General terms and conditions of sale

Article 1. Purpose and scope

These general terms and conditions of sale (conditions générales de vente, CGV) apply to the services of DAZZ SOLUTIONS, an SAS with share capital of €30,000, SIREN 883 016 990, 868 Chemin de Jouques, 13420 Gémenos, delivered under the Kailli brand:

• training activities, either in-house (a single client) or as multi-company sessions (participants from several companies);
• consulting and support engagements: assessment, implementation, follow-up.

They apply to every client: a company or other organization, a freelancer, or an individual who funds their own training. The client is the person who orders the training; the trainee, or participant, is the person who attends it.

Placing an order constitutes acceptance of these terms. In the event of conflict, the specific terms (quote, proposal, training agreement, contract) prevail over these terms. The client's general terms of purchase apply only if DAZZ SOLUTIONS accepts them in writing.

Article 2. Quote, order and training agreement

Each service is covered by a written quote or proposal: objectives, program, duration, dates, venue or remote format, number of participants, price.

For training, DAZZ SOLUTIONS issues a quote. The client returns it dated and signed, with the words "Bon pour accord" (approved) and, for a company, its company stamp. A specific training agreement (convention de formation) may also be drawn up with the client or with its OPCO.

A training order becomes firm upon receipt of the signed quote or signed training agreement. Before the session, each participant receives a notice to attend (convocation), the program and the internal rules.

Consulting: the order becomes firm when the quote, proposal or contract is signed.

Online pre-registration is a request with no commitment. It is neither an order nor a seat reservation.

Article 3. Individuals who fund their own training

An individual who attends training in a personal capacity, at their own expense and outside their working hours, signs a vocational training contract (contrat de formation professionnelle) with DAZZ SOLUTIONS (Articles L6353-3 to L6353-7 of the French Labour Code (Code du travail)). This contract is provided before any final registration and before any payment.

Terms specific to individuals: [withdrawal period, payment terms and consumer mediation for individuals: to be validated by a legal professional].

Article 4. Training programs

The programs presented on the training pages are provided for information only. Where necessary, the trainer adapts the content to recent developments, the group dynamic or the participants' level.

Article 5. Prices

Prices are stated in euros excluding taxes, plus VAT at the applicable rate.

Training starts at €1,400 excl. VAT per participant. The exact price is shown on the quote. Travel, accommodation and room costs: [included or invoiced separately: to be confirmed].

Licenses for AI tools (Claude, ChatGPT, Copilot or others) are not included. Kailli sells no tools: the client subscribes to them directly with the vendor.

Article 6. Invoicing and payment

For training, the invoice is issued after the service has been delivered. It is payable upon receipt, in full, by bank transfer or by check. No discount is granted for early payment.

In exceptional cases, payment in installments may be accepted. The terms are then set in writing before the training begins.

For a consulting engagement, the invoicing schedule is the one set out in the proposal or contract; failing that, the invoice is payable upon receipt.

In the event of late payment, penalties are automatically due at three times the legal interest rate, together with a fixed indemnity of €40 for collection costs (Articles L441-10 and D441-5 of the French Commercial Code (Code de commerce)). DAZZ SOLUTIONS may suspend ongoing services until payment, after informing the client.

Article 7. CPF, OPCO and subrogation

Our training courses are not eligible for CPF (France's personal training account).

Funding by the company's OPCO (French skills-funding bodies) can be explored, with no guarantee. The client submits the request to its OPCO before the training begins; DAZZ SOLUTIONS provides the necessary documents (program, quote or training agreement, certificates).

• The client provides the OPCO's funding approval at registration.
• If DAZZ SOLUTIONS has not received the OPCO's funding approval by the first day of training, the full cost of the training is invoiced to the client.
• If funding is partial or refused, the client pays the balance or the full price directly.
• Any amounts the OPCO does not cover, in particular for absence, dropout or cancellation fees (dédit), remain payable by the client.

Article 8. Cancellation or postponement by the client

For business clients, any cancellation must be notified by email to contact@kail.li. The notice period is counted in calendar days before the start of the training: 10 days or more, no charge; 3 to 9 days inclusive, 10% of the price of the canceled training; less than 3 days, 50%. Mandatory legal provisions, cases of force majeure and the specific rights of individuals take precedence over this schedule.

The client may request in writing to postpone a participation, at least 10 days before the training date.

The client may replace a participant with another person from its organization, at no charge, by giving notice before the session begins.

Amounts due for cancellation are a cancellation fee (dédit): they are not the price of a training activity and cannot be invoiced to the OPCO.

Consulting engagements: the cancellation and postponement terms for scheduled days are set out in the proposal.

Article 9. Cancellation or postponement by Kailli

DAZZ SOLUTIONS may postpone or cancel a session, in particular if a multi-company session does not reach its minimum number of participants (3 participants minimum) or if the trainer is unable to attend. The client is notified by email as early as possible, and no later than 7 calendar days before the session, except in cases of force majeure.

DAZZ SOLUTIONS then offers a solution: a new session, a change to the session or, where applicable, a refund of the amounts paid for that session. No other compensation is due.

Article 10. Force majeure

Neither party is liable for any delay or failure to perform caused by force majeure within the meaning of Article 1218 of the French Civil Code (Code civil). In addition to the cases recognized by French courts, the following in particular constitute cases of force majeure or fortuitous events, without this list being exhaustive:

• illness or accident of the trainer;
• the lack of a visa, work permit or other permit required by the trainer;
• transport disruptions (train, plane, public transport) that prevent the trainer or the DAZZ SOLUTIONS team from reaching the training venue;
• labor disputes, whether internal or external;
• laws or regulations adopted after the order;
• natural disasters and fires;
• interruption of telecommunications, energy supply or communications of any kind;
• any other circumstance beyond the reasonable control of DAZZ SOLUTIONS.

The client is informed by email. DAZZ SOLUTIONS offers a solution: a new session, a change to the session or, where applicable, a refund.

Article 11. Attendance, absences, dropout and certificates

Attendance is recorded by a sign-in sheet (émargement) for each half-day [paper or electronic: to be confirmed].

In the event of absence or dropout, only the hours actually attended may be invoiced to the funding body. Any contractual cancellation fees are separate from the services delivered. No automatic 20% deduction and no disciplinary financial penalty applies to the trainee. Mandatory provisions relating to individuals and to force majeure prevail.

A certificate of completion (attestation de réalisation) stating the duration actually attended is sent to the participant by email. The assessment of learning outcomes is communicated separately. Proof of attendance is provided to the client in compliance with data protection rules.

Article 12. Remote training

For remote training, the client provides each participant with a computer, a stable internet connection, a camera, a microphone and access to the tools specified in the program. A connection test may be offered before the session.

Article 13. Accessibility and disability

If a participant has a disability, the client reports it before registration so that arrangements can be adapted as far as possible. Disability contact person (référent handicap): Morgan Godard, reachable at contact@kail.li.

Article 14. Consulting engagements

DAZZ SOLUTIONS is bound by a best-efforts obligation (obligation de moyens). The scope, deliverables and schedule are those of the signed proposal; any request outside that scope is subject to an additional quote.

The client provides the necessary information, access and contacts in good time; any delay on its part may shift the schedule. No percentage of gains is guaranteed: the indicators are set with the client before the engagement begins.

Article 15. Intellectual property

Training materials (presentations, exercises, templates, documents provided) remain the property of DAZZ SOLUTIONS. The client and the participants may use them for their internal needs. Any distribution to third parties, resale or use to deliver another training course is prohibited without written consent.

For consulting engagements, the deliverables produced specifically for the client are assigned to the client for its internal needs once paid in full. DAZZ SOLUTIONS retains its methods, know-how and pre-existing tools.

Sessions may not be recorded, in audio or video, without the written consent of DAZZ SOLUTIONS and of the participants.

Article 16. Confidentiality

Each party keeps confidential the non-public information received from the other during the service and for three years after it ends. Exercises carried out on the client's files follow the data usage rules agreed with the client before the training.

DAZZ SOLUTIONS names a client as a reference only with its written consent.

Article 17. Personal data

Each party complies with the GDPR. The processing of participants' data by DAZZ SOLUTIONS is described in the privacy policy. If an engagement leads DAZZ SOLUTIONS to process personal data on behalf of the client, a data processing agreement compliant with Article 28 of the GDPR is signed.

DAZZ SOLUTIONS applies appropriate technical and organizational measures to protect the security, confidentiality and integrity of the client's data. It does not disclose them, except where required by law.

Article 18. Liability

The liability of DAZZ SOLUTIONS is limited to direct and proven damages, up to the amounts paid by the client for the service concerned. Indirect damages, such as loss of revenue, data or reputation, are excluded.

The client remains responsible for its use of AI tools, for its data and for decisions made on the basis of content produced during or after the service.

Article 19. Complaints

Any complaint about a training course or an engagement must be sent in writing to contact@kail.li. An acknowledgment of receipt is sent within 2 business days and a written response within 10 business days. If further checks are needed, the complainant is informed within that period, along with a response deadline.

Article 20. Governing law and disputes

These terms are governed by French law. The parties first seek an amicable solution. For disputes between merchants (commerçants), and where the law permits a jurisdiction clause, exclusive jurisdiction is expressly conferred on the Commercial Court of Marseille (tribunal de commerce de Marseille). In all other cases, in particular for individuals, the competent courts are determined in accordance with the applicable legal rules; this clause does not limit their rights.

Article 21. Changes to these terms

DAZZ SOLUTIONS may amend these terms. The applicable terms are those in force on the date of the order. The internal rules applicable to trainees supplement these terms.