Preamble
These General Terms and Conditions of Engagement (GTCE) are intended to define the contractual terms applicable to any service provided on behalf of 2AI Concept Ltd, a company governed by British law, registered in the United Kingdom, in the context of training activities, coaching, technical development or occasional assistance.
These terms apply to any natural or legal person (hereinafter referred to as “the Service Provider”) acting as an independent subcontractor, regardless of their country of establishment, their area of expertise or the nature of their assignment, on behalf of 2AI Concept Ltd or one of its clients.
Validation of any assignment, by written confirmation of an order form (or equivalent), constitutes full, complete and unconditional acceptance of these General Terms and Conditions of Engagement.
Article 0 – Scope
These GTCE apply to all service assignments entrusted by 2AI Concept Ltd to independent providers, particularly in the following areas:
- delivery of training sessions in person, remotely or in hybrid format;
- educational coaching;
- IT or technical development assignments (front-end, back-end, mobile…);
- consulting, expertise or support missions;
- involvement in internal projects or services for end clients.
They apply regardless of:
- the Service Provider’s country of origin or residence,
- the working language used,
- the country of residence of the end client,
- the contractual or administrative nature of the relationship.
The Service Provider is expressly informed that the relationship does not, under any circumstances, constitute employment, a work contract, an exclusive subcontract, or a long-term formal partnership.
Article 1 – Acceptance of the conditions
By responding positively to a mission email, a purchase order, or any other confirmation document sent by 2AI Concept Ltd, the Service Provider acknowledges:
- having read the entirety of these General Terms and Conditions of Engagement;
- accepting them without reservation or modification;
- committing to execute the assignment under the terms defined in the order.
Any contrary clause introduced by the Service Provider in a quote or email shall not prevail over these GTCE, unless expressly agreed to in writing by 2AI Concept Ltd.
Article 2 – Nature of the contractual relationship
The Service Provider acts entirely independently from 2AI Concept Ltd. They retain full responsibility for:
- their personal organization,
- their accounting, social and administrative management,
- their tax and regulatory obligations in their country of practice.
No subordination, permanent establishment or representative status shall be inferred from the existence of this collaboration.
Article 3 – Skills, compliance and quality requirements
The Service Provider commits to:
- only accepting assignments that match their declared skills;
- complying with the expertise level, programs, or quality standards defined in the order;
- providing required documentation (CV, diplomas, experience, certifications, etc.) if requested.
Article 4 – Pedagogical obligations
In the context of a training assignment, the Service Provider specifically commits to:
- studying and preparing the session in advance,
- respecting the expected program, objectives, timing, and teaching methods,
- providing the training materials to learners within the expected time and format,
- using appropriate and mastered tools (videoconferencing, LMS platforms, collaborative tools…),
- completing all administrative documents: attendance sheets, reports, evaluations, certificates.
Failure to provide materials, obvious improvisation, or non-compliance with the program may be considered contractual breaches.
Article 5 – Professional behavior and ethics
The Service Provider commits to:
- demonstrating punctuality, clarity, courtesy, and professional commitment;
- showing kindness to learners and internal/client stakeholders;
- strictly respecting neutrality, confidentiality, and non-discrimination values.
Any inappropriate, violent, sexist, racist, or degrading behavior or comment may result in immediate termination of the assignment, without compensation.
Article 6 – Cancellation, Unavailability and Continuity Commitment
The Service Provider undertakes to inform 2AI Concept Ltd as soon as possible in the event of:
- inability to carry out the confirmed assignment,
- occasional impossibility to conduct a session, meeting, or delivery.
Any assignment cancellation less than fifteen (15) working days in advance without a legitimate reason (justified illness, force majeure) may result in:
- a deduction from the amounts due;
- the cancellation of future assignments;
- possible invoicing of costs incurred by 2AI Concept Ltd or its clients to compensate for the unavailability.
In case of temporary unavailability, the Service Provider undertakes, where possible, to propose an equivalent profile or to cooperate in organizing a replacement.
Failure to report unavailability constitutes a serious breach.
Article 7 – Invoicing and Payment
The Service Provider shall issue an invoice once the service has been completed, in accordance with the tax regulations applicable in their country of establishment.
The invoice must include all mandatory details: company registration number or equivalent, VAT or exemption statement, clear description of the service, dates, and conditions of the assignment.
Unless otherwise stated in the assignment email, payment will be made thirty (30) days end-of-month after receipt and processing of a valid invoice.
In the event of a dispute, client complaint, or obvious non-compliance, the payment may be:
- temporarily suspended pending clarification;
- adjusted downward;
- or cancelled if the assignment was not carried out or resulted in proven commercial harm.
Article 8 – Complaints, Quality Issues and Client Impact
In the event of a negative trainee evaluation, unsatisfactory client feedback, or non-delivery in accordance with expectations, 2AI Concept Ltd may:
- request an explanation from the Service Provider;
- suspend payment during the review period;
- revise the amount due based on the actual quality of the service.
In the case of client loss, contract cancellation, or termination of a business relationship attributable to poor performance, a financial deduction proportionate to the damage may be applied, following contradictory information sharing with the Service Provider.
Article 9 – Service Provider’s Liability
The Service Provider is solely responsible for:
- the proper execution of the assignment;
- the safety, compliance, and clarity of the deliverables produced;
- their behavior toward third parties;
- their fiscal, social, and regulatory obligations.
They shall indemnify 2AI Concept Ltd against any damage, claim, adjustment, or legal action arising from their actions or omissions.
Article 10 – Confidentiality
The Service Provider agrees to maintain the confidentiality of:
- all information related to clients, participants, materials, content, tools, or documents provided or produced;
- any access credentials or identifiers supplied by 2AI Concept Ltd or its clients.
The confidentiality obligation shall continue for a minimum of five (5) years after the end of the assignment.
Failure to comply with this clause may lead to legal action or immediate termination of the collaboration.
Article 11 – Intellectual Property
Unless otherwise stated in the contract or assignment email:
For training services:
- course materials created by independent trainers remain their exclusive property;
- 2AI Concept Ltd and its client training centers may request access to these materials for archiving or communication to trainees only;
- any partial or full reproduction without the trainer’s written consent is prohibited.
For development or support services:
- all source code, mock-ups, deliverables, or outputs produced during the assignment are transferred to 2AI Concept Ltd (or its client);
- this transfer is definitive, worldwide, exclusive, and includes all rights of reproduction, adaptation, distribution, and commercial use;
- the Service Provider retains ownership of pre-existing tools, provided their use does not hinder the deliverable’s exploitation.
Any unauthorized reuse or transfer to a third party is strictly prohibited without prior written consent.
Article 12 – Governing Law and Jurisdiction
These General Terms and Conditions are governed by British law, as 2AI Concept Ltd is a company registered in the United Kingdom.
However, when the assignment is carried out in another territory, local public order regulations may also apply (social, tax obligations, self-employment status, etc.).
In the event of a dispute, the parties agree to seek an amicable resolution. Failing that, the competent jurisdiction will be that of the defendant, in accordance with the rules of private international law.
Article 13 – Non-Solicitation of Clients and Collaborators
The Service Provider agrees, throughout the assignment period and for a duration of twelve (12) months following their last service for 2AI Concept Ltd, to refrain from:
- approaching or working directly with 2AI Concept Ltd’s end clients;
- entering into agreements with trainers or service providers who collaborated with 2AI Concept Ltd, without prior written approval.
Any violation of this clause will result in a fixed penalty equal to 20% of the estimated turnover for the first year of diverted activity, without prejudice to additional damages.
Article 14 – Personal Data Protection (GDPR)
When the assignment involves the collection, processing, or access to personal data, the Service Provider agrees to:
- strictly comply with the General Data Protection Regulation (GDPR) and all applicable local laws;
- secure access to documents, trainee lists, emails, login data, or evaluations;
- use the data only for purposes directly related to the assignment;
- refrain from retaining data beyond the necessary period.
In case of a data breach or suspected security incident, the Service Provider must inform 2AI Concept Ltd within twenty-four (24) hours.
Article 15 – Subcontracting Without Authorization
The Service Provider may under no circumstances subcontract all or part of the assignment without the prior written authorization of 2AI Concept Ltd.
In the case of unauthorized subcontracting:
- the assignment may be suspended or canceled without compensation;
- the full responsibility of the main Service Provider shall be engaged in case of failure or damage.
Article 16 – Force Majeure
Neither party shall be held liable for failing to fulfill its contractual obligations in the event of force majeure, such as: natural disaster, pandemic, widespread network outage, armed conflict, etc.
However, the affected party must notify the other without delay and, if possible, propose alternative solutions (rescheduling, adaptation, replacement).
The performance of obligations shall be suspended during the force majeure event, without penalty or compensation.
Article 17 – Right to Audit, Verification, and Quality Control
For certain strategic, complex, or sensitive assignments, 2AI Concept Ltd reserves the right to:
- request proof of performance (logs, screenshots, code excerpts, source files);
- require intermediate deliverables validated through milestones;
- organize a compliance or quality audit before final validation of the assignment.
The Service Provider agrees to cooperate in good faith with any reasonable verification.
Article 18 – Priority Availability Clause
When a recurring collaboration agreement is in place, 2AI Concept Ltd may request the Service Provider to reserve specific time slots or days of availability as a priority.
This priority may give rise to financial compensation or a guaranteed volume of activity, depending on prior written agreement.
In case of non-compliance with this availability commitment, 2AI Concept Ltd may reassess the relationship or assign the task to another provider.
Article 19 – Temporary or Partial Exclusivity Clause
For certain critical, confidential, or strategic assignments, the Service Provider may be subject to a limited-time exclusivity clause, covering a defined scope:
- specific client or project;
- protected technology or methodology;
- sensitive period (launch, testing, deployment).
The exclusivity will always be formalized in the mission email or a specific annex. It shall never be implicit.
Article 20 – Compliance with Local Obligations (Territorial Conformity)
The Service Provider is solely responsible for complying with the legal and administrative obligations in the country in which they operate (residence or place of intervention):
- business registration, tax or social security regime, required insurance, etc.;
- any declaration to a local authority or regulatory body.
2AI Concept Ltd declines all responsibility in the event of non-compliance by the Service Provider under the laws of their own country of establishment.
Article 21 – Non-Disparagement, Image and Reputation
The Service Provider agrees not to harm the image, reputation, or commercial interests of 2AI Concept Ltd:
- on social media platforms (LinkedIn, forums, websites, etc.);
- when interacting with other clients, partners, providers, or institutions;
- through any disparaging remark, content, or behavior, whether direct or indirect.
Failure to comply with this clause may result in:
- immediate termination of the collaboration;
- legal action for moral or commercial damages;
- reporting to other partners or clients if applicable.
Article 22 – Communication with the End Client
The Service Provider agrees to strictly limit all interactions with 2AI Concept Ltd’s end client to what is necessary for executing the assignment (pedagogical, technical, or logistical matters).
They are strictly prohibited from initiating:
- any price or contract negotiation;
- any offer of direct services;
- any communication concerning strategic, commercial, or organizational aspects of the overall project.
Any contact outside of this scope, without written authorization from 2AI Concept Ltd, constitutes a serious breach of contract and may lead to the immediate termination of the assignment.
Article 23 – Response Time and Expected Responsiveness
The Service Provider agrees to respond to requests from 2AI Concept Ltd within a maximum of forty-eight (48) working hours, except in cases of force majeure.
This responsiveness obligation includes:
- emails related to planning, support, or follow-up;
- administrative or logistical requests;
- client queries relayed by 2AI Concept Ltd.
Prolonged silence may be interpreted as an implicit withdrawal from the assignment and could result in cancellation, replacement, or removal from the general schedule.
Article 24 – Compliance with Contractual and Administrative Instructions
The Service Provider agrees to fully comply with all technical, administrative, and organizational instructions communicated by 2AI Concept Ltd, in particular:
- required formats for files, deliverables, attendance sheets, reports, invoices;
- submission, validation, or archiving deadlines;
- regulatory or compliance obligations required by end clients or supervisory authorities.
Failure to meet these requirements may result in:
- delayed or suspended payment;
- non-validation of the assignment;
- restricted access to future assignments.
Article 25 – Contract Language and Reference Version
These General Terms and Conditions are published in two languages: French and English.
The French version is provided solely for comprehension purposes for non-English-speaking providers.
In case of discrepancies in interpretation or dispute:
the English version shall prevail and supersede any translation.
The Service Provider acknowledges that only the English version of these General Terms and Conditions constitutes the applicable legal reference.
Article 26 – Updates to the General Terms and Conditions
2AI Concept Ltd reserves the right to amend these General Terms and Conditions at any time.
The version applicable to a specific assignment shall be:
- the one available on the official 2AI Concept Ltd website at the time of order,
- or the one referenced via a direct link in the mission confirmation email.
By accepting a mission, the Service Provider acknowledges the version in force on the date of engagement.
The Service Provider is encouraged to regularly check for updates on the official website.