Terms and conditions

Any order from the customer or provision of a service by Geomines (hereinafter referred to as “the service provider”), implies the unreserved acceptance of these general terms and conditions by the customer, who declares that he or she is fully aware of them and therefore waives the right to use any other document.

ARTICLE 1 – DEFINITIONS

Customer means the legal or natural person who is the holder of the Contract concluded with Geomines.

Order means the Services described in the Order Form.

General Terms and Conditions means the present document.

Contract means the contractual whole consisting of, in decreasing order of priority, the Fee Agreement and these General Terms and Conditions.

Fee Agreement means the document summarizing all the information required for the provision of Geomines services.

Deliverables means all the documents handed over by Geomines to the Customer at the Meeting in accordance with the Fee Agreement.

Party refers individually to Geomines or the Customer.

Parties means collectively Geomines and the Customer.

Kick-off Meeting means the first meeting between Geomines and the Customer in connection with the execution of the Service. Restitution Meeting means the last meeting between Geomines and the Customer in connection with the execution of the Service. It is during this meeting that the Deliverables are handed over.

Geomines means Geomines, a simplified joint stock company with a capital of 40,000 euros, registered with the Toulon Trade and Companies Registry under number 432 575 991 and whose registered office is located at 152, rue des Technologies 83140 Six-Fours-les-Plages.

Service(s) means any consulting service provided under the Contract by Geomines.

ARTICLE 2 – PURPOSE

The purpose of these General Terms and Conditions of Geomines is to define the terms and conditions under which the Customer may subscribe to the Company’s Services.

ARTICLE 3 – OFFER VALIDITY

The Provider’s offer is valid for 90 days from the date of issue, unless otherwise agreed.

ARTICLE 4 – CONFIDENTIALITY

As part of the Contract, the Parties may be required to exchange confidential information. The term “confidential information” refers to any technical information or data, any secret or industrial know-how, including in particular research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technologies, designs, drawings, studies, material configuration information, marketing information or other commercial information.

However, are not considered confidential information :

• information which is in the public domain at the time of its communication or information which becomes in the public domain subsequent to its communication, provided, in the latter case, that it is not the result of a breach of an obligation of confidentiality by the Party that had knowledge of the information,
• information for which the Party receiving it can prove that it knew it in good faith and without breach of any other obligation of confidentiality prior to its communication under the Contract,
• information communicated by a third party subsequent to the signing of the Contract and received in good faith and without breach of any other obligation of confidentiality by the Party to which it was communicated.

The Parties undertake, during the performance of the Contract and for a period of three (3) years from the termination of the Contract, to use the confidential information only in the performance of the Contract and not to disclose the confidential information to any third party or any person other than their employees within the strict limits of the necessity of the said disclosure for the proper performance of the Contract, except with the prior written authorisation of the other Party.

ARTICLE 5 – NEW DEVELOPMENTS

Clean-up services are by their nature subject to adjustments due to their unpredictable nature, in particular with regard to quantities and lead times. In the event of the occurrence of any new technical event such as those related to the nature of the soil, the discovery of “new” objects, materials or materials not previously identified, a non-conformity of materials or an increase in the number of objects to be treated, the consequences of this on the execution of the service in financial terms and deadlines will have to be determined or reviewed between the parties. No penalty may be applied in this case and the parties undertake to enter into negotiations in good faith.

ARTICLE 6 – PAYMENT TERMS

The terms of payment are 30 days end of month invoice date under the following terms of payment:

• Payment of a deposit of 30% at the order by bank transfer.
• Invoicing on presentation of monthly statements and/or progress of work by transfer, unless otherwise stipulated in the special conditions. Payments by bank transfer must be notified by post to Geomines’ accounting department. The services are remunerated either by items or on a lump sum and overall basis. This remuneration is deemed to represent, in addition to profits, all incidental expenses, in particular the costs of drawing up, printing and reproduction of all plans and documents. The special conditions may provide for the refund of certain expenses, such as travel and accommodation expenses, and out-of-schedule site meetings. Any delay in payment will result in the application of interest on arrears at three times the legal interest rate per month of delay, as well as the invoicing of any collection costs. In the event that the prices are established with VAT included, any modification of the latter will be integrated into the prices by right. In the event of a partial dispute, the customer shall pay the undisputed portion of the debt on the due date.

ARTICLE 7 – CLIENT DUTIES

The customer shall provide Geomines with all the structural plans, ground plans and all updated documents necessary for the execution of the works. In the event of damage to networks not indicated on the plans in Geomines’ possession, the latter will be relieved of all responsibility. It is reminded that the customer must send the service provider, as soon as the order is placed, the network plans obtained from the operators. Failing transmission, no network will be deemed to exist on the site and the customer will guarantee the service provider against any claim in this respect.

ARTICLE 8 – INDUSTRIAL RESULTS GARANTEE

Any guarantees expected in terms of industrial or economic results will be the subject of an express agreement between the parties, it being understood that Geomines is in any event bound by an obligation of means, unless otherwise expressly accepted by it. In the event of failure to achieve the objectives within the set deadlines, Geomines shall use its best efforts to continue providing the services, the conditions of which shall be determined by mutual agreement and subject to the application of the above clause on new facts.

ARTICLE 9 – LIABILITY

The customer shall alone bear responsibility for any damage resulting from a lack of information, an error or omission in the transmission thereof. The possible liability of the service provider will in any case be limited to an amount not exceeding the total sum actually paid by the client, for the services provided and is expressly excluded for immaterial and/or indirect damages such as loss of profit, loss of profit or production. The client waives all recourse against the provider and/or its insurers for such damages and guarantees to have its own insurers waive all recourse in the same terms and limits.

ARTICLE 10 – TERMINATION

The contract will be terminated in the event of serious and/or repeated failure by either party to meet its obligations, 15 (fifteen) days after the formal notices sent in LR.AR have remained without effect. In the event of the occurrence of an event that disrupts the general economy of the contract, of an economic, technical or regulatory nature, the contract may be terminated if no mutually agreed solution allows its continuation.

ARTICLE 11 – PERSONAL DATA PROTECTION

11.1. Geomines undertakes within the framework of its activities and in accordance with the legislation in force in France – Law No. 78-017 of 6 January 1978 relating to data processing, data files and liberties – and in Europe – EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of data (RGPD) – to ensure the protection, confidentiality and security of the personal data of persons benefiting from the services and/or products of Geomines, and to respect their privacy.

11.2. Geomines undertakes to put in place all necessary procedures to ensure the confidentiality of personal data collected directly or indirectly and to take all necessary measures to ensure that it and its staff comply with these obligations and in particular to :

• not to process or consult the data or files contained for purposes other than the performance of the services it provides for its customers,
• process and consult data only within the framework of the instructions and authorisation received by its clients,
• take all measures to prevent any misappropriation, malicious or fraudulent use of data and personal data.

11.3. Geomines undertakes to take all useful precautions in view of the nature of the data and the risks presented by the processing, to preserve the security of the data in the files and in particular to prevent any distortion, damage, loss or access by unauthorised third parties at any time.

11.4. Geomines undertakes to :

• only process personal data on the documented instructions of its customers in its capacity as data controller, including with regard to transfers of personal data to a third country,
• only process personal data in its capacity as a processor on the documented instructions of the controller, including with regard to transfers of personal data to a third country or organisation, unless Géomines is required to do so under Union law or French law; in this case Géomines shall inform the controller of this legal obligation prior to processing, unless the law concerned prohibits such information for important reasons of public interest,
• not to use a processor for the processing of personal data,
• ensure that persons authorised to process personal data undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality,
• take all measures required under section 32 of the MDR,
• take account of the nature of the processing operation, assist the controller with appropriate technical and organisational measures,
• fulfil to the extent possible its obligation to respond to requests made to it by data subjects to exercise their rights under Chapter III of the GDMP,
• assist its client controller in ensuring compliance with the obligations under Articles 32 to 36 of the DPMR,
• according to the customer’s choice, to retain or delete all personal data in its capacity as data controller at the end of the service and to make available to the customer all information necessary to demonstrate compliance with the obligations set out in the DPMR.

11.5. Persons whose personal data are collected shall be given a :

• right of access (Article 15 of the DPMR) and rectification (Article 16 of the DPMR) to update and complete the data,
• right of erasure of personal data (Article 17 of the PGRD),
• right to withdraw consent at any time (article 13-2c of the GDMP),
• right to limit the processing of data (Article 18 of the DPMR),
• right to object to the processing of data (Article 21 of the DPMR),
• the right to the portability of data provided by individuals, when these data are subject to automatic processing based on their consent or on a contract (Article 20 GDMP).

However, data subjects are informed that the personal data collected are, where necessary, necessary for the performance of the services provided by Geomines, so that if they exercise their right to have the data deleted, or if they oppose or limit the processing before the end of the contractual relationship, the services cannot be performed correctly.

These rights may be exercised by sending an email to info@geomines.fr or by post to Geomines, for the attention of the DPO, 152, rue des Technologies 83140 Six-Fours-les-Plages.

Geomines undertakes to reply to the person who has made use of the above-mentioned rights within one (1) month from receipt of the request.

11.6. Within the framework of its contractual relationship, Geomines uses personal data for one or more of the following purposes:

• to carry out operations relating to the management of commercial relations, contracts, orders, subscriptions, invoices, accounting, customer account management, monitoring of customer relations, management of complaints, outstanding payments and disputes,
• for the improvement of the service subscribed by the client, by inviting the client to participate in surveys, studies, satisfaction surveys,
• for the development of trade statistics,
• to send information and personalised newsletters about the service subscribed to by the client and the services related to the said service,
• for the management of requests to exercise the rights of data subjects.

As part of its contractual relationship, the customer authorises Geomines in its capacity as data controller to use subcontractors to carry out personal data processing activities on behalf of its customer, strictly necessary for the performance of the services defined herein.

ARTICLE 12 – REFERENCING

Unless Geomines is notified to the contrary when signing the Contract, Geomines may use the Customer’s trade name, logos and/or distinctive signs, trademark, service marks and other commercial designations as a reference in its communication media.

ARTICLE 13– APPLICABLE LAW AND JURISDICTION

The Contract is subject to French law. Any difficulties relating to the validity, application or interpretation of the Contract shall be submitted, in the absence of an amicable agreement, to the courts within the jurisdiction of the Court of Appeal of Toulon.