General Terms of Sale

PREAMBULE

TotalEnergies and IFP Training are partners in the performance of services in the fields of oil, gas and renewable energies, provided under the ALLIANCE4TRAINING™ brand.
The services offered under the ALLIANCE4TRAINING™ brand are performed by TotalEnergies and/or IFP Training, acting in the name and on behalf of the companies IFP Training and TotalEnergies (hereinafter referred to as “Alliance4Training”), without any joint or several liability between them, of which the Client acknowledges having been duly informed and which it expressly accepts.

ARTICLE 1 - Purpose and Scope

These General Terms and Conditions of Sale (hereinafter referred to as the “GTC”) are intended to define, both in France and internationally:

  • the terms and conditions for the organization and performance of services relating to skills management (hereinafter referred to as the “Services”) by Alliance4Training for the benefit of the client signing an order as defined hereinafter (hereinafter referred to as the “Services Client(s)”);
  • the terms and conditions for the organization and performance of in‑company training sessions (hereinafter referred to as the “Intra Session”), including via virtual classrooms, organized by Alliance4Training for the benefit of the client signing an order (hereinafter referred to as the “Intra Client(s)”);
  • the general terms and conditions governing participation in inter‑company training sessions (hereinafter referred to as the “Inter Session”), including via virtual classrooms, organized by Alliance4Training for the benefit of the client signing an order (hereinafter referred to as the “Inter Client(s)”);
  • the general terms and conditions governing participation in Inter Sessions, including via virtual classrooms, organized by Alliance4Training for a natural person signing the order (hereinafter referred to as the “Individual Client”).

The Services Client, the Intra Client, the Inter Client and the Individual Client are hereinafter individually referred to as a “Client” or collectively as the “Clients”.

The Client and Alliance4Training are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

Intra Sessions and Inter Sessions are hereinafter individually referred to as a “Session” and collectively as the “Sessions”.

Services and Sessions are hereinafter individually referred to as a “Service” and collectively as the “Services”.

ARTICLE 2 - Registration and Order Modalities 

All orders are placed on the basis of a technical and commercial proposal (hereinafter referred to as the “Proposal”) issued by Alliance4Training, which constitutes the specific terms and conditions of these General Terms and Conditions of Sale and sets forth, in particular, the description of the services provided, the price, and the payment terms (hereinafter referred to as the “Order”).

For Intra Sessions and Services

Unless otherwise stipulated in the Order, Alliance4Training shall remain bound by the terms of its commercial proposal for a period of three (3) months from the date on which it is sent to the Intra Client or the Services Client. Any Order must be placed at least five (5) weeks prior to the start date of the first Intra Session or the commencement of the ordered Services. Alliance4Training reserves the right to refuse any Order submitted after this deadline.

The Order shall be validly formed and shall bind Alliance4Training only upon receipt by Alliance4Training of the following documents:

  • the commercial proposal issued by Alliance4Training, initialed on each page and bearing, on the last page, the handwritten wording “Approved for Order”, together with the signature and business stamp of the Intra Client or the Services Client;
  • these General Terms and Conditions of Sale, attached to the commercial proposal and initialed on each page;
  • the precise billing details of the invoice recipient, together with all information required to appear on the invoice(s) to be issued.

Accordingly, the Order is composed of the following documents, in descending order of priority:

  • the commercial proposal issued by Alliance4Training;
  • these General Terms and Conditions of Sale;
  • any other documents expressly referred to in the commercial proposal issued by Alliance4Training, in the order in which they are listed.

Acceptance of Alliance4Training’s commercial proposal by the Intra Client or the Services Client constitutes a firm and irrevocable commitment to the Order and entails the exclusion of the Client’s own general purchasing conditions, regardless of the medium on which they appear. Any general or specific clauses deviating from these General Terms and Conditions of Sale contained in documents issued by the Client shall be deemed null and void and without effect.

For Inter Sessions for Inter Clients and Individual Clients

Any registration for an Inter Session must be made at least three (3) weeks prior to the start date of the Session. Alliance4Training reserves the right to accept registrations submitted at a later date. The number of participants per Session is limited.

Registration shall be taken into consideration only upon receipt by Alliance4Training of a duly completed registration form, submitted either electronically or by mail. Any incomplete registration form shall not be taken into consideration. Registration shall become definitive only upon receipt of full payment or of a certificate of coverage issued by a duly authorized funding body under the conditions set forth in Article 3 hereof, except for the Individual Client, for whom the required payment shall be thirty percent (30%) of the amount of the Order.

Any registration by an Inter Client or an Individual Client for a Session shall constitute acceptance of the Order as from receipt of the registration confirmation issued by Alliance4Training and shall imply full and unconditional acceptance of these General Terms and Conditions of Sale. These General Terms and Conditions of Sale shall prevail over any other document issued by the Inter Client or the Individual Client, irrespective of the medium on which such documents are issued.

No later than two (2) weeks prior to the start of an Inter Session, Alliance4Training expressly reserves the right to freely dispose of the places reserved by the Inter Client or the Individual Client after having informed the latter:

  • in the absence of full payment of the price of the Inter Session for the Inter Client;
  • in the absence of payment of thirty percent (30%) of the price of the Inter Session for the Individual Client.

No later than two (2) weeks prior to the start of an Inter Session, Alliance4Training shall, where applicable, send a registration confirmation letter to the personnel designated by the Inter Client on the registration form and to the Individual Client. A personal attendance notice addressed to the Inter Client or the Individual Client shall be enclosed and shall provide all practical information relating to the Inter Session (schedule, access, etc.) and any specific arrangements where applicable.

ARTICLE 3 - Cooperation 

Proper performance of the Order and the satisfactory completion of the Services require active, ongoing and good-faith cooperation between the Parties. Accordingly, each Party undertakes to:

  • actively engage in the performance of its obligations;
  • refrain from any behavior likely to affect and/or hinder the performance of the other Party’s obligations;
  • provide each other, within the agreed timeframes between the Parties, with all information and documents necessary for the performance of the Order.

Without prejudice to the foregoing, it shall be the sole responsibility of the Client to ensure that the Services entrusted to the Service Provider correspond to the professional skills requirements and needs of the candidates, and that the candidates selected by the Client possess sufficient qualifications and experience to participate in the Services.

Without prejudice to the foregoing, for Services leading to a skills certification, the Service Provider and the Client shall jointly carry out the selection of candidates.

ARTICLE 4 - Cancellation and Postponement - Modification of Services 

4.1 CONDITIONS FOR CANCELLATION AND POSTPONEMENT

For Intra Sessions

Cancellation or Postponement Request by the Intra Client: Any request for cancellation or postponement of all or part of the Order must be notified to Alliance4Training by registered letter with acknowledgment of receipt, with a notice period of three (3) weeks prior to the date of the Session concerned. This notice period shall be calculated from the date on which Alliance4Training receives said request.

(i) In the event of a postponement request:

Any postponement request notified less than three (3) weeks prior to the date of the Session concerned shall be considered by Alliance4Training as a cancellation of said Session. The conditions set forth in items (ii) or (iii) below shall then apply.

(ii) In the event of partial cancellation of the Order:

For any Order or part of an Order cancelled in compliance with the three (3) weeks’ notice period, the Intra Client shall only be required to pay the expenses already incurred by Alliance4Training specifically for the cancelled part of the Order, including non-recoverable internal preparation costs.

For any Session cancelled between three (3) weeks and one (1) week prior to the date of the Session concerned, the Intra Client shall pay an amount equal to sixty percent (60%) of the price of the cancelled Session.

For any Session cancelled less than one (1) week prior to the date of the Session concerned, the Intra Client shall pay the full amount (100%) of the price of the cancelled Session.

Any Session that has commenced shall be invoiced and payable in full.

The Order shall remain valid with respect to the Sessions not cancelled.

(iii) In the event of total cancellation of the Order:

The provisions of item (ii) above shall apply to the Order cancelled in its entirety and to the total amount of the Order.

Cancellation or Postponement by Alliance4Training: Alliance4Training reserves the right to cancel or postpone a Session, by informing the Intra Client by email or in writing no later than three (3) weeks prior to the date of the Session concerned.

No compensation shall be payable to the Intra Client. Alliance4Training undertakes to propose a new Session date within four (4) months following the date of cancellation.

For Services

Any request for cancellation or postponement of all or part of the Order by the Services Client must be notified to Alliance4Training by registered letter with acknowledgment of receipt, with a notice period of three (3) weeks prior to the start date of the Services committed. This notice period shall be calculated as from the date of receipt of the request by Alliance4Training.

(i) Postponement request:

Any postponement request beyond the start date of a Session as provided for in the Order shall be subject to the prior agreement of the Parties.

(ii) Partial cancellation of the Order:

For any part of the Order cancelled in compliance with the three (3) weeks’ notice period prior to the start of a Session, the Services Client shall be required to pay the expenses already incurred by Alliance4Training specifically for the cancelled part of the Order, including non-recoverable internal preparation costs.

For any part of the Order cancelled less than three (3) weeks prior to the start of a Session, the Services Client shall be required to pay the expenses already incurred by Alliance4Training specifically for the cancelled part of the Order, including non-recoverable internal preparation costs, together with a fixed penalty equal to fifteen percent (15%) of the total amount of the Order.

(iii) Total cancellation of the Order:

The provisions of item (ii) shall apply to the Order cancelled in its entirety and to the total amount of the Order.

For Inter Sessions intended for Inter Clients and Individual Clients

By the Client and the Individual Client: Any cancellation by the Inter Client or the Individual Client must be notified to Alliance4Training by any written means.

For any cancellation, including in cases of force majeure as defined in Article 11 hereof, occurring less than fourteen (14) calendar days prior to the start of the Session, fifty percent (50%) of the educational fees shall be definitively invoiced by Alliance4Training to the Inter Client or the Individual Client, except where the participant is replaced by a participant from the same organization or by another natural person, as confirmed by the submission of a new registration form.

In the event of unforeseen circumstances duly justified by the Inter Client or the Individual Client, Alliance4Training may, at its sole discretion, propose that the relevant Client participate in a subsequent Session.

By Alliance4Training: Alliance4Training reserves the right to cancel or postpone a Session, in particular in the event of an insufficient number of participants.

The Inter Client or the Individual Client shall be informed by telephone no later than two (2) weeks prior to the start date of the ordered Session. The cancellation of the Session shall be confirmed by any written means.

Any payments received shall be refunded in full. No compensation shall be paid to the Inter Client or the Individual Client in the event of a postponement or cancellation at the initiative of Alliance4Training.

4.2 MODIFICATION OF SERVICES

For Intra Sessions and Services

Any request to modify the Services must be submitted in writing to Alliance4Training. Such modifications must be clearly identified and defined and shall be the subject of a written amendment to the Order.

The impact of the requested modifications on the price and/or on the schedule of the Services shall be determined and agreed in writing between Alliance4Training and the Client.

As a general rule, any modification of the commercial proposal shall only become effective after having been expressly accepted in writing by Alliance4Training in accordance with these General Terms and Conditions of Sale. Consequently, no modification of the relevant commercial proposal shall be binding upon Alliance4Training without its prior written consent.

Any modification by the Intra Client to the number of participants attending an Intra Session must be notified in advance in writing to Alliance4Training and shall be subject to the following conditions:

  • any request for modification must be submitted to Alliance4Training no later than one (1) week prior to the start of the Session concerned;
  • any request to add an additional participant shall be subject to the prior approval of Alliance4Training and shall give rise to an amendment to the Order.

ARTICLE 5 - Conditions for Performance of Services 

In order to fulfill the Order, Alliance4Training shall implement all resources and means detailed in its commercial proposal. Alliance4Training shall entrust the performance of the Services to qualified trainers and/or experts.

5.1 PLACE OF PERFORMANCE

The place of performance of the Services shall be specified in the Order. Where performance takes place outside Alliance4Training’s premises, the Intra Client or the Services Client shall provide Alliance4Training, its trainers and/or employed experts with access to the premises where the Services are to be performed and shall make available all equipment and materials (such as computers, projectors, screens, etc.) required for the on-site performance of the Services, in accordance with the specifications previously indicated by Alliance4Training in the commercial proposal.

The Services may also be performed by means of virtual classrooms, online exchanges, interviews and presentations.

All costs related to the use of premises made available by the Intra Client or the Services Client for the performance of the Services shall be borne exclusively by the Client.

5.2 OBLIGATIONS OF ALLIANCE4TRAINING

For Sessions performed by means of virtual classrooms, Alliance4Training shall send the connection links to the Client at least five (5) days prior to the commencement of the Services in order to enable connection testing.

Alliance4Training undertakes to provide qualified and competent personnel for the performance of the Services.

In order to fulfill the Order, Alliance4Training shall implement all resources and means detailed in the commercial proposal.

Alliance4Training shall use its best efforts to perform the Services in accordance with the schedule set forth in the commercial proposal. In the event that the Services cannot be completed within the specified deadlines, Alliance4Training shall inform the Client within the time limits provided for in Article 4.1. At the Client’s request, an extension of the performance period of the Services and/or of the delivery deadlines for the deliverables shall be agreed upon by means of an amendment.

5.3 SUPPLIES AND OBLIGATIONS OF THE CLIENT

The Client shall provide Alliance4Training, on the agreed dates and in the agreed form and manner, with all preliminary information and data, documents, software, tables, databases and, more generally, any materials in any form whatsoever, together with the associated know-how and information specified in Alliance4Training’s commercial proposal, as well as any information likely to facilitate the performance of the Services (hereinafter referred to as the “Information”).

In the event of delay in the provision of the Information necessary for the performance of the Services, Alliance4Training may decide to postpone the affected Services after having informed the Client.

In such case, new dates for performance shall be agreed upon by mutual agreement.

No compensation of any kind shall be payable to the Client.

The Information transmitted by the Client shall be kept confidential by Alliance4Training and may be returned to the Client upon its written request at the end of the performance of the Services.

The Client shall remain solely responsible for the Information it provides, which shall remain its property.

Under no circumstances may the Client make the educational materials and resources of a Session available to any third party and the Client expressly prohibits any reproduction, adaptation, modification, translation, dissemination or decompilation thereof.

The Client undertakes to pay Alliance4Training in accordance with the terms of the Order.

For certification training courses: issuance of the certification shall be conditional upon full payment of the price of the Session.

In the case of short Sessions (with a maximum duration of three (3) days): full payment of the price of the Session shall be due upon placement of the Order.

5.4 CASE OF CO-CONTRACTING

Where the Services are performed by TotalEnergies and IFP Training, each performing, under its sole responsibility, the portion of the Services incumbent upon it in accordance with the allocation defined in the commercial proposal, TotalEnergies and IFP Training shall act as co-contractors (hereinafter referred to as the “Co-contractors”).

Within the framework of such co-contracting:

  • the Co-contractors shall be jointly bound, meaning that each co-contractor shall be liable only for the obligations incumbent upon it under the Order;
  • a lead representative shall be appointed and shall represent the Co-contractors vis-à-vis the Client (hereinafter referred to as the “Lead Contractor”) and shall act as the Client’s primary point of contact.

The nature of the Lead Contractor’s obligation vis-à-vis the Client shall be joint in nature, and the Lead Contractor’s liability vis-à-vis the Client shall be governed by the provisions of Article 13 of these General Terms and Conditions of Sale:

  • any notices and communications relating to the Services entrusted by the Client, including the Client’s acceptance of the Order, shall be addressed to the Lead Contractor;
  • unless otherwise stipulated in the Order, payment of the price of the Services shall be made by the Client to the Lead Contractor of the Co-contractors on the basis of a corresponding invoice issued by the Lead Contractor under the conditions set forth in Article 6. The Lead Contractor shall be the sole entity authorized to submit a payment request to the Client, unless otherwise stipulated in the Order.

ARTICLE 6 - Invoicing and Payment 

6.1 PRICE

For Intra Sessions and Services

The invoicing and payment schedule shall be defined in the Order. Unless otherwise specified, the agreed prices shall be net amounts stated in euros, exclusive of taxes, to which value-added tax (VAT) at the applicable rate and/or any other taxes and/or withholding taxes applicable under the legislation in force in the relevant country shall be added. Prices are firm and non-revisable.

Where any such taxes must be withheld by the Intra Client or the Services Client on the invoiced amounts, the latter shall inform Alliance4Training as soon as possible in order to allow Alliance4Training to include the amount of such withholding in the invoiced amount. Accordingly, after deduction of any amounts withheld at source, the net balance received by Alliance4Training must correspond to the sale price defined in the Order. The Intra Client or the Services Client shall reimburse Alliance4Training for any amounts due in this respect if Alliance4Training is not informed thereof within due time.

For Inter Sessions Intended for Inter Clients and Individual Clients

Registration fees cover the educational services (instruction, practical work, use of simulators and other IT tools, documentation provided, and necessary supplies), as well as break refreshments and lunches on Session days. They do not include any transportation or accommodation expenses incurred by the participants. The prices specified in the Order are stated in euros, exclusive of taxes, and shall be increased by VAT at the applicable rate and/or any other taxes and/or withholding taxes applicable. Any Inter Session that has commenced shall be payable in full. By way of exception and upon express request, Alliance4Training may decide to apply reduced registration fees to job seekers.

6.2 PAYMENT TERMS

Payment shall be made by bank transfer to the Service Provider whose banking details appear on each invoice issued by Alliance4Training.

For Intra Sessions and Services: Payment terms shall be defined in the Order.

For Inter Sessions: Access to an Inter Session shall be granted only after full payment of the price by bank check payable to Alliance4Training or by bank transfer in accordance with the banking details specified on the invoice. A paid invoice shall be sent to the Inter Client at the end of the Session, in duplicate if specified on the registration form.

For Inter Sessions Intended for Individual Clients: In accordance with Article L.6353-5 of the French Labor Code, the Individual Client shall have a withdrawal period of ten (10) days from receipt of the registration form, exercisable by registered letter with acknowledgment of receipt. No payment may be required prior to the expiry of this withdrawal period. Upon expiry of this period, the deposit may not exceed thirty percent (30%) of the price of the Session. The balance shall be paid in a single installment at the end of the Session or may be paid in installments as the Session progresses where its duration exceeds five (5) days.

Payment by a Third-Party Organization: where a Client wishes all or part of a Service to be covered by a third-party organization, it shall be the Client’s responsibility to take all necessary steps with such organization in order to obtain its approval prior to the commencement of the relevant Service and to inform Alliance4Training thereof at the time the Order is placed. In such case, Alliance4Training shall use its best efforts to provide the documents requested by the Client (any translation being at the Client’s expense). The Client shall ensure that payment is properly completed by the designated organization. In the event of non-payment or partial payment by such organization, for any reason whatsoever, as of the due date, the Client shall be immediately liable for the amounts not received by Alliance4Training.

Where the Intra Client, the Inter Client or the Individual Client wishes the payment to be made by the Skills Operator (*) on which it depends (hereinafter referred to as the “OPCO”), it shall be the Client’s responsibility, prior to the beginning of the Session:

  • to submit a coverage request to the OPCO and to ensure that such request is accepted;
  • to explicitly indicate this request on the registration form;
  • to ensure that payment is effectively made to Alliance4Training by the designated organization.

Alliance4Training undertakes to provide the Intra Client, the Inter Client or the Individual Client with the documents necessary to submit such a request to the OPCO.

Where the OPCO covers only part of the cost of the Session, the remaining balance shall be invoiced to the Intra Client, the Inter Client or the Individual Client.

Coverage by the OPCO prior to the first day of the Session is a condition precedent to final registration and access to the Session.

In the event of non-payment by the OPCO, for any reason whatsoever, the Intra Client, the Inter Client or the Individual Client shall be liable for the full price of the Session and shall be invoiced for the corresponding amount.

At the end of the Session, Alliance4Training shall send the OPCO an invoice together with a copy of the attendance certificate signed by the participant of the Intra Client, the Inter Client or the Individual Client.

(*) OPCO: an organization approved by the French State for the financing of training programs for companies registered in France.

6.3 LATE PAYMENT PENALTIES

In the event of late payment, and in the absence of any dispute or objection by the Client regarding the relevant invoice, and in accordance with the provisions of Article L.441-10 of the French Commercial Code, any amounts not paid by the due date indicated on the invoice shall give rise to the payment by the Client of late payment penalties calculated at three (3) times the statutory legal interest rate.

Such penalties shall be payable as of right and shall accrue until full payment is made. In such case, the Client, being in default of payment, shall also be automatically liable to Alliance4Training for a fixed indemnity of forty (40) euros for recovery costs.

However, where such recovery costs exceed the amount of the aforesaid fixed indemnity, Alliance4Training may claim supplementary compensation from the Client, upon presentation of supporting documentation.

Furthermore, Alliance4Training reserves the right, within a period of thirty (30) calendar days following the due date of any unpaid invoice, to suspend performance of the Services where an invoice is not paid within the deadlines set forth in the Order, without prejudice to any other remedies available to it.

ARTICLE 7 - Confidentiality of Information and Documents 

The Parties are subject to an obligation of confidentiality with respect to all information and documents identified as confidential (hereinafter collectively referred to as the “Confidential Information”) that are disclosed in the context of the performance of the Services or otherwise transferred between them, regardless of their nature and regardless of the medium on which they are communicated. Each Party undertakes:

  • not to disclose the Confidential Information to any third party without the prior written consent of the other Party;
  • not to use the Confidential Information for any purpose other than the performance of its obligations under the Order.

Each Party shall ensure that the Confidential Information received from the other Party is handled in a secure manner and under conditions at least as stringent as those applied to the processing of its own information. Accordingly, the Parties undertake to ensure compliance with this obligation by all of their personnel and, more generally, by any person whom a Party may involve with the other Party in connection with the performance of the Services.

The Parties undertake to comply with the confidentiality obligations arising from this Article for the entire duration of the Order as well as for a period of five (5) years following completion of the Services or termination of the Order.

The provisions of this Article shall not apply to confidential information or data that:

  • at the time of disclosure, is already in the possession of the receiving Party, provided that it can furnish evidence of such prior possession;
  • is publicly known at the time of disclosure or becomes publicly known thereafter through no fault of the receiving Party;
  • has been disclosed by a third party duly authorized to make such disclosure;
  • is required to be disclosed by the State or by a public authority.

ARTICLE 8 - Ownership of Documents 

All documents and information communicated by a Party in the context of the Services shall remain the property of such Party and/or its contractual partners and/or the trainers and/or experts engaged in the performance of the Services.

Any use, disclosure or copying of such documents and information is prohibited unless prior written consent has been obtained from the disclosing Party.

The receiving Party shall be responsible for any unauthorized use, copying or dissemination of information or documents (in particular educational and/or expert materials produced by Alliance4Training) communicated by the disclosing Party, its partners and/or its trainers and/or experts, as applicable, in the context of the Services.

The Client shall refrain from removing any ownership or proprietary notices appearing on the educational and/or expert materials communicated by Alliance4Training in the context of the Services.

For Services

Ownership rights in the deliverables, as provided for in the Order and delivered by Alliance4Training to the Services Client, shall vest exclusively in the Services Client. As from the date of receipt thereof, the Services Client shall be free to use and exploit such deliverables at its discretion, without being required to provide any accounting to Alliance4Training.

Alliance4Training shall nevertheless remain free to use such deliverables for its own research and development activities.

For Intra Sessions and Inter Sessions Intended for Inter Clients and Individual Clients

Under no circumstances may these General Terms and Conditions of Sale be interpreted as granting, expressly or implicitly, to the receiving Party, by the disclosing Party, a license or a promise to grant a license, for any reproduction, adaptation, modification, representation or dissemination, whether direct or indirect, and in any form whatsoever, of all or part of the documents (in particular educational materials produced by Alliance4Training) and/or of the Information communicated by the disclosing Party, for the benefit of non-participating personnel or third parties.

Any use for commercial purposes, for the organization or delivery of training programs (including internal training), is hereby expressly prohibited.

ARTICLE 9 - Advertising 

Any use by the Client of the Service Provider’s name for promotional or advertising purposes shall be subject to the prior written consent of Alliance4Training.

Alliance4Training reserves the right to mention the Client as being one of the Service Provider’s clients in the context of its training-related communication operations, on any medium.

ARTICLE 10 - Undeclared Work - Subcontracting

Alliance4Training declares that all trainers are duly employed in compliance with the provisions of the French Labor Code applicable to it. The Service Provider warrants that it complies with all French tax and social security obligations relating to trainers and that it has fulfilled all legal and regulatory obligations relating to undeclared work and the employment of foreign labor.

Alliance4Training may, freely and without any prior formality, entrust the performance of part of the Services to qualified partners and subcontractors, to whom it shall impose the same obligations as those incumbent upon it under these General Terms and Conditions of Sale, including the obligation of confidentiality.

Subcontracting shall in no event relieve the Service Provider of its obligations and liabilities under these General Terms and Conditions of Sale.

ARTICLE 11 - Force Majeure 

For the purposes of these General Terms and Conditions of Sale, the term force majeure (hereinafter referred to as “Force Majeure”) shall have the meaning given to it in Article 1218, paragraph 1, of the French Civil Code.

The Parties agree that the following events shall be deemed to constitute cases of Force Majeure: the last-minute unavailability of the trainer for an unforeseeable reason beyond his or her control (illness, injury, serious family issues), any requirement imposed for the protection of public safety and public health, any act of public authority, internal strikes at the Service Provider’s site, as well as epidemics and pandemics.

The Party prevented from performing its obligations under the Services Agreement as a result of the occurrence of a Force Majeure event shall inform the other Party as soon as possible, by any means, confirmed by registered letter with acknowledgment of receipt within five (5) business days following the occurrence of such event, specifying the nature of the circumstances and, where possible, their estimated duration and the extent of the impediment.

Such Force Majeure event shall result in the suspension, for the prevented Party and/or any other Party directly affected by such event, of the obligations arising from the Services Agreement.

Accordingly, no Party shall be held liable for any delay or failure to perform all or part of its obligations where such delay or failure results from a case of Force Majeure.

The Party invoking the Force Majeure event shall:

  • use all reasonable efforts to limit and/or mitigate its consequences as far as possible in order to resume performance of the Services as soon as possible;
  • continue to perform any obligations not affected by the Force Majeure event;
  • inform the other Party or Parties in writing of the cessation of such event.

The obligations thus suspended shall be resumed as soon as the Force Majeure event has ceased, with the contractual deadlines being extended by a period equal to the duration of said event.

If the effects of the Force Majeure event persist for more than thirty (30) business days from its occurrence, the Parties shall consult with a view to determining the consequences to be given to the performance of the Services Agreement.

In the event of a Force Majeure event lasting more than thirty (30) consecutive days, the Party against whom the Force Majeure event is invoked may notify the other Party, by registered letter with acknowledgment of receipt, of the immediate termination of the Order, without any compensation being payable.

ARTICLE 12 Termination - Resolution 

12.1 DEFAULT BY A PARTY

In the event that one of the Parties fails to comply with the obligations arising from the Order, the other Party may terminate or resolve the Order automatically, after serving formal notice to remedy such failure by registered letter with acknowledgment of receipt, which remains without effect for thirty (30) business days following the date of its dispatch. Termination shall take effect upon expiry of the aforementioned period.

12.2 TERMINATION OR RESOLUTION WITHOUT PRIOR NOTICE

Termination or resolution by the Service Provider may occur automatically, without prior notice or formal demand and without payment of any compensation, and without prejudice to any claim for damages, given the particular seriousness of the situations or the risks they entail for the Service Provider, in the event of:

  • a material failure by the Client to comply with safety, logistics, health, hygiene or environmental protection rules;
  • failure to comply with the provisions of Articles 7, 8 and 15 of these General Terms and Conditions of Sale;
  • the filing for bankruptcy or the initiation of judicial reorganization or liquidation proceedings against the Client, or the appointment of a provisional administrator with respect to the Client, subject to mandatory public-order provisions.

In any event, where this Article is applied after the Services have been partially performed, the amounts due by the Client to Alliance4Training shall be calculated on a pro rata basis corresponding to the Services already performed as of the effective date of termination of the Order and/or Alliance4Training shall reimburse the Client for any amounts unduly received in respect of partial performance of the Services, in accordance with the provisions of Article L.6354-1 of the French Labor Code.

ARTICLE 13 - Liability Insurance 

As between the Parties, the liability of the Service Provider vis-à-vis the Client shall be limited to cases of gross negligence or willful misconduct.

Compensation for indirect and/or non-material damages is excluded, including in particular loss of production, loss of turnover and loss of profit.

Each Party shall thus bear sole responsibility for the consequences of any damage that may occur in connection with the performance and/or non-performance of the Order.

In order to give effect to the foregoing provisions, the Parties agree to take all necessary steps with their respective insurers to ensure that such insurers waive any rights of subrogation against either Party.

In the event that one Party fails to comply with this requirement, the defaulting Party shall bear all financial consequences resulting from such failure.

In any event, the Client acknowledges that the total and cumulative liability of the Service Provider is strictly limited to the amount corresponding to its share of the Services under the Order and that compensation for indirect and/or non-material losses, including in particular loss of production, loss of turnover and loss of profit, is excluded.

With respect to third parties, each Party shall bear sole responsibility for all direct or indirect financial consequences of any contractual, tort or other civil liability it may incur in connection with any bodily injury and/or material and/or non-material damage caused to third parties as a result of the performance and/or non-performance of the Order.

The Client undertakes to take out and maintain in force, at its own expense and for the entire duration of the Session, all insurance policies necessary to cover risks, liabilities, direct or indirect damage and illnesses likely to affect the participants, its personnel and its property, with insurance companies of recognized financial standing.

Alliance4Training undertakes to take out, at its own expense, and to maintain in force, the insurance policies necessary to cover risks likely to affect its personnel and its property in connection with the performance of the Services.

ARTICLE 14 - Personal Data 

Alliance4Training undertakes to comply with the regulations in force relating to the processing of personal data, and in particular with Regulation (EU) No. 2016/679 (the “GDPR”) (hereinafter referred to as the “Applicable Regulations”). Terms used in this Article shall have the meaning given to them in Article 4 of the GDPR.

Where Alliance4Training processes personal data (hereinafter referred to as “Personal data”) on behalf of the Client acting as data controller, Alliance4Training, acting as data processor, warrants that it provides sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing complies with the requirements of the Applicable Regulations and ensures the protection of the rights of data subjects.

It warrants in particular that it:

  • processes personal data only on documented instructions from the data controller, including for transfers of personal data to a third country or to an international organization, unless it is required to do so pursuant to Union law or the law of the Member State to which it is subject;
  • ensures that persons authorized to process personal data undertake to respect confidentiality or are subject to an appropriate statutory obligation of confidentiality;
  • takes all measures required pursuant to Article 32 of the GDPR and implements technical and organizational measures appropriate to the nature of the processing;
  • complies with the provisions of Article 28(3)(d) of the GDPR and ensures proper subcontracting conditions;
  • ensures that any subsequent sub-processor is subject to the same personal data protection obligations;
  • assists the data controller in responding to requests from data subjects;
  • assists the data controller in ensuring compliance with obligations relating to security, breach notifications, impact assessments and consultations.

Alliance4Training shall inform the data controller of any personal data breach without undue delay after becoming aware of it and shall take all necessary measures to remedy such breach as soon as possible.

In this respect, Alliance4Training shall:

  • keep the data controller informed as actions progress;
  • refrain from any communication regarding the incident unless instructed otherwise;
  • assist in mitigating consequences and preventing recurrence;
  • assist in compliance with supervisory authority obligations.
  • At the choice of the data controller, Alliance4Training shall delete all personal data or return it upon completion of the Services and destroy any copies unless retention is required by law.
  • Alliance4Training shall make available all information necessary to demonstrate compliance and enable audits by the data controller or mandated auditors.

Alliance4Training shall immediately inform the data controller if, in its opinion, an instruction constitutes a breach of the GDPR or applicable law.

Alliance4Training undertakes to inform the data controller of any request or inspection by a supervisory authority.

Alliance4Training undertakes not to transfer personal data outside the European Union without appropriate safeguards, unless authorized by the data controller.

Appropriate safeguards may include standard contractual clauses, binding corporate rules (BCRs), or approved certification mechanisms.

It is specified that, as of the date of signature of the Order, the data controller authorizes transfers to sub-processors listed in the Order or communicated in advance.

Notwithstanding the foregoing, Alliance4Training and its partners reserve the right to use personal data collected during the Services to provide information about training offers, in compliance with applicable regulations.

ARTICLE 15 - Anti-Bribery and International sanctions 

15.1 ANTI-BRIBERY

The Parties undertake to combat influence peddling and bribery in all its forms, whether public or private, active or passive, both vis-à-vis their suppliers or subcontractors and vis-à-vis their principals.

To this end, the Parties undertake to comply with French anti-bribery legislation, as well as with equivalent legislation applicable at the place of performance of the Order where such Order is performed in whole or in part outside France.

With respect to anything relating to the Order, the Parties represent and warrant that they have not given and that they will not give or offer to give, directly or indirectly, any sum of money or any other pecuniary or non-pecuniary advantage to any person whatsoever, for the purpose of obtaining the Order or facilitating its performance.

The Parties undertake to retain all accounting records and other supporting documents relating to payments made or received and expenses incurred by them in connection with the Order for the duration thereof and for at least ten (10) years from the expiration or termination date of the Order.

Each Party, or any third party appointed by it, shall have the right to audit such documents, subject to reasonable prior notice, in order to ensure proper compliance by the other Party with the provisions of this Article.

In the event of a breach of the provisions of this Article by one of the Parties, the other Party reserves the right to suspend the Order for a period not exceeding three (3) months and/or to terminate the Order automatically, without any formality, without prior notice and without recourse to the courts, at the sole discretion of such Party.

Termination shall take effect as from receipt, or first presentation, by the defaulting Party of the registered letter with acknowledgment of receipt sent by the other Party implementing the application of this clause.

15.2 INTERNATIONAL SANCTIONS

The Order shall be performed by the Parties in compliance with export control laws and international economic sanctions applicable to the Parties.

No Party shall be required to perform its obligations under the Order where such performance constitutes or may constitute a violation of, or be incompatible with, or expose such Party (hereinafter referred to as the “Affected Party”) to penalties under any laws or regulations applicable to the Parties relating to export controls and international economic sanctions.

If this is the case, the Affected Party shall, as soon as possible, notify the other Party in writing, by any written means, of its inability to perform the Order.

As soon as such notification has been given, the Affected Party may:

  • suspend performance of its affected contractual obligations until it is able to lawfully perform such obligations;
  • unilaterally terminate the Order where it cannot or will not be able to lawfully perform its obligations.

In the event of termination, the Order shall be terminated automatically, without prior notice and without recourse to the courts, upon the sending of a registered letter with acknowledgment of receipt to the other Party.

Termination shall take effect on the date specified in such letter. Such termination shall not give rise to any indemnity or financial compensation in favor of the non-affected Party in respect of the non-performance of the Order.

ARTICLE 16 - Governing Law and Competent courts 

These General Terms and Conditions of Sale shall be governed by French law.

Any dispute relating to the validity, performance or interpretation of these General Terms and Conditions of Sale, which has not been amicably resolved between the Parties within a period of one (1) month, shall be subject to the exclusive jurisdiction of the Commercial Court of Nanterre, including in the event of multiple defendants or third-party proceedings, for Services Clients, Inter Clients or Intra Clients.

In the event of a dispute with an Individual Client, the competent court shall be the Judicial Court of Nanterre.

ARTICLE 17 - Notices 

Any notice between the Parties relating to the application, interpretation or performance of the Order shall be made in writing, by means of a registered letter with acknowledgment of receipt, sent to the addresses specified in the Order.

Any change to the contact details specified in the Order shall be notified in writing to the other Party.

Unless otherwise provided in these General Terms and Conditions of Sale, any notice sent by registered letter with acknowledgment of receipt shall be deemed to have been given on the date of receipt or, failing that, on the date of first presentation as indicated by the postal services’ stamp.

ARTICLE 18 - Miscellaneous Provisions 

The Parties acknowledge that the Order constitutes the entire and sole agreement between the Parties with respect to the Services and supersedes all prior negotiations, representations, agreements and understandings between the Parties.

Any amendments to or additions to these terms, or any agreement supplementing the terms hereof, may only be entered into by means of a written document signed by duly authorized representatives of the Parties.

The failure by either Party to avail itself of the benefit of any provision of the Order shall not constitute a waiver of the benefit of such provision.

If one or more provisions hereof are held to be invalid under any applicable law, regulation or final court decision, such provisions shall be deemed unwritten. The remaining provisions shall remain in full force and effect and shall continue to produce all their effects.

ARTICLE 19 - Provisions relating to e-learning 

These clauses specific to e-learning services are intended to supplement the pre-existing clauses of these General Terms and Conditions of Sale.

Alliance4Training (A4T) undertakes to provide online training services via its LMS (Learning Management System) platform. The training courses available are detailed on the company’s website and may include interactive modules, videos, quizzes and other educational materials.

19.1 INTELLECTUAL PROPERTY

The training content made available via the LMS platform shall remain the exclusive property of A4T. Any reproduction, distribution or unauthorized use of such content is strictly prohibited.

The Client acknowledges that the intellectual property rights relating to the training content, including in particular texts, images, videos, graphics and other materials, belong to A4T.

The Client undertakes not to modify, adapt, translate or create derivative works based on the training content without the prior written consent of A4T.

19.2 PLATFORM AVAILABILITY

A4T undertakes to ensure availability of the LMS platform five (5) days per week, from Monday to Friday, from 8:00 a.m. to 5:00 p.m.

A4T shall use all reasonable means to ensure continuous access to the platform. However, A4T shall not be held liable for service interruptions resulting from scheduled maintenance operations, technical failures, platform updates, or events beyond its control such as natural disasters, cyberattacks or network failures.

19.3 PLATFORM ACCESS

The Client may rent a set of training modules (a package) for a defined period, as specified in the rental agreement.

Access to the modules is granted via personal login credentials provided by A4T. Such credentials are strictly personal and shall not, under any circumstances, be shared with third parties.

The Client shall be solely responsible for the security and confidentiality of its credentials. In the event of loss or theft of credentials, the Client shall immediately inform A4T so that such credentials may be deactivated and replaced.

19.4 TRAINEE REGISTRATION

Trainees shall be registered on the LMS platform once per month, or in accordance with a specific schedule defined prior to the performance of the Services, by means of an Excel file provided by the Client in accordance with a template defined by A4T.

The Client shall be responsible for providing, within the required timeframes, all information necessary for trainee registration.

The Excel file shall contain, for each trainee, the following information: last name, first name, email address, and any other information required by A4T.

A4T reserves the right to refuse trainee registration where the information provided is incomplete or inaccurate.

19.5 COMPLETION CERTIFICATES

A4T undertakes to issue completion certificates for each training module successfully completed by trainees.

Such certificates shall be issued on a monthly basis and shall be available for download via the LMS platform.

19.6 STATISTICAL REPORTS AND PERFORMANCE ANALYSES

Analytical reports may be made available on a case-by-case basis. The scope and content of such reports shall be defined with the Client prior to the performance of the Services.