FOREIGN LANGUAGES PROFESSIONAL TRAINING AGREEMENT
GENERAL CONDITIONS APPLICABLE TO ALL LEARNSHIP SERVICES
Scope of the Agreement and its General Conditions
In the absence of, or as a supplement to, a Framework Agreement, the Foreign Languages Professional Training Agreement (“Agreement”) including the present General Conditions apply to all training offers and services (collectively “Services”) offered by Learnship and express the entire agreement between the Parties, excluding any and all arrangement previously entered into between the Parties on the Services described in the Agreement.
The terms of a Framework Agreement, if any, prevail over the present General Conditions unless otherwise expressly agreed in writing between the Parties.
Agreement Procedures and Unconventional Acceptance of the terms
The Agreement is deemed to be final upon return by the Customer, by any means (electronic or otherwise), of the signed Agreement.
The fact that the Customer places an order and any provision of the Service that follows implies the Customer’s unreserved acceptance of the terms of the Agreement, including the present General Conditions (except in the event of a Framework Agreement), and of the Conditions of Use of the Services.
ELECTRONIC SUBMISSIONS CONSTITUTE CUSTOMER’S ACCEPTANCE OF THE AGREEMENT AND CONFIRM CUSTOMER’S INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS USED FOR ANY DOCUMENT RELATING TO THE SERVICES ORDERED, INCLUDING NOTIFICATIONS AND POLICIES.
“Customer” means the natural person undertaking at his/her own expense training on an individual basis (in which case the Customer and the User are one and the same person) or the legal person (company, association, etc.) placing an order with Learnship for the benefit of third-party users (such as its employees, associates or other beneficiaries of the Services who will become Users of the Services) and who signs with Learnship a Foreign Language Professional Training Agreement (“Agreement”, “Order”).
The Customer agrees to comply with the Conditions of Use of the Services available at the address https://www.learnship.com/en/terms-of-use/ and, if the Client is a legal person, to require Users to comply with its Conditions of Use.
Ownership of Services and Intellectual Property Rights
All the elements made available by Learnship to the Client and / or produced by Learnship as part of the performance of the Services, including, among others, software, platforms, educational materials, data, inventions, reports, analyzes, summary notes, recommendations (collectively hereinafter referred to as the “Elements”) and all related intellectual and industrial property rights, remain the exclusive property of Learnship or, as the case may be, of the third parties having granted Learnship a license to use of their Elements.
Learnship only grants the Customer a temporary, revocable and non-exclusive license to use the Services ordered for its internal (if the Customer is a legal person) or personal (if the Customer is a natural person) use, for the duration of the respective Services ordered. This license is non-transferable and non-assignable.
The Customer will not claim any right on the Elements and is prohibited from using, modifying, reproducing directly or indirectly, in whole or in part, and from marketing or distributing the Services made available to him.
The Customer will indemnify Learnship for any violation committed by the Customer of the rights of third parties in connection with the use of the Services.
The Customer undertakes to keep confidential the information and data of an economic, financial or commercial nature of Learnship to which the Customer has access in the context of his use of the Services, including the terms of the Agreement, except to the extent that this disclosure is required by law, regulation or decision of a competent court. The confidentiality obligations will end five (5) years after the date of expiration or termination of the Agreement.
LEARNSHIP IMPLEMENTS SKILLS AND DUE DILIGENCE TO ENSURE PERMANENT ACCESS TO ITS ONLINE SERVICES AND THE ACCURACY OF THE INFORMATION AVAILABLE IN THE CONTEXT OF THE USE OF ITS SERVICES BUT IS ONLY BOUND BY AN OBLIGATION OF MEANS TOWARDS CUSTOMER AND USERS.
THE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. LEARNSHIP DOES NOT WARRANT THAT THE SERVICES WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE.
THE WARRANTIES EXPRESSLY MENTIONED IN THIS AGREEMENT REPLACE ALL OTHER EXPRESS OR IMPLIED WARRANTIES APPLICABLE IN THIS MATTER, INCLUDING THE WARRANTY AGAINST HIDDEN DEFECTS, THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limits to Learnship’s Liability
THE CLIENT IS SOLE RESPONSIBLE FOR THE CHOICE OF THE SERVICES ORDERED AND THE RESULTS OBTAINED FROM THE USE OF SUCH SERVICES. THE CLIENT SHALL ENSURE PRIOR AND DURING THE PERFORMANCE OF THE SERVICES THAT ITS TECHNICAL ENVIRONMENT IS COMPATIBLE WITH THE LEARNSHIP PLATFORM.
EXCEPT TO THE EXTENT DAMAGES RESULTED FROM LEARNSHIP’S FRAUD (‘DOL’) OR WILLFUL MISCONDUCT (“FAUTE GRAVE”), TO THE FULLEST EXTENT ALLOWED BY LAW, LEARNSHIP’S LIABILITY UNDER THIS CONVENTION SHALL BE LIMITED TO THE DIRECT FORESEEABLE DAMAGES PROVEN BY THE CLIENT AS RESULTING DIRECTLY AND IMMEDIATELY FROM THE BREACH BY LEARNSHIP OF ITS OBLIGATIONS UNDER THE CONVENTION. IN ANY EVENT, THE INDEMNIFICATION SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE LAST TWELVE (12) MONTHS OF THE SERVICES UNDER THE CONVENTION.
LEARNSHIP SHALL NOT BE LIABLE FOR ANY IMMATERIAL OR INDIRECT DAMAGES WHICH THE LOSS OF DATA, LOSS OF USE, LOSS OF PROFIT, LOSS OF THE BENEFIT OF A RIGHT, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, COMMERCIAL LOSS AND DAMAGE TO REPUTATION CONSTITUTE.
LEARNSHIP BEARS NO RESPONSIBILITY IN THE EVENT DAMAGES ARE CAUSED BY FORCE MAJEURE EVENTS.
Voluntary Termination by the Client or due to Client’s Fault; Consequences of All Terminations
In the event of total or partial non-fulfilment of the training action attributable to the client or the learner, for whatever reason (in particular in the event of abandonment during the course of the performance of the Agreement) and in case of voluntary termination of the Agreement by the Client, in order to compensate for the economic loss necessarily suffered by Learnship as a result, Learnship shall retain the payments received before termination and shall be entitled to payment of the invoices issued for Services ordered up to the day of termination of the agreement by the Client, in derogation of Article 6354 of the Labor Code. The Client shall not be entitled to any refund of the fees paid.
Any termination of the Agreement by either Party terminates access to Learnship’s Services, regardless of the reason for termination.
Customer acknowledges and agrees that Learnship’s subcontractors are not “subcontractors executing all or part of the services under this Order Form ” under the law No. 75-1334 of December 31, 1975 as amended from time to time and Learnship is free to use any such subcontractor of its choosing.
Right of Withdrawal for Clients Who Are Natural Persons
In accordance with the regulations of the Labor Code, the Client who is a natural person is free to retract under the legal conditions applicable and to cancel the Agreement within ten (10) days of signing. No fee will be charged before the expiry of the withdrawal period.
Applicable law and competent jurisdiction
This Agreement is governed by and interpreted in accordance with French law, excluding its provisions on conflict of laws. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. The courts of Paris have exclusive jurisdiction over any dispute resulting from the Agreement, without prejudice to the right, for Learnship, to avail itself of an injunction or other conservative or remedial measure to protect its rights and the possibility of exercising recourse against the Client.
The Agreement may in no case be the subject of a total or partial transfer, for consideration or free of charge, by one of the Parties without the prior written consent of the other. However, Learnship may assign this Agreement to any affiliate of the Learnship group without the prior consent of the Customer.
If a clause of this contract is definitively found illegal or inapplicable, its nullity will not affect the validity of the contract provided that said clause is not substantial and the clause in question shall be deemed unwritten.
Any modification or addition to this Agreement must, in order to be enforceable against the Parties, be in writing and be signed by a duly authorized representative of each of the Parties.
Learnship reserves the right to revise these General Conditions at any time, the new conditions applying to any new order.
The provisions of the articles on “Confidentiality”, “Ownership of Services and Intellectual Property Rights”, “Limit of Liability of Learnship” and “Governing Law” will remain in force notwithstanding the expiration or early termination of the Agreement, whatever the cause and the date.
La version française des présentes Conditions Générales de Vente peut être consultée à l’adresse suivante : https://www.learnship.com/fr/conditions-generales-de-vente/