General terms of sale for professionals GlobalExam

These general terms of sale (hereinafter, the “GTS”) apply to all sales of services made by GlobalExam, a French société par actions simplifiée (simplified joint-stock company) with share capital of €9,338.00, whose registered office is located at 53 rue Fénelon, 92120 Montrouge, France, registered with the Nanterre Trade and Companies Registry under number 795 246 396 and whose intra-community VAT number is FR 47 795246396 (hereinafter, the “Company”), to customers (natural or legal persons) who are professionals or acting in a professional capacity (hereinafter, the “Customers”).

Any provision contrary to the provisions of the GTS is unenforceable against the Company, unless it has given its written consent. Any derogation from the GTS must be the subject of an amendment or a prior written agreement of the Company.

“Administrator”: means the natural person, of legal age and with legal capacity, in charge of monitoring the relationship between the Company and the Customer and/or monitoring the Users. They must hold a position within the Customer’s entity or establishment.

“GTU” means the general terms of use of the Platform.

“Content” means, for a Solution of the Exam Universe, access to a preparation for a certification and the associated Platform content, and for a Solution of the Business and General Universes, access to training in a language and the associated Platform content.

“Confidential Information” means any information or data, in any form and on any medium whatsoever (whether written or oral), disclosed by the Company to the Customer.

“Licence” means the right of access and use granted by the Company to a User covering one or more Solutions and the associated Content.

“Education Licence” means any Licence subscribed by an education provider.

“Training Licence” means any Licence subscribed by a training organisation.

“Corporate Licence” means any Licence subscribed by a company.

“Platform” means GlobalExam’s e-learning platform accessible at https://global-exam.com/en.

“Privacy Policy” means GlobalExam’s privacy and personal data protection policy accessible at https://global-exam.com/en/privacy.

“GDPR” means the applicable regulations on the protection of personal data, in particular the amended French law no. 78-17 of 6 January 1978 on information technology, data files and civil liberties, and Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

“Service” means any service provided by the Company to the Customer and/or its Users in connection with the Licences, Solutions and Content.

“Additional Service” means any service provided by the Company to the Customer in addition to the Licences.

“Website” means the Company’s website accessible at https://global-exam.com/en.

“Solution” means, for each Universe, one of the available training offers that may be subscribed by the Customer or the User (for example, for the Exam Universe, the “Solo”, “Group” or “With my coach” offers).

“Universe” means any of the universes offered by the Company to the Customer, namely the Exam universe, the General universe, the Business universe and the GlobalExam Live universe.

“User” means the natural person, of legal age and with legal capacity, on whose behalf the Customer has subscribed a Licence giving entitlement to one or more Solutions and the associated Content.

The purpose of these GTS is to define the terms and conditions under which the Customer may benefit from the Services and Additional Services, in particular by subscribing Licences giving its users entitlement to one or more Solution(s) and the associated Content.

By signing the quotation or purchase order for the subscription of one or more Licences in order to benefit from the Services, the Customer accepts without reservation and in hierarchical order:

• The terms and conditions set out in the quotation or purchase order,
• These GTS,
• The GTU,
• The Privacy Policy.

In the event of a contradiction between the provisions of one or more of the documents listed above, the higher-ranking document shall prevail over the lower-ranking document.

3.1. Description

Access to the Platform and to the Content associated with the chosen Solution is unlimited during the validity period of the Licence. The commitments regarding accessibility of the Platform and the Content are set out in the GTU.

The time spent by the User on the Platform from the activation of the Licence has no impact on the price and duration of the Licence, these elements being determined in the quotation or purchase order.

3.2. Support and follow-up

Each Licence includes a remote support Service. The User may contact the Company by email or via the online contact form.

In addition, the Company provides its customers ordering for an annual amount exceeding €10,000 for training, €7,500 for education and €5,000 for companies with support from a dedicated Customer service employee.

Furthermore, the Customer has a personalised online space for its Administrators.

3.3. Licence opening request

The subscription of Licences takes the form of the signature of a purchase order or quotation by the Customer and its receipt by the Company. The signature and receipt of the purchase order or quotation constitutes a contract between the Company and the Customer.

Each Licence is strictly personal and for a fixed term.

The Company undertakes to use its best efforts to make the Licences available within three (3) working days following the date of receipt of the opening request.

When opening their services, the Company offers its customers a one-hour training session for their Administrators. At the end of this training, the administrators are autonomous in registering their learners on the platform (except in specific cases discussed beforehand where the Company may assist the Customer with a centralised import of learner lists).

Where a customisation of the platform is requested by the Customer prior to the signature of the Contract and accepted by the Company, the customisation consists of:

• the possibility of creating customised learning paths,
• for orders of 200 licences or more, the possibility of requesting the set-up of 3 mock tests per year.

Customisations are set up within 10 working days after receipt by the Company of the necessary information from the Customer (date, list of learners concerned, extra time to be provided…). Any request to modify a customisation already put into production must be made:

• up to 5 days before the scheduled delivery date for a learning path
• up to 3 days before the scheduled date for an exam

Failing this, the deployment of the customisation will be postponed by 48 hours.

3.4. Licence activation

The effective activation date of a Licence corresponds to the date from which the User, or the Customer on behalf of an identified User, requests access to the Content of the chosen Solution(s).

For Education and Corporate Licences, the subscribed Licences may be assigned to Users throughout the term of the Contract. The start date of the Contract may under no circumstances be later than the date of assignment of the first Licence. Any assigned Licence remains valid for the term of the Contract and ends, at the latest, on its expiry date, regardless of its date of assignment. Any Licence not assigned on expiry of the Contract is automatically considered lost.

For Training Licences and orders from distributors, the Customer has one (1) year (365 days) to request the activation of the subscribed Licences from the date on which the stock of ordered Licences is made available, for an order of less than 100 licences. For an order of more than 100 licences, the Customer has two (2) years (730 days) to do so. Beyond this period, Training Licences that have not been activated will automatically be considered lost.

By way of exception to the foregoing, where the quotation or purchase order concluded with the Customer provides for a multi-year commitment involving the subscription of a determined number of Licences over more than one year, the Customer is required to activate the subscribed Licences before the end of the multi-year commitment. Beyond this period, Licences that have not been activated will automatically be considered lost.

Finally, an online class that has been assigned to a user may under no circumstances subsequently be transferred to another user, whatever the reason or justification for the transfer request.

3.5. Validity period and end of the Licence

For Education and Corporate Licences, the validity period of the Licences is aligned with the term of the Contract. Any Licence assigned during the term of the Contract ends, at the latest, on its expiry date, regardless of its date of assignment.

For Training Licences and orders from distributors, from its activation, the Licence remains active without interruption for the period set out in the quotation or purchase order. The Licence ends automatically at the end of this period.

For Training Licences and orders from distributors, when the Contract between the Company and the Customer comes to an end, any Licence activated before that date will remain valid for the agreed subscription period.

For Education and Corporate Licences, the validity period of each Licence is aligned with that of the Contract. Consequently, all Licences end on the expiry date of the Contract, regardless of their date of assignment.

3.6. Administrator Licence

The Customer undertakes to list the Administrators at the beginning of the contract and to communicate their identities to the Company. The number of Administrators must be limited to a reasonable level, i.e. below a ratio of 1 Trainer per 20 Licences purchased.

In addition to free access to the Content of the chosen Solution(s), the Administrator Licence includes access to an “Administration” portal. This portal allows Administrators (1) to monitor the distribution of Licences already activated for the current period and (2) to carry out the educational follow-up of Users throughout the term of their Licence, by consulting and downloading their work statistics. These User work statistics may be kept and used by the Customer, including after the end of the Licence, subject to the limits defined in the Privacy Policy.

3.7. Reassignment of licences

A Licence may be reassigned in the following cases:

Training time of less than thirty (30) minutes: on the Corporate market only, the Licence is fully recovered from its reassignment and remains valid until the expiry date of the Contract. Any credits still available are also recovered.

For other markets (Training, Education), the conditions for any reassignment must be specifically defined in the Contract.

The Company offers the following Additional Services:

• Online classes (individual or group),
• Face-to-face training,
• SSO or white-label integration,
• Instructional design.

Online classes are available in two (2) different formats and are necessarily linked to the activation of a licence:

• individual online classes,
• inter-company group online classes.

Online classes are valued in credits, the conversion of which into volumes of class hours is specified in the quotation or purchase order.

Online classes can be booked from the GlobalExam Live Universe.

Individual online classes give access to 30- or 60-minute sessions with a certified teacher, allowing advanced interaction between the User and the trainer.

Inter-company and intra-company group online classes give access to 60-minute sessions led by a certified teacher.

For inter-company online classes, the schedule of these online classes is accessible from the User’s interface and the User may register for them within the limit of 6 participants per session.

Cancellation and refund of credits:

If the teacher is absent for an online class, the credits used by the User to book this class will automatically be credited back to their account.

In the event of an unforeseen circumstance on the User’s side, the User may cancel their class up to eight (8) hours before the scheduled time in order to automatically recover the credits used. Any cancellation made less than eight (8) hours before the scheduled time results in the definitive loss of the credits used.

Credits are not transferable between Progress Licences. Credits may only be transferred on an exceptional, case-by-case basis, subject to the written agreement of the Company. Transfer is however permitted in the event of the subscription of a separate credit pack.

Adding credits:

Adding credits to a valid Licence does not extend the term of said Licence, which remains set by the initial quotation or purchase order and, for Education and Corporate Licences, may in no event exceed the expiry date of the Contract. Credits must be used before the Licence expires, failing which they will be definitively lost.

The other Additional Services offered are highly customised and are defined in separate quotations and/or purchase orders. These additional services are deployed within ten (10) working days of being ordered.

Details of each Additional Service are provided on request to the Company.

The price of each Licence and Additional Service is that shown on the quotation or purchase order.

The Company reserves the right to change the price of its Solutions at any time. Any revision only applies to Licences subscribed after the new prices come into force.

The Customer undertakes to pay the amount of the Licences and Additional Services subscribed regardless of the Users’ connection time on the Platform and of any expiry of Licences.

Subject to the provisions of this clause, prices are firm and may not be revised pursuant to the provisions of article 1195 of the French Civil Code.

GlobalExam has valued the actions required to set up the licences sold, open the services and, where applicable, set up technical and educational customisations (hereinafter referred to as implementation costs).

These implementation costs represent on average 9.0% of each sale and constitute costs that may under no circumstances be refunded to the customer, for any reason whatsoever and regardless of the future of the partnership between GlobalExam and its customer, as they are already incurred as soon as the services are opened.

Indexation:

For multi-year contracts, the price of the Licences and/or Additional Services may be automatically revised on each anniversary date of the Contract according to the change in the Syntec index published by the Fédération Syntec.

The revision formula will be as follows:

Revised price = Initial price × (Syntec index at the revision date / Reference Syntec index).

Failure to apply the indexation clause on a given due date shall not constitute a waiver of its subsequent application.

Unless otherwise expressly agreed and accepted by the Company, invoicing takes place upon receipt of the purchase order. Where the Customer does not use a purchase order, invoicing takes place upon receipt of the signed quotation.

Unless otherwise expressly agreed between the Company and the Customer, payment is made within thirty (30) days of receipt of the invoice and according to the banking terms proposed by the Company.

In the event of late payment, the Customer will automatically and by operation of law be liable, without formalities, for late payment penalties starting on the day following the agreed payment date. The interest rate applied is equal to three times the legal interest rate in force on the invoicing date and will apply to the outstanding amount including VAT.

In addition, the Customer will be liable for a fixed indemnity for recovery costs of 40 euros in accordance with article D 441-5 of the French Commercial Code.

If the situation is not regularised, the Company reserves the right to terminate the contract with the Customer for breach after sending a registered letter with acknowledgement of receipt, without prejudice to any damages.

Suspension of Services:

In the event of late payment or a payment incident, the Company reserves the right, after a formal notice that has remained without effect for eight (8) days, to suspend access to the Services, Licences and/or Additional Services until full payment of the sums due.

This suspension shall not be considered as a termination of the Contract by the Company and does not release the Customer from its obligation to pay all sums contractually due.

The Company owns the intellectual property rights or holds the rights of use to all elements accessible on the Website and the Platform, in particular texts, images, graphics, logo, icons, sounds, software and Content. As such, the Company is and remains the owner of the economic copyrights relating to the training courses and to all tangible or intangible materials and documents provided/distributed during the training courses. By registering for the training courses, the Customer is only granted a simple, personal and non-exclusive right of access to said training courses and their materials.

The Licences and rights granted by the Company to the Customer are limited to personal use of these rights by the Customer, its Administrators and Users. Any use, assignment, sale and more generally any form of marketing of the Licences and rights granted by the Customer to third parties, in particular in the context of responses to calls for tenders, is strictly prohibited unless prior written agreement has been given by the Company. Any breach of this obligation constitutes grounds for immediate termination of the Contract for breach, without prejudice to any damages the Company may claim.

The Customer undertakes not to infringe the intellectual property rights of the Company and its licensors. Any reproduction, representation, modification, publication or adaptation of all or part of the elements of the Website and/or the Platform, by any means or process whatsoever, is prohibited without the prior written authorisation of the Company.

The Customer also undertakes not to infringe, in any way whatsoever, the image rights and privacy of the teachers/speakers taking part in the training courses.

Any unauthorised use of the Website and/or the Platform or of any of its elements or Content will be considered as constituting an infringement and may give rise to legal proceedings for infringement pursuant in particular to the provisions of articles L. 335-2 et seq. of the French Intellectual Property Code.

Subject to full payment by the Customer, the Company grants each User an exclusive, non-assignable, non-transferable, revocable Licence, limited in time and to strictly personal use, to the Content of the chosen Solution(s).

By way of exception to the foregoing, only Corporate Start and Progress licences, excluding those financed via a skills operator (OPCO), may be reallocated in the following cases, up to 3 times per licence. The possible cases for reallocation are:

• the departure of the employee
• sick leave of more than 30 days of the employee
• use of the licence by the employee for less than 30 minutes

Users are authorised:

• to consult and train on the chosen Content;
• to consult and communicate the data collected by the Platform in the “Statistics and Corrections” mode.

Access to the Platform and the Content is by means of personal login details and is specified in the GTU.

Users are not authorised to assign, transfer or sub-license, in any way whatsoever, the Licence granted to them by the Company.

The Customer guarantees that its Users will comply with the conditions of this Licence of use.

The Company reserves the right to revoke any Licence in the event of a breach by the User of the provisions of the GTU.

The Company cannot be held liable if the performance of its obligations is delayed or prevented due to a case of force majeure as defined by article 1218 of the French Civil Code.

The Company undertakes to fulfil its obligations towards the Customer and the Users with the diligence of a professional, under an obligation of means.

Consequently, in addition to cases of force majeure, the Company cannot be held liable in the following cases (non-exhaustive list):

• Technical failures whose origin is independent of the Company, for example in the event of communication problems (slowness, interruption, etc.) caused by the Internet service provider of the Customer and/or the User;
• Provision by the Customer of data that turns out to be incomplete and/or incorrect;
• Problems related to the User’s use of browsers that are not up to date or not compatible;
• In the event of fault, negligence, omission or failure on the part of the Customer and/or the User and/or any third party over whom the Company has no power of control or supervision;
• In the event of non-compliance with the legislation of the country in which the Customer and/or the User is resident or in which they subscribed a Licence;
• In the event of indirect damage such as, without limitation, loss of business, loss of opportunity resulting from the use of the website, loss of turnover and other similar losses.

In all of the above cases, the Company will not refund any sums received.

Limitation and exclusion of liability:

In any event, the Company’s liability for any direct damage caused to the Customer may not exceed, per claim and for all claims combined, the total amount excluding tax actually paid by the Customer under the Contract during the twelve (12) months preceding the event giving rise to the damage.

Indirect damage, such as loss of turnover, loss of data, loss of customers, loss of opportunity, damage to reputation, as well as any intangible damage, is expressly excluded from any compensation.

The Company cannot be held liable for any loss or alteration of the data of the Customer or the Users, except in the event of duly established gross negligence or wilful misconduct.

With the exception of the sole commitments made by the Company in the GTS and, where applicable, in the GTU, the Company makes no representation or warranty, express or implied, to the Customer, in particular with regard to the Platform, the Services and Additional Services and their fitness for a particular function or purpose.

It is also recalled that the Customer, acting as a professional, does not benefit from the legal warranties, in particular the legal warranty of conformity on digital services and content and on updates.

12.1. At the Company’s initiative

In accordance with articles 1225 and 1226 of the French Civil Code, the Company reserves the right to terminate the Licence(s) concerned immediately and by operation of law in the following cases:

• after a formal notice that has remained wholly or partly without effect for ten (10) days, or without notice in the event of urgency, in the event of a breach or non-performance by the Customer and/or a User of any of the provisions of the GTS or GTU,
• immediately and without notice in the event of a breach by the Customer or a user of the provisions of the “Intellectual Property” article of the GTS.

Termination will be notified by registered letter with acknowledgement of receipt. In the event of early termination due to the fault of the Customer or a User, the Company will not make any refund to the Customer and reserves the right to take legal action against the Customer and/or the User in respect of any sums remaining due by the Customer or any damages.

12.2. At the Customer’s initiative

Early termination of an annual contract:

If termination occurs during performance or more than 14 days after the due date, the Customer remains liable for 100% of the balance due for the current contractual year.

Early termination of a multi-year contract (commitment of more than 12 months):

The Customer acknowledges that the pricing conditions granted by the Company are calculated in consideration of the multi-year commitment subscribed.

Consequently, any early termination, for any reason whatsoever other than a serious and unremedied breach by the Company, entails the immediate payment of 100% of the sums remaining due until the initially agreed contractual term.

No refund may be claimed by the Customer in respect of Licences already paid for or activated.

Financing by a third-party organisation:

Where the Contract is partly or fully financed by a public or semi-public organisation (in particular a skills operator – OPCO), the Customer remains jointly and severally liable for payment of all sums due, even in the event of refusal or withdrawal of financing by the third-party organisation. Any early termination requested by the Customer due to such a refusal of financing will be treated as a termination for convenience and will give rise to the application of the indemnities provided for above.

On expiry of the Contract and in the absence of renewal:

• Current Licences: for Education and Corporate Licences, all Licences end on the expiry date of the Contract. For Training Licences and orders from distributors, Licences already activated remain valid until their initially scheduled expiry date, with no possibility of extension. Any addition of credits does not extend the term of the Licence.
• Administrator access: access by the Customer and its Administrators to the dedicated space will be deactivated within thirty (30) days following the end of the Contract.
• Data export: during this period, the Customer may, upon written request, obtain an export of the available usage data. After this period, the Company will permanently delete said data, and the Customer may not subsequently demand its return.
• Customer Success support: a Customer benefiting from Level 2 support will automatically be moved back to Level 1 for any subsequent request or question, unless a new Contract is concluded.

The Company cannot be held liable:

• for the loss of data not retrieved by the Customer within the allotted time,
• nor for the change in support conditions in the absence of renewal.

14.1. Personal data of each Party’s contacts

In the context of managing the business relationship between the Customer and the Company, each Party may, as data controller, process personal data relating to the employees of the other Party (identity, business address, position, telephone contact and/or business email).

The Parties mutually undertake to comply with the applicable regulations in this area.

In particular, they undertake to:

• not communicate, in any form whatsoever, all or part of the other Party’s personal data to persons other than those duly authorised to have knowledge of it;
• ensure the effectiveness of the rights of Data Subjects (within the meaning of the applicable regulations): right of access, rectification, erasure and objection, right to restriction of processing, right to data portability, etc.;
• implement appropriate technical and organisational measures to protect the other Party’s personal data against accidental or unlawful destruction, accidental loss, alteration, disclosure or unauthorised access.

No instructions on how to process personal data are given by one Party to the other Party.

14.2. Personal data of Users and Administrators in the context of the performance of the Services

In the context of the performance of the Services, the Company processes personal data relating to the Users, as a processor. As such, the Company undertakes to comply with the GDPR.

The data collected is used solely by the Company, and where applicable by its partners, for the management of training courses, contract follow-up and commercial prospecting.

In accordance with articles 15 to 22 of the GDPR, data subjects, subject to proof of identity, have a right of access, rectification, erasure, objection, portability of the data concerning them and restriction of processing. These rights may be exercised by contacting: [email protected].

For more information on the processing and protection of personal data by the Company, the Customer is invited to consult the B2B Privacy Policy.

Throughout the term hereof, the Customer undertakes not to use the Confidential Information in any way whatsoever to carry out any project and/or service that does not fall within the scope hereof, nor to communicate it to third parties without having obtained the prior written agreement of the Company.

The Customer undertakes to keep the Confidential Information it has received from the Company and to take all necessary measures to protect it against any unauthorised disclosure or access.

The obligations of confidentiality, non-use and non-disclosure of Confidential Information provided for in this article will remain in force for a period of five (5) years following the end of the relationship between the Company and the Customer, for any reason whatsoever.

The Customer undertakes not to, directly or indirectly, solicit, recruit or employ, in any form whatsoever (employment, self-employment, subcontracting), any employee, collaborator or trainer of the Company who has participated, directly or indirectly, in the performance of the Contract, throughout the term of the Contract and for a period of twelve (12) months from its termination, for any reason whatsoever.

In the event of a breach of this clause, the Customer will be liable to the Company for a fixed indemnity equal to twelve (12) months of the gross remuneration of the employee concerned, without prejudice to any claim for additional damages.

The Customer is not authorised to assign its rights and obligations towards the Company to third parties, in whole or in part, without the prior written consent of the Company.

These GTS are governed by French law.

In the event of a dispute concerning the application, interpretation or performance of these GTS, and failing an amicable solution between the Company and the Customer within 45 days of the first notification by either of them, the Paris Commercial Court shall have sole jurisdiction.

Mediation – Arbitration:

In the event of a dispute relating to the validity, interpretation or performance of these GTS, the Parties will endeavour to settle their dispute amicably.

Failing an amicable agreement within forty-five (45) days following notification of the dispute by either Party, the dispute may, at the initiative of the most diligent Party, be submitted to conventional mediation in accordance with the rules of the Paris Mediation and Arbitration Centre (CMAP).

If mediation fails, the dispute will be finally settled by the competent courts designated above, unless the Parties agree to arbitration.