GTCS

1.1 DERICHEBOURG EVOLUTION FORMATION, a company registered with the Toulouse Trade and Companies Register under number 505 256 484 –(this registration does not constitute government approval); whose registered office is at 3 rue de Védrine, CS 24011- 31028 Toulouse Cedex 4 (hereinafter referred to as “the Company”), organises and delivers vocational training courses.

1.2 “The Client” refers to the legal entity that has signed the training agreement, or the individual who has signed the training contract, and accepted these general terms and conditions, or the signatories to a tripartite training agreement, where applicable.

1.3 These general terms and conditions, together with the pricing terms, are sent to clients as a matter of course. Consequently, any order or request for provision of services, in whatever form, necessarily entails the unreserved acceptance of these general terms and conditions, as a fundamental and decisive condition.

1.4 The fact that the Company does not, at any given time, invoke any of these general terms and conditions shall not be construed as a waiver of its right to invoke any of them at a later date.

1.5 The Company provides its services specifically in consideration of the Client’s identity, which is always a decisive factor in the Company’s acceptance of a request for provision of services. Consequently, contracts entered into by the Client with the Company are neither assignable nor transferable in any way whatsoever, including by way of an investment in a company or the transfer of a business, in which case the Company reserves the right to terminate them without compensation or prior notice.

1.6 The Company reserves the right to amend these general terms and conditions at any time; however, any such amendments shall only take effect eight (8) days after they have been notified to the Client by any means.

2.1 For any request for services from a Client, the Company issues a training proposal, which shall be valid, unless otherwise stated, for one (1) month from the date of issue.

2.2 The order is confirmed when the Client returns the signed training proposal, or indicates in writing their acceptance of the proposal made to them by the Company.

3.1 Any request to cancel or amend the Services – including the postponement of scheduled training dates – at the Client’s request shall be made no later than three (3) working days before the start date of the training course.

The postponement is subject to the Company’s written consent and to the parties’ agreement on the new training dates, as well as, where applicable, on compensation to the Company for the administrative fees and additional costs due to this postponement. Otherwise, the postponement will be treated as a cancellation.

In the event of cancellation, except where the Client is unable to attend the training course because of a duly recognised case of force majeure (circumstances beyond their control), the Client shall pay additional fixed fees, which cannot be covered by a funding body, in accordance with the following terms:

• three (3) calendar days or less before the start date of the course: 100% of the order amount,
• ten (10) calendar days or less before the start date of the course: 50% of the order amount, with a minimum of €150,
• between the 20th and the 11th calendar day before the start date of the course: a fixed fee of €75 per order to cover administrative fees.

3.2 The Company may, in turn, be required to cancel or amend a training course that has been ordered, particularly in the event of force majeure, legitimate grounds, an insufficient number of participants, or for educational reasons. In such cases, the Company will, propose alternative dates for the training course or a similar activity to the Client as soon as possible. Except in cases of force majeure, and subject to the relevant legal provisions, the Client will be notified of such cancellation or amendment at least four (4) working days before it takes effect and shall not be entitled to any compensation in this regard.

4.1 The documents governing the agreement between the parties are, to the exclusion of all others and in descending order of priority:

• The Company’s Internal Training Rules and Regulations, adopted pursuant to, inter alia, Articles L.6352-3 to L.6352-5 and R.6352-3 to R.6352-15 of the Labour Code,
• The Rules and Regulations of the establishment hosting the training courses,
• Any training agreements that have been accepted by both parties and any amendments thereto,
• The duly completed registration form,
• These general terms and conditions,
• The proposals provided by the Company to the Client,
• Any specifications that may have been drawn up.

4.2 In the event of any inconsistency between these documents, the document of higher priority shall prevail for the interpretation in question.

4.3 The provisions of the general terms and conditions and the aforementioned documents constitute the entire agreement between the parties. These provisions therefore take precedence over any proposal, exchange of letters, notes or emails prior to its signature, as well as any other provisions contained in documents exchanged between the parties relating to the purpose of the contract, and the client’s general terms and conditions of purchase, unless the Company has given its express prior written consent.

5.1 The information, prices or any other details contained in the Company’s documents, catalogues, advertisements and leaflets are provided for guidance only.

5.2 Prices are exclusive of tax and fees.

5.3 Subject to the applicable legal provisions, any training course that has already begun shall be paid for in full. In the event of a participant’s absence or withdrawal from a training course, and except in cases of force majeure, the full amount of the order shall be payable, unless otherwise agreed by the parties.

5.4 Price lists, together with their effective dates, are available to any client upon request. Prices are subject to change during the year.

5.5 Unless otherwise agreed in writing, invoices shall be issued in one or more instalments, based on the price agreed at the time the order was placed (following a quotation), and shall be sent to the Client, or to their paying organisation, by email or post.

5.6 Any invoice that is not disputed within one (1) month of receipt shall be deemed to have been accepted without reservation. Once this period has elapsed, invoices can no longer be disputed on any grounds whatsoever.

5.7 Unless otherwise agreed, payment for services shall be made no later than forty-five (45) days after the end of the month in which the invoice was issued.

5.8 Any sum due for any reason whatsoever that remains unpaid on its due date shall automatically incur interest from that date, without prior notice, at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10%, in addition to a fixed compensation of €40 per unpaid invoice, without prejudice to the Company’s other rights.

5.9 Failure to pay any sum owed by the Client by the due date shall automatically render all other invoices for which the payment date has not yet fallen due immediately payable, with the sums thus becoming immediately due also incurring interest in accordance with the terms set out in paragraph 5.8.

5.10 The Client shall also be liable to the Company for all costs, charges, expenses and other fees incurred or committed by the Company in recovering sums owed by the Client and not paid when due.

6.1 The Company undertakes to perform the services in accordance with best practice, the applicable laws and regulations, and to the best of its ability. Its obligations are obligations of means (best endeavour).

6.2 Unless prevented from doing so by legitimate grounds, the Company will send the Client, within eight (8) days prior to the training session, a document summarising the arrangements for the service, including, in particular, the training dates, times and venues.

6.3 The services may be carried out by subcontractors, under the Company’s full responsibility.

6.4 Upon completion of the training course, the Company will send a training certificate to the client. If the training course includes assessment tests, and provided these are passed, the Company will issue a certificate of qualification in the participant’s name or any other document confirming successful completion of the assessment.

6.5 The Company reserves the right to suspend or terminate the provision of services, in whole or in part, in the following circumstances:

• in the event of force majeure, defined as any event likely to prevent the normal provision of the services,
• in the event of a breach by the Client of the law or any of its obligations under these general terms and conditions, including failure to pay any invoice by the due date.

7.1 The Client shall cooperate in good faith with the Company and shall provide the Company in a timely manner with all information necessary for the performance of the services.

7.2 The Client shall ensure that all necessary information is provided to the participant(s), including the training dates, times and venues.

The parties shall agree on the duration of the assignments entrusted to the Company.

In any event, the contract shall be automatically terminated in the event of a breach by either party of any of its obligations, after failure to respond to a formal notice within thirty (30) days of receipt.

9.1 The Company’s liability is limited to the total amount of the price of the services covered by the relevant order.

9.2 The Company shall in no event be liable for any indirect or intangible damages, including loss of turnover, data, wages, income and/or loss of earnings, and the Client expressly accepts this.

The Client shall submit any complaint regarding the non-conformity of the services provided to the Company within fifteen (15) days of the services having been provided. It shall be the Client’s responsibility to provide evidence to substantiate the validity of the anomalies identified. Otherwise, complaints will not be considered valid and cannot be processed by the Company.

The Client is prohibited from recruiting, or otherwise employing in any way, any current or future employee of the Company. This clause shall apply regardless of the employee’s area of specialisation, and even in the event that the approach is initiated by the employee in question. This clause shall remain in force for the duration of the provision of services and for a period of one (1) year following their termination, for whatever reason.

112.1 Each party undertakes to treat all technical, pedagogical, didactic, educational, documentary, financial, commercial and/or legal information, as well as any know-how relating to studies, reports, products or developments, drawings, models, etc., provided to it by the other party, as the industrial and/or intellectual property of the latter and, consequently, to use it only for the performance of this agreement.

12.2 The provision of the Services does not entail any transfer or granting of a licence of intellectual or industrial property rights to the Client.

12.3 No Client may, in any form whatsoever, refer to or use any trademarks, logos, documents, projects, studies or any other intellectual property rights relating to the services provided, without the Company’s express prior written consent.

The Client agrees that the Company may include the services provided to the Client in its list of references.

14.1 Corporate Social Responsibility

The Company undertakes to comply with, and to ensure that any subcontractors or any parties under its control comply with, all national, European and international regulations concerning human rights, fundamental freedoms, health and safety of individuals, and the environment, in particular compliance with the International Labour Organisation’s fundamental conventions on forced labour, freedom of association, child labour and non-discrimination.

It undertakes, in accordance with the regulations in force, to respond to requests from the Client seeking explanations and justifications for the measures (policies, action plans, indicators) implemented by the Company and any subcontractors with regard to risk mitigation or the prevention of serious infringements of human rights, fundamental freedoms, health and safety of individuals, and the environment.

14.2 Anti-corruption

The Company undertakes, both on its own behalf and that of all persons under its responsibility or acting in its name and on its behalf, to comply with all relevant international and local laws, regulations and standards relating to the fight against corruption, throughout the contractual relationship.

This commitment includes, in particular, the Company’s obligation to comply with all legislation criminalising acts of corruption, influence peddling, extortion, unlawful taking of interest, misappropriation of public funds, favouritism or any other breach of integrity in the countries in which it operates, as well as all relevant international legislation.

The Company reserves the right to request that the Client provide any information it deems necessary to establish that the Client has complied, throughout the term of the contract, with the relevant anti-corruption legislation, and this shall apply for the duration of the contract and for a subsequent period of five (5) years following the termination of the contract.

Any breach by the Client of the provisions of this clause shall be deemed a material breach, entitling the Company, at its discretion, to terminate the contract without notice or compensation, without prejudice to any damages to which the Company may be entitled as a result of such a breach.

All information exchanged between the Company and the Client in the course of their business dealings shall be treated as confidential and may not be disclosed by either party without the prior written consent of the other party.

16.1 In the event that the Company is required to process personal data in connection with or in the course of the performance of the contract, it guarantees compliance with the regulations relating to the protection of personal data, in particular Act No. 78-17 of 6 January 1978 on information technology, data files and civil liberties, and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 from the date of its application (hereinafter referred to as the “Personal Data Regulations”).

16.2 The Company is the data controller for data processing carried out in connection with training activities and the administrative and educational management of such training, as well as for any data processing for which it determines the purposes and means.

16.3 In particular, it declares that, prior to any processing of personal data it may carry out in connection with or in the course of the performance of the contract, it has completed any necessary formalities and that, when collecting and processing personal data, it has complied with all obligations arising from the application of the legislation in force regarding the protection of personal data and privacy.

16.4 The Company undertakes to take all necessary physical, organisational and logistical measures necessary to safeguard and ensure the integrity and confidentiality of personal data, and shall refrain from any use other than that strictly necessary for the performance of the contract, and in particular shall not use such data for commercial marketing purposes on its own behalf or on behalf of third parties.

16.5 The Company will implement technical and organisational measures to ensure that third parties authorised by it to access personal data respect and protect the security and confidentiality of such data. To this end, the Company undertakes to impose on its subcontractor(s) all necessary obligations to ensure the confidentiality, security and integrity of personal data, and to ensure that such personal data may not be transferred or leased to a third party, whether free of charge or otherwise, and guarantees that the said subcontractor(s) will comply with their obligations.

16.6 Participants’ data is retained for as long as is necessary for the purpose of processing, i.e. for the duration of the contractual relationship, with data being stored in an interim archive for a period in accordance with the applicable limitation periods.

16.7 The recipients of this information are the invoicing department, teaching assistants and managers, and sales staff for the purposes of prospecting.

16.8 Furthermore, the Client is expressly informed that information concerning participants may be passed on to various bodies that fund or are involved in the training programme if required by the legal framework governing training.

16.9 Any person concerned by the data processing operations may exercise their personal-data rights by writing to the Data Protection Officer (DPO) at the following email address: privacy@derichebourg.com or by sending a letter to the following postal address: DERICHEBOURG Environnement, Data Protection Officer, 119 Avenue du Général Michel Bizot – 75012 PARIS, FRANCE.

16:10 In accordance with the Personal Data Regulations, the supervisory authority chosen by the Company is the Commission Nationale de l'Informatique et des Libertés (CNIL [French Data Protection Agency]) in France.

17.1 This contract is governed by French law.

17.2 Any dispute arising from its drafting, interpretation, performance or termination, for whatever reason, INCLUDING ANY COMMERCIAL RELATIONSHIP FOR WHICH THIS CONTRACT WOULD BE THE CAUSE, SUBJECT OR OCCASION, OR DUE TO ITS IMPLEMENTATION OR PERFORMANCE, shall, in the absence of an amicable resolution of the dispute, be subject exclusively to the courts within the jurisdiction of THE COMPANY’S REGISTERED OFFICE, EVEN IN THE EVENT OF A WARRANTY CLAIM, COUNTER CLAIM OR MULTIPLE DEFENDANTS.