General terms and conditions of online sales
and use of the Progress Software application
of ADINVEST International

The present English version of the general terms and conditions does not take precedence over the French version, which is the reference.
 
ADINVEST International SAS and its subsidiaries constitute a network of certified European Business Mentors at the service of managers and their projects. Intervening on multifaceted issues, their actions aim to bring the future of the company and the vision of its leader back into line. The company ADINVEST International and its subsidiaries thus offer a dedicated support by a European Certified Business Mentor, certified and trained in ADINVEST's methods and tools/software.
Among the tools developed by the company ADINVEST International, and made available to its Certified European Business Mentors, the company ADINVEST International has developed a digital application, called Progress Software.
This application, accessible via any electronic communication network and by any means available to the public, in particular via fixed and mobile Internet, accessible at www.adinvest-international.eu, allows the business owner with the help of his/her Certified European Business Mentor, to determine the areas of progress for his/her company, in connection with his/her project for the development or redeployment of his/her business.
This application also allows the monitoring of progress and objectives.
These General terms and Conditions of Sale and Use (GCS&U) are intended to define the rights and obligations of the Parties in connection with the subscription by the User of the Services offered for sale by the company ADINVEST International, as well as the specific terms of use of the Progress Software application, it being specified that the services offered by the company ADINVEST International or its subsidiaries are intended only for professionals acting on their own behalf.
Provisions relating to the General Terms and Conditions of Sale of the Services offered on the ADINVEST-International Website
Preamble
The Parties agree that their relationship shall be governed exclusively by these GCS&U, to the exclusion of any conditions previously available on the Seller's website.
The Seller reserves the right to modify these GCS&U at any time by publishing a new version on the Site.
The GCS&U are those in force at the date of validation of the order. They are governed by French law.

Article 1 - Definitions
The terms and expressions referred to below, when preceded by a capital letter, shall mean, for the purposes of the interpretation and execution hereof :
  • "Order": Subscription of Services made by the Customer to the Seller;
  • "General Conditions of Sale and Use" (GCS&U): the general conditions of sale and use which are the subject of the present document;
  • "Delivery Time": period between the date of validation of the Order and the date of completion of the missions by the company ADINVEST International or its subsidiaries;
  • "Delivery": Realization of the missions entrusted to the company ADINVEST International or its subsidiaries;
  • "Price": the unit value of a Service; unless otherwise specified, this value includes all taxes and excludes Delivery Charges. Depending on the online Service offerings, the Price may refer to the totality of a Service or its recurring payments if the Service is delivered in subscription mode over a period of time;
  • "Total Price": the total amount of the cumulative Prices for the Services that are the subject of the Order; unless otherwise specified and in the context of any intra-community invoicing, this amount shall be understood to include all taxes. In the same way as for the Price, depending on the online Service offers, the Total Price may refer to the totality of the accumulated Services or its recurring payments if all or part of the Services is delivered in subscription mode over a period of time;
  • "Service": any service offered for sale on the Site, for example: "Easy4", "Faster6" or "Optimo8". The detailed description of each of these Services (and their terms and conditions) is available on the Site;
  • "Site": online sales site www.adinvest-international.eu used by the Seller for the marketing of its Services, as well as website extensions dedicated to certain services such as the Progress Software Application;
  • "Validation of the Order" has the meaning given in Article 4;
  • "Online Sales": marketing of the Seller's Services via the Site;
  • "Contract": the Validation of the Order by the Customer constitutes a contract between the Customer and ADINVEST International or its subsidiaries governed by these GTC&CU. This deed, including its preamble and annexes, as well as any amendment, substitution, extension or renewal made hereto and under the terms of the Services;
  • "Certified Business Mentor": Collaborator or partner of ADINVEST International having followed the appropriate training courses and the corresponding certification to be recognized as being able to deliver the Service(s) proposed;
  • "(Application) Progress Software": application of the decision-making tool developed by ADINVEST International delivered online and accessible during the subscription periods to the Services.
References to Articles are references to the Articles of these GCS&U, unless otherwise stated.
All references to the singular include the plural and vice versa.
Any reference to one gender includes the other gender.

Article 2 - Scope of application
These General Terms and Conditions of Sale constitute, in accordance with Article L 441-1 of the French Commercial Code, the sole basis of the commercial relationship between the parties.
Their purpose is to define the conditions under which ADINVEST International or its subsidiaries ("The Service Provider" or also "The Seller") provides services to Customers who request them, via the Service Provider's website.
They apply, without restriction or reservation, to all Services rendered by the Service Provider to Customers in the same category, regardless of the clauses that may appear on the Customer's documents, and in particular its general terms and conditions of purchase.
Any validation of an order implies, on the part of the Customer, acceptance of these General Terms and Conditions of Sale and the general conditions of use of the Service Provider's website for electronic orders.

Article 3 - Entry into force and Duration
These GCS&U come into force on the date of Validation of the Order as defined in Article 4.
The Validation of the Order by the Customer constitutes the conclusion of the Contract for the duration necessary for the provision of the Services, until the expiry of the guarantees and obligations owed by the Seller and the Customer as set out in these GCS&U and in the terms and conditions of the Services ordered.

Article 4- Ordering Services and Steps for Concluding the Online Sale
In order to complete the Order, the Customer must follow the following steps:
  1. Go to the address of the Site;
  2. Follow the instructions of the Site and in particular, the instructions necessary to open a customer account and to accept cookies for the operation of the Site; As soon as an account is opened on the Site(s), the Customer - or the persons representing him using online access to the Site(s) - also becomes a "User";
  3. Fill out the order form. In the event of prolonged inactivity during connection, it is possible that the selection of the Services chosen by the Customer before this inactivity is no longer guaranteed. The Customer is then invited to resume his/her selection of Services from the beginning;
  4. Check the elements of the Order and, if necessary, identify and correct any errors;
  5. Validate the Order and the Total Price ("Order Validation") ;
  6. Follow the instructions of the online payment server to pay the Total Price.
  7. The Customer shall then receive by electronic means an automatic confirmation of acceptance of payment of the Order.
  8. The Customer shall also receive electronically (confirmation screen and e-mail) an acknowledgement of receipt validating confirmation of the order (referred to as the "Order Confirmation").
  9. The Customer will then be contacted by the Business Mentor Certified by ADINVEST International or its subsidiaries, at the latest within the period specified on the website, using the contact details provided by the Customer when opening his/her customer account.
    The Client may himself make the appointment with the Certified Business Mentor from his/her personal account.
    An intervention schedule will then be agreed, according to the offer subscribed by the Customer.
  10. The customer's access to the Progress Software application will be effective from the opening of the customer account, for the duration of the subscribed offer.
It is reminded that the offers proposed by the company ADINVEST International are non-binding, so that the Customer is able to terminate at any time the services provided to him (subject to the financial impact relating to early termination - provided for in Article 5 hereof).
In such a case, the Customer must notify via his/her personal account his/her wish to terminate the services, at least 8 days before the end of the current month, so that the termination is effective at the end of the month in question. Failure to comply with the aforementioned notice period will result in the termination being effective as of the last day of the following month.
When carrying out the various stages of the Order mentioned above, the Customer undertakes to comply with these contractual conditions by application of article 1366 of the French Civil Code.
 
Article 5 - Price of Services and Conditions of Validity
The Price of the Services sold on the Site is indicated respectively per service, according to the offers proposed by the Service Provider.
At the time of Order Validation, the price to be paid is the All-Inclusive Price for, for example, each month of use according to the offer subscribed to (3 months, 6 months, 9 months, 12 months).
The prices of the services depend on :
  • Of the chosen offer;
  • The foreseeable duration of use.
In the event that the Customer should change the offer during use, this change is likely to result in an update of the pricing conditions.
Thus, in the event of subscription to an "improved" offer, or also called "Upgrade" or "Upgrade", (for example for an "Easy4" offer: either for a longer period (6, 9 or 12 months), or for a higher formula ("Faster6" or "Optimo8") resulting in a monthly usage cost more favourable to the Customer, the Customer will benefit from the new financial conditions from the month following subscription to the new offer.
Conversely, in the event that the Customer reduces its period of use (from 9 months to 6 months, or from 6 months to 3 months), the price of the services will be updated to take account of the new offer subscribed to.
In the event that the Customer intends to terminate the use of the services before the end of the period initially subscribed to, the Customer will cease to benefit from the services in the future, under the conditions set out in Article 4 hereof. However, the Service Provider would be entitled to request payment from the Customer of the sums that it should have actually paid according to the effective date of use.
For example:
The Customer initially subscribes to a "Faster6" offer for 12 months.
The monthly cost of use is thus set at 780 € HT.
At the end of the 3rd month, the Customer terminates his/her services.
The effective period of use was therefore 3 months.
The Customer should therefore have paid the monthly sum of €960 (excl. VAT).
Consequently, the customer would be liable to the provider for the difference between the amount he should have paid and the amount actually paid, i.e. :
  • Updating according to the effective duration of use: 3x960 €= 2.880 €HT
  • Price actually paid : 3x780 €= 2.340 €HT
  • Outstanding balance: 540 € excl. tax.
The balance remaining due would then be debited from the Customer's credit card by the Service Provider.
The telecommunication costs inherent to access to the Site remain the exclusive responsibility of the Customer.
The period of validity of the offers and Prices is determined by the updating of the Site.

Article 6 - Terms of Payment
The payment of the Total Price by the Client is made only by credit card. Accepted bank cards are those of the Carte Bleue, Visa, Eurocard / MasterCard networks.
The transaction is immediately debited to the Customer's bank card after verification of the latter's data, upon receipt of the debit authorization from the issuer of the bank card used by the Customer.
In accordance with Article L. 132-2 of the French Monetary and Financial Code, the commitment to pay given by means of a payment card is irrevocable. By providing his/her credit card information, the Customer authorises the Seller to debit his/her credit card for the amount corresponding to the All-Inclusive Price, for the entire duration of the subscribed offer (3 months, 6 months, 9 months, 12 months).
To this end, the Customer confirms that he is the holder of the bank card to be debited and that the name on the bank card is indeed his/her own. The Customer communicates the sixteen digits and the expiry date of his/her credit card as well as, where applicable, the numbers of the visual cryptogram or the information requested by the validation system set up by the issuing company of the bank card used by the Customer.
In the event that it is impossible to debit the Total Price, the Online Sale shall be immediately terminated by operation of law and the Order shall be suspended or cancelled.
The Vendor implements all means to ensure the confidentiality and security of the data transmitted on the Site www.adinvest-international.eu. However, the Customer must ensure that it uses the secure site (https) of ADINVEST International or its subsidiaries.

Article 7 - Right of withdrawal
The Customer has a right of retraction, as long as he meets the conditions set out in article L121-16-1 of the Consumer Code.
In such a case, the Customer may make use of his/her right of withdrawal within a period of fourteen calendar days following the date of opening of his/her account. If this period expires on a Saturday, Sunday or a public holiday or non-working day, it shall be extended to the first following working day.
The Customer who wishes to exercise his/her right of retraction must request the closure of the contract.
In accordance with the provisions of Article L221-28 of the French Consumer Code, it is expressly recalled that the right of withdrawal is excluded in certain circumstances, and in particular in respect of the supply of digital content not provided on a material support, the performance of which has commenced after prior express agreement by the customer and express renunciation of his/her right of withdrawal.

Article 8 - Intellectual property rights
The Vendor's trademark, as well as all figurative or non figurative trademarks and more generally all other trademarks, illustrations, images and logos appearing on the application, whether registered or not, are and shall remain the exclusive property of the Vendor.
Any total or partial reproduction, modification or use of these trademarks, illustrations, images, logotypes, and more generally of the characteristics of the application and/or the progress markers that appear therein, for any reason and on any medium whatsoever, without the Vendor's express prior agreement, is strictly prohibited.
The same shall apply to any combination or conjunction with any other trademark, symbol, logotype and more generally any distinctive sign intended to form a composite logo. The same applies to any copyright, design, model and patent rights which are the property of the Seller.

Article 9 - Confidentiality of Data
Please note that certain information is mandatory and necessary to process your application.
The absence of a response to a mandatory field is likely to compromise the proper monitoring of your file as well as the functioning of the online Services and applications.
The personal information communicated is recorded in a computerized file on a server hosted by OVH (see the legal information presented on the Site).
We will only process or use your data to the extent necessary to contact you, process your requests, create and manage your user profile, create and manage your access to our online services or carry out statistical studies.
Your personal information will be kept for as long as necessary until we have performed our services, unless (see the information and procedures relating to privacy and DPMR presented on the Site for more details):
  • You exercise your right to delete data concerning you, under the conditions described below;
  • A longer storage period is permitted or imposed by law or regulation, in particular in the case of a contractual relationship.
During this period, we will put in place all appropriate means to ensure the confidentiality and security of your personal data, so as to prevent their damage, deletion or access by unauthorised third parties.
Access to your personal data is strictly limited to our staff and, where applicable, to our subcontractors.
The subcontractors in question are subject to an obligation of confidentiality and may only use your data in accordance with our contractual provisions and applicable law.
Apart from the cases set out above, we undertake not to sell, rent, transfer or give third parties access to your data without your prior consent, unless we are obliged to do so for a legitimate reason (legal obligation, fight against fraud or abuse, exercise of the rights of defence, etc.).
The recipients of your data are in principle located in the European Union. The following safeguards have been taken to ensure a sufficient level of protection for your information:
  • Either the country of the recipient(s) offers an adequate level of protection by decision of the European Commission ;
  • Either the recipient(s) adhere to the principles of "Privacy Shield";
  • Either the transfer is controlled, in accordance with the requirements of European Regulation n°2016/679/EU of 27 April 2016 (standard protection clauses adopted by the European Commission or the CNIL). For any additional information or complaint, you can contact the French Commission Nationale de l'Informatique et des Libertés (more information on www.cnil.fr).
Finally, we inform you of the existence of a mechanism in case of dispute. The European Commission provides users with an Online Dispute Resolution (ODR) platform, which can be accessed via the Internet at the following link: https://ec.europa.eu/consumers/odr/.

Article 10 - Force Majeure
The Seller's performance of its obligations under these GCS&U and the resulting Contract, if any, shall be suspended in the event of the occurrence of an act of God or force majeure which hinders or delays its performance.
The Seller shall notify the Customer of the occurrence of such an act of God or force majeure within, as far as possible, 7 days from the date of occurrence of the event.
Where the suspension of performance of the Seller's obligations continues for a period exceeding 30 days, the Customer may terminate the current Order and the Seller shall then refund the Order (if duly paid) in proportion to the period of unavailability of the service.

Article 11 - Invalidity of a Clause of the Contract
If any of the provisions of any Contract resulting from these GCS&U or the terms and conditions of the Services concerned were to be cancelled, such cancellation would not entail the cancellation of the other provisions of the Contract, which shall remain in force between the Parties.

Article 12 - Independence of the Parties
Neither Party may make any commitment in the name and/or on behalf of the other Party. Moreover, each Party shall remain solely responsible for its allegations, commitments, services, products and personnel.

Article 13 - Non-waiver
The failure of either Party to avail itself of a commitment by the other Party to any of the obligations hereunder shall not be construed in the future as a waiver of the obligation in question.
Specific provisions relating to the use of the Progress Software Application (General Conditions of Use of the Application - GCUA)
Article 14- Purpose of the GCUA
The following provisions are intended to define the rights and obligations relating to the use of the Progress Software application developed by the company ADINVEST International and its subsidiaries, in consideration of the offer subscribed by the customer.
These General Conditions of Use of the Application (the "GCUA") thus define the conditions under which ADINVEST International and its subsidiaries make available to customers the Progress Software application and related computer tools, allowing them, alone or as part of an assistance mission subscribed to the company ADINVEST International or its subsidiaries, to benefit from progress markers and tools for monitoring the objectives set.
These GCUA apply without restriction or reservation to the use of the technological tools included in the Progress software application and the Services.
These tools enable Clients to register on the www.adinvest-international.eu website, to be put in contact with certified European Business Mentors of the ADINVEST network, if necessary, to set objectives and progress markers in relation to the Client's project, and to monitor its progress at periodic points.
These tools allow, where appropriate and necessary, to communicate with the ADINVEST International network, as well as possibly with the community of users of the social network set up by ADINVEST International on the Site.
The present GCUA are accessible at any time on the www.adinvest-international.eu Website and will prevail, if necessary, over any other version or any other contradictory document.
These Terms and Conditions may be subject to subsequent modifications, the applicable version is the one in force on the website at the date of use of the application.

Article 15 - Services offered by the application
Access to the application is strictly reserved for Customers acting on their own behalf, to the exclusion of any use for the benefit of third parties, which the Customer declares and acknowledges when using the services of the application.
Use of the application is free for Customers (excluding any connection costs charged by the operator), within the limit of use limited to a single entity (company name), for a single project graph of 6 Progress Markers, and for a period of use limited to 12 months (these limits being cumulative).
Only the purchase of a service, consisting of the assistance of a certified European Business Mentor from the ADINVEST International network is subject to payment, according to the conditions set out in the GCS&U, which the Customer also accepts when placing an order through the website, and according to the specific terms and conditions of the service subscribed to.
In the event that the User intends to use the services of the application for several business reasons or for several project-graphs or for a period of more than 12 months, it will be his/her responsibility to pay the price specified on the website on the day of the order, even if he does not subscribe to the support services of a certified European Business Mentor of the ADINVEST International network.
To use the services of the Application, the Customer must accept these GCUA and register on the www.adinvest-international.eu website.
Strictly confidential and personal identifiers and passwords are then assigned. The Customer undertakes to keep his/her codes confidential and shall not disclose them to any person whatsoever. The Customer shall be solely responsible for the use of its codes and access to the Application, except in the event of proof of fraudulent use that cannot be attributed to it.
Any fraudulent use of these codes of which the Customer is aware must be notified immediately by e-mail and in writing to the company ADINVEST International.
In case of non-compliance with these Terms and Conditions by the Customer, the company ADINVEST International reserves the right to interrupt temporarily or permanently its access, by suspending or terminating these Terms and Conditions without notice or compensation.

Article 16 - Intellectual property
The content of the Progress Software application is the property of the company ADINVEST International and its partners and is protected by French and international laws relating to intellectual property.
Any total or partial reproduction of this content or reverse engineering action is strictly prohibited and may constitute an infringement of copyright.

Article 17 - Data provided by the User for the evaluation of progress markers
By completing the data relating to its project and its objectives, as well as by completing the information relating to the punctual monitoring of progress markers, the User expressly accepts that the company ADINVEST International and/or its subsidiaries and/or the Certified European Business Mentors of the ADINVEST International network may have access to it, in whole or in part, for the entire duration of use of the application by the User.
In case of termination of the account, the data will be anonymized, and may only be used by the company ADINVEST International for statistical purposes, which is already expressly accepted by the User.
The User remains the owner of the data posted on his/her personal profile, either by himself or by the certified European Business Mentor of the ADINVEST International network.
However, the User grants an operating license to the company ADINVEST International, allowing it to :
  • Reproduce, copy, publish and transmit data ;
  • Disseminate and redistribute data ;
  • Adapt, modify, extract and transform from data ;
  • Using the data for commercial purposes ;
with a view to promoting the Professional Project of the User carrying out the project or for statistical purposes. In the latter case, the data will be anonymized before being used by the company ADINVEST International or its subsidiaries.

Article 18 - Responsibilities
ADINVEST International cannot be held liable in case of failure, breakdown, difficulty or interruption of operation, preventing access to the application or one of its features.
The material used by Users to connect to the site is under their sole responsibility.
In general, Users must take all appropriate measures to protect their equipment and their own data, in particular from virus attacks via the Internet.
The company ADINVEST International will not be liable for any damage caused to Users of the application and/or third parties due to their connection or use of the application and its results (both in their interpretation and implementation).
Users thus renounce any action against the company ADINVEST International because of this fact.
General provisions
Article 19- Applicable law
These terms and conditions of use are governed by French law and subject to the jurisdiction of the courts of AVIGNON subject to a specific allocation of jurisdiction arising from a particular law or regulation.

Article 20 - Contact us
Any notification or request for information will be validly made to the company ADINVEST International:
N.B.: Related information (which does not take precedence over the GCS&U)
  • "My Control Panel": control panel of the different resources and profiles to which a user has access according to his/her rights when he/she is logged in.
  • "Legal information": Legal information relating to the site(s) of ADINVEST International and its subsidiaries.
  • "Privacy, Cookies": Privacy and cookie issues related to the site(s).
  • "Data and DPMR": Privacy and cookie issues related to the site(s) (need to be logged in to access account information).