Time and materials annex.

Article 1. Purpose and scope

1.1 Purpose. This annex supplements the Provider’s general terms and conditions of sale, hereinafter the “Common Provisions”. It governs the matters specific to Services performed on a time-spent basis.

1.2 Scope. It applies only to time and materials Services and, more generally, to any consulting, study, audit or assistance Service performed on a time-spent basis, as designated in the Quote. It applies neither to fixed-price Services nor to hosting, managed services and maintenance in operational condition Services, which fall under their respective annexes.

1.3 Order of precedence. The terms defined in Article 1 of the Common Provisions have the same meaning in this annex. The Common Provisions remain applicable in all their provisions and prevail over this annex in the event of conflict, except on the matters that this annex is specifically intended to govern, for which it prevails. This annex is physically attached to the Quote and forms an integral part of it.

Article 2. Nature of the commitment

2.1 The Provider is bound by a best-efforts obligation (obligation de moyens) within the meaning of Article 1231-1 of the French Civil Code (Code civil) for consulting, study, audit, assistance and time and materials Services and, more generally, for any Service performed on a time-spent basis. It undertakes to apply the diligence and skills that may legitimately be expected of a professional in the sector, without guaranteeing that any particular result will be achieved.

2.2 The deadlines stated in the Quote are indicative, in accordance with paragraph 8.1 of the Common Provisions. The limits set out in paragraph 9.5 of the Common Provisions remain applicable.

Article 3. Designation and replacement of the assigned consultant

3.1 Where the Contract names an assigned consultant, their replacement requires the Client’s prior written consent, which may not be refused without legitimate reason where the replacement has equivalent skills and experience. In the event of unforeseeable unavailability, the Provider may make a temporary replacement, which it notifies without delay.

3.2 The use of a subcontractor remains governed by Article 22 of the Common Provisions.

Article 4. Activity report, count of days and invoicing

4.1 Activity report. No later than the fifth Working Day of the following month, the Provider sends the Client an activity report stating the days worked and the work carried out.

4.2 Approval period. The Client has ten (10) Working Days to approve the activity report or to make reasoned written comments. Failing a response within that period, the report is deemed accepted and serves as the basis for invoicing; a clerical error may still be corrected in the next report.

4.3 Count of days. Only the days worked shown in the activity report approved, or deemed approved on the terms of paragraph 4.2, may be invoiced.

4.4 Invoicing. Pursuant to paragraph 7.2 of the Common Provisions, time and materials Services are invoiced monthly in arrears, on the basis of the activity report approved on the terms of this Article.

Article 5. Technical independence, no integration into the Client’s organisation and handling of requests

5.1 Technical independence and no integration. The Provider remains free at all times to choose its methods, tools, working hours and places of work, and organises the performance of the Services as it sees fit. No relationship of legal subordination exists between the Parties. As the Services are performed by the Provider’s officers or by the persons it employs, the Parties record the following facts, which establish that the assigned consultant is not integrated into the Client’s organisation, and undertake to maintain them throughout the term of the Contract:

• the assigned consultant keeps their own working resources (the Provider’s equipment, workstation, tools and business e-mail) and uses those of the Client only to the extent strictly necessary to access the environments concerned;
• they do not appear in any organisation chart, internal directory, time-clock or working-hours control system of the Client;
• they receive no internal e-mail address in the Client’s name, unless there is a technical necessity documented in writing and limited to the scope of the engagement;
• they are not subject to any attendance obligation or any imposed working hours, and organise their time freely;
• they keep several clients and are bound by no exclusivity;
• they do not take part in the Client’s team meetings, appraisal interviews or internal events other than those directly related to the engagement.

5.2 No employment contract and no supply of labour. The Client does not give the Provider or its assigned consultants any orders, individual directives, sanctions or instructions falling within an employer’s managerial authority; it expresses needs, priorities and functional requirements. The facts recorded in paragraph 5.1 rule out the classification of the relationship between the Client and the assigned consultant as an employment contract: they fall within the presumption of non-employee status in section I of Article L8221-6 of the French Labour Code (Code du travail), the benefit of which extends to the officers of legal persons registered in the Trade and Companies Register (RCS), and they exclude the permanent relationship of legal subordination which alone would make it possible to establish an employment contract within the meaning of section II of that Article. The Parties further declare that the Contract neither has the purpose nor the effect of carrying out a supply of labour for profit prohibited by Article L8241-1 of the French Labour Code, nor a temporary work operation within the meaning of Articles L1251-1 et seq. of that code. These provisions are essential to the economic balance of the Contract. Each Party informs the other in writing of any fact contrary to the findings in paragraph 5.1; the Parties remedy it without delay.

5.3 Handling of requests. The Client’s requests are sent to the contact person designated by the Provider, in writing or through the channel agreed in the Quote. They are expressed as needs and priorities. Any request exceeding the scope described in the Quote falls under paragraph 5.6 of the Common Provisions.

5.4 The provisions of paragraph 21.1 of the Common Provisions, relating to the independence of the Parties, remain applicable.