necessary for the Engagement.

The Company may request payment of one or more advance payments before or during the performance of the Contract.

The Company's hourly rate is 20,000 XPF per hour. This rate is subject to periodic revision. Any change to the hourly rate will be communicated to the Client by post one month before it takes effect.

Article 4 — Payment terms

Invoices are payable within thirty days of their transmission to the Client.

In the event of late payment, the Company may suspend all services in progress, without prejudice to any other course of action.

Any sum not paid by the due date shall automatically give rise to penalties equal to three times the statutory interest rate. The Company shall also be entitled to a recovery fee of 15% of the outstanding amount, with a minimum of 5,000 XPF. Late payment penalties are due without any reminder being required.

These penalties and fees shall be payable on simple request by the Company.

Payments may not under any circumstances be suspended or offset without the prior written consent of the Company. Any partial payment shall first be applied to the non-preferred portion of the debt, then to the amounts due for the longest period.

Article 5 — Requirement for guarantees or payment

Any deterioration in the Client's creditworthiness may justify the requirement for guarantees or advance payment before the Engagement begins.

The Company reserves the right, at any time, depending on the risks involved, to require certain payment terms or certain guarantees.

This will particularly be the case if any modification, assignment, lease, pledge or contribution of the Client's business has an adverse effect on the Client's creditworthiness.

Article 6 — Performance of the Engagement

A schedule for the performance of the Engagement may, where applicable, be agreed between the Company and the Client in the engagement letter. Such timelines are given for indicative purposes only.

The Company shall under no circumstances be held liable for failure to meet said schedule in the event of delay and/or non-performance by the Client of all or part of its obligations, or in the event of any events caused by third parties.

Article 7 — Liability

The Engagement entrusted to the Company under the Contract constitutes an obligation of means. As such, the Company's liability may only be engaged in the event of fault on its part in the performance of the Engagement.

In any event, the Company's liability for faults or breaches under the Contract shall be limited to the amount of fees paid by the Client for the Engagement giving rise to such liability.

For recurring Engagements, the Company's liability shall be limited to the amount of fees paid during the twelve months preceding the date of the damaging event, or from the start date of the Contract if it began less than one year previously.

Article 8 — Termination of Contract

Unilateral termination of contract with 30 days' notice
Either party may terminate the Contract by registered letter with acknowledgement of receipt, with thirty days' notice.

Immediate termination of contract for non-performance
In the event of a breach of any of the obligations arising from the Contract, either party may give the other party formal notice to remedy the non-performance within fifteen days. If the non-performance continues, the party to whom the obligation is owed may terminate the Contract with immediate effect.

Article 9 — References

The Company may refer to the Client and the Engagement in its communications, provided it does not disclose any confidential information relating to them.

Article 10 — Personal data protection

Applicable law
The Company declares that it complies and undertakes to comply with personal data protection regulations applicable in New Caledonia, including the European General Data Protection Regulation of 27 April 2016 (GDPR) and the French Data Protection Act of 6 January 1978, as amended.

When the Company acts as data controller
When the Company acts as data controller, it may process personal data in order to perform the Engagement entrusted to it. The Company undertakes not to use the data collected for purposes other than those mentioned above (unless required by a competent judicial and/or administrative authority).

The recipient of the data is the Company. However, the Company reserves the right to transfer all or part of its Clients' personal data to its subcontractors for the purposes of the Contract. The Company undertakes to take all reasonable precautions to preserve the security of the data communicated and, in particular, to prevent it from being distorted, damaged or accessed by unauthorised third parties.

The Client has the right to request access, rectification, erasure or portability of their personal data from the Company. The Client may also request a restriction of processing or object to the processing of their data. The Client has the right to withdraw their consent to the processing of their data at any time.

These rights may be exercised by the Client by sending an email to d.cahez@rsl.nc or a letter to the Company. The Client also has the right to lodge a complaint with the CNIL.

When the Company acts as subprocessor of the Client
When the Company acts as subprocessor of the Client (acting itself as data controller), it shall process personal data on behalf of and in accordance with the instructions of the Client, in compliance with applicable legislation.

Article 11 — Invalidity of a Contract clause

In the event of total or partial invalidity or unenforceability of any provision of the Contract, that provision shall be deemed not to form part thereof. In any event, the validity or enforceability of the other provisions of the Contract shall not be affected.

Article 12 — Applicable law

These General Terms and Conditions are governed by the law applicable in New Caledonia, to the exclusion of any international convention.

Article 13 — Jurisdiction – Disputes

In the event of a dispute relating to the interpretation or performance of their agreements, the parties shall seek, before any legal proceedings, an amicable resolution and shall communicate to each other all necessary information for that purpose.

Failing an amicable settlement of the dispute within a maximum period of one month, the Tribunal mixte de commerce de Nouméa shall have sole jurisdiction over any dispute of any nature or any challenge relating to the formation or performance of the order.

This clause applies even in the case of interim proceedings, incidental claims, multiple defendants or warranty claims, and regardless of the method and terms of payment, notwithstanding any jurisdiction clauses that may exist in the Client's documents.