Terms of business

1. Scope

These terms of business (the "Terms") apply to all credit control and debt recovery services supplied by Clarity One to its business clients (the "Client").

They apply to every engagement and override any other terms, including the Client's own purchasing terms. Any departure from these Terms must be agreed in writing.

Signing the quote or placing an order amounts to acceptance of these Terms in full.

This English text is provided for convenience. Where it differs from the French version, the French version prevails.

2. The provider

JCM BUSINESS SOLUTIONS, trading as Clarity One
Founder: Jean-Charles Mellot
SIRET: 100 986 843 00017
Email: contact@clarityone.fr

Full company details appear in the legal notice.

3. The services

Clarity One provides two services:

• Monthly credit control: running the Client's accounts receivable, working the chase cycle, dealing with the Client's debtors, and reporting, in French and English, to the level set by the tier taken out.
• One-off debt recovery: work on a single debt, charged on results. The fee is 10% of the sum recovered for debts in France and 15% for European and international debts. It falls due only once the Client has actually been paid.

The exact scope of the work is set out in the quote accepted by the Client.

4. Tiers and prices

Monthly credit control is sold in three tiers. The only thing that sets the price is the number of client accounts chased over the twelve-month period:

Prices are in euros and exclusive of tax. VAT is not applicable under article 293 B of the French General Tax Code (small business exemption). No VAT is charged and none is recoverable by the Client.

Above 120 client accounts a year, or for any requirement outside the standard tiers, a tailored quote is issued.

Clarity One may revise its prices. A revision has no effect on the committed term in progress and takes effect only from the next renewal period, on at least two months' written notice to the Client.

5. Moving between tiers during the period

The tier taken out is set by the number of client accounts chased over the twelve-month period.

If that number passes the ceiling of the tier taken out during the period, the Client moves up to the next tier automatically, at that tier's price, for the remaining months of the period. The change is confirmed to the Client in writing. There is no administration fee and no new contract.

Going beyond the Horizon ceiling is dealt with by a tailored quote.

6. Term, trial period and ending the contract

6.1 Term

The contract starts on the date given in the quote and runs for a firm term of twelve months.

6.2 Sixty-day trial period

The Client has a sixty-day trial period from the start date. During that period the Client may end the contract in writing with no penalty and no exit fee. The Client remains liable for work actually carried out up to the date the contract ends, but not for the remaining monthly instalments.

6.3 After the trial period

Once the sixty days have passed, the contract is firm to the end of its term. If the Client ends it early, the monthly instalments remaining due to the end of the twelve months are still payable.

6.4 Expiry and renewal

To end at the twelve-month term, either party must give written notice of two months, that is, by the end of the tenth month at the latest.

Without that notice, the contract renews automatically month by month. Either party may then end it at any time, in writing, on two months' notice.

6.5 Ending the contract for breach

If either party is in material breach, the other may end the contract thirty days after a written demand sent by recorded delivery has gone unanswered.

Notice under this clause is validly given by recorded delivery or by email with confirmation of receipt.

7. Invoicing and payment

Monthly credit control is invoiced monthly in advance, on the first day of each month. Recovery fees are invoiced once the Client has actually received the money.

Invoices are payable thirty days from the invoice date.

How to pay. Payment is preferably by SEPA direct debit, under a mandate signed by the Client. This is not compulsory: the Client may pay by bank transfer instead.

Late payment. Under articles L441-10 and D441-5 of the French Commercial Code, late payment automatically attracts interest, without any prior demand, at the rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, together with a fixed sum of forty euros towards recovery costs. Further compensation may be claimed where costs incurred exceed that sum.

If payment is more than thirty days late and a written demand has gone unanswered, Clarity One may suspend the services until the position is put right, without any compensation being due for the suspension.

8. What the Client agrees to do

The Client agrees to:

• Give Clarity One the information and documents needed to do the work, in particular the aged debtor report, the invoices and the contact details for each account, and keep them up to date.
• Tell Clarity One straight away about any payment received, any dispute, and any arrangement made directly with a debtor.
• Confirm that the information supplied is accurate and that the debts handed over are undisputed, quantified and due.
• Name a single point of contact for the engagement.

Clarity One is not liable for the consequences of information that is incomplete, inaccurate or supplied late by the Client.

9. What Clarity One agrees to do

Clarity One agrees to carry out the work with reasonable skill and care, in line with the regulations that apply and with the commercial relationship between the Client and its debtors.

Clarity One owes a duty to use its best endeavours, not a duty to achieve a given result. It does not guarantee that the debts handed over will be recovered, nor any improvement in any particular measure such as DSO.

Clarity One will not start legal proceedings or enforcement action without the Client's prior written agreement.

10. Handling of money

Clarity One does not receive any money on the Client's behalf. The Client's debtors pay the Client direct, into the Client's own bank account. At no point does Clarity One hold funds belonging to the Client or to its debtors.

11. Professional indemnity insurance

Clarity One holds professional indemnity insurance underwritten by Hiscox, placed through Orus France SAS, covering debt recovery work carried out on behalf of third parties.

The limit of indemnity is €50,000 per insurance period, with no excess, and cover applies worldwide apart from the United States and Canada.

A current certificate of insurance is sent to the Client on request.

12. Confidentiality

Each party agrees to keep confidential any commercial, financial or technical information disclosed to it under the contract, not to pass it to third parties, and not to use it for anything other than carrying out the work.

This obligation applies for the life of the contract and for three years after it ends.

13. Personal data

In carrying out the work, Clarity One acts as a processor within the meaning of article 28 of the GDPR in respect of the personal data relating to the Client's debtors, the Client remaining the controller. Clarity One processes that data on the Client's instructions, only for the purposes of the engagement, and applies appropriate security measures. The data is returned or deleted at the end of the contract.

Data collected through the website is covered by the privacy policy.

14. Intellectual property

The methods, models, tools, chasing templates and reporting formats developed by Clarity One remain its sole property. The Client has a right to use them limited to the term of the contract and to its own needs, with no right to copy them or pass them to third parties.

Data and documents supplied by the Client remain the Client's property.

15. Liability

Clarity One is liable only where fault is established, and for direct loss only.

Indirect loss is excluded, in particular loss of revenue, loss of margin, loss of clients and damage to reputation.

In any event Clarity One's liability is capped at the total sum paid by the Client over the twelve months preceding the event giving rise to the claim, and within the limits of its professional indemnity cover.

16. Force majeure

Neither party is liable for a failure to perform caused by an event of force majeure within the meaning of article 1218 of the French Civil Code. If the event continues beyond two months, either party may end the contract in writing, with no compensation due.

17. Governing law and disputes

These Terms are governed by French law.

If a dispute arises, the parties agree to try to settle it between themselves before taking any other step. Failing agreement within thirty days, the dispute will be referred to the courts having jurisdiction.