General Terms and Conditions E-Learning B2B

6. LIABILITY

6.1. Technical Malfunction – In the event of a technical malfunction preventing access to the courses, the Provider will endeavor to resolve the issue as promptly as possible.

The Provider cannot be held liable for any potential damages, losses, or harm suffered by the Client as a result of these technical malfunctions.

6.2. Maintenance – The Provider reserves the right to temporarily interrupt access to the courses for maintenance purposes, without any compensation being owed to the Client.

6.3. Anomalies and Non-conformities – If anomalies or non-conformities are observed in the Training Content, the Provider will endeavor to rectify these issues within a reasonable time frame following notification by the Client.

The Provider cannot be held responsible for any indirect, consequential, or special damages arising from these anomalies or non-conformities.

6.4. Limitation of Liability – To the extent allowed by applicable law, the Provider limits its liability to €100, the total amount paid by the Client for the relevant course, or the lesser of these two amounts. Under no circumstances can the Provider be held liable for direct, indirect, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, lost business opportunities, business interruptions, or data loss.

6.5. Exclusion of Liability – The Provider disclaims all responsibility for errors, omissions, inaccuracies, or outdated content in the Training Content. The Provider also does not guarantee that the courses meet the Client’s specific needs. The Client uses the Training Content at their own risk.

6.6. Release from Liability – The Provider disclaims all liability in case of interruption, suspension, or termination of access to the courses for reasons beyond its control, such as force majeure or unforeseen circumstances.

6.7. Indemnification – The Client agrees to indemnify and hold harmless the Provider, its officers, employees, agents, and partners, against any claims, liabilities, costs, damages, and expenses arising from the use of the Training Content, in violation of these general terms or any applicable law.

6.8. Disclaimer – The courses are provided “as is” and the Provider disclaims any express or implied warranty, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and security. The Provider does not guarantee that the Training Content will be free from errors, viruses, or other harmful components.

7. FORCE MAJEURE AND UNFORESEEN CIRCUMSTANCES

7.1. Force Majeure – The Party affected by an Event of Force Majeure (“Affected Party”) shall not be deemed in breach of the Contract, or liable to the other Party due to a delay in performance or non-performance of any of its obligations, to the extent that this delay or non-performance is due to an Event of Force Majeure. The performance period of the hindered obligation shall be extended accordingly. An Event of Force Majeure cannot be invoked for obligations involving payment. The Event of Force Majeure correspondingly suspends the payment of the affected/hindered obligations. The Affected Party must, as soon as reasonably possible, notify the other Party in writing of the occurrence of an Event of Force Majeure, its start date, and the impact of this Event of Force Majeure on its ability to fulfill its obligations. Upon the cessation of the Event of Force Majeure, the Affected Party shall promptly notify the other Party of this cessation and resume the performance of the affected obligations. If an Event of Force Majeure persists for thirty (30) consecutive days or more, either Party may terminate the portion of the Contract related to the Affected Services on a date specified by it in a written termination notice to the other Party.

7.2. “Event of Force Majeure” refers to the occurrence of an act or event beyond the reasonable control of the Affected Party, making the performance of the Contract by the Affected Party impossible or excessively challenging or unreasonably costly concerning the Contract. This includes, without limitation and besides cases usually recognized by applicable law or jurisprudence: (i) explosions, fires, floods, earthquakes, catastrophic weather conditions, illnesses, epidemics, and pandemics, including Covid-19 or monkeypox, or natural disasters; (ii) acts of war (declared or not), acts of terrorism, insurrections, riots, civil disturbances, rebellions, or sabotage; (iii) acts from local, regional, national, foreign, or international authorities or jurisdictions, situations of a state of emergency, or changes in legislation; (iv) social conflicts, lock-outs, strikes, or other national-level organized claims; and (v) failures or fluctuations of electric power or telecommunications services or equipment or other essential infrastructures, expropriation, deprivation, or destruction, wholly or partially, of equipment or properties necessary for executing the Services (such as cables) not resulting from a maintenance failure.

7.3. Unforeseen Circumstances – In the event of unforeseen and/or unpredictable circumstances at the time of concluding the Contract, making the execution of the Provider’s obligations significantly and excessively more burdensome, the Provider has the right, at any time, to request a revision of the impacted parts of the Contract. These circumstances must not be attributable to the Provider, and the Provider must not have agreed to assume the risk under the Contract. During the renegotiation period, the Parties continue to fulfill their obligations. If, after a period of one (1) month from the revision request, the Parties are unable to agree on such a revision, either Party can escalate such discussion as provided by the dispute resolution procedure. If the Parties fail to reach an agreement, the Provider may, with a written notice of thirty (30) days, terminate the impacted parts of the Contract without compensation, costs, or expenses owed to the Client. This clause could notably apply, but is not limited to, due to a price increase of raw materials (including energy, …). To avoid any doubt, the Client cannot oppose the Provider’s right to invoke this clause by arguing that the Parties were aware, at the time of concluding the Contract, of an event affecting the producing countries of said raw materials.

8. INTELLECTUAL PROPERTY

8.1. Ownership – The Provider retains all intellectual property rights pertaining to the e-learning courses, which encompass, but are not limited to, videos, texts, images, documents, educational tools, and other related materials (collectively referred to as “Training Content”). The Client acknowledges and agrees that these intellectual property rights, related to the Training Content, remain the sole and exclusive property of the Provider and are safeguarded by local, national, and international laws and treaties.

8.2. Restrictions – The Client is granted a non-exclusive, non-transferable license to access and use the Training Content solely for personal and non-commercial purposes. It is strictly prohibited for the Client to reproduce, distribute, modify, display, publicize, or create derivative works from the Training Content without obtaining prior written consent from the Provider.

8.3. Unauthorized Use – Any unauthorized use, reproduction, or distribution of the Training Content may result in immediate termination of the Client’s access to the courses and may subject the Client to legal actions for infringement of the Provider’s intellectual property rights.

8.4. Feedback – Should the Client provide feedback, suggestions, or recommendations regarding the Training Content or the e-learning platform (collectively referred to as “Feedback”), the Provider has the unrestricted right to use, incorporate, or act upon such Feedback without any obligation to compensate the Client.

8.5. No Transfer – Except as expressly provided in this Contract, no part of the Training Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior written permission of the Provider and the appropriate copyright owner.

9. TERMINATION

9.1. Breach – Either Party may terminate this Contract upon written notice if the other Party breaches any material provision of this Contract and fails to cure such breach within thirty (30) days from the receipt of the notice.

9.2. Insolvency – Either Party may terminate this Contract immediately upon written notice if the other Party becomes insolvent, declares bankruptcy, or undergoes any other form of financial dissolution.

9.3. Consequences of Termination – Upon termination or expiration of this Contract for any reason, the Client’s right to access and use the Training Content shall immediately cease. Any provisions of this Contract that, by their nature, should survive termination or expiration, will continue in effect post-termination or post-expiration.

10. CONFIDENTIALITY

10.1. Obligation – Both Parties agree to maintain the confidentiality of all proprietary or confidential information received from the other Party, both during and after the term of this Contract, and to only use said information for purposes expressly stipulated in this Contract.

10.2. Exceptions – The obligation of confidentiality does not apply to information that is publicly available, already known to the receiving Party prior to disclosure, or independently developed by the receiving Party without reference to the disclosing Party’s confidential information.

11. MISCELLANEOUS

11.1. Entire Agreement – This Contract constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior and contemporaneous communications.

11.2. Amendments – Any changes or modifications to this Contract must be in writing and signed by both Parties.

11.3. Waiver – The failure of either Party to enforce any provision of this Contract shall not be construed as a waiver of that provision or the right to enforce it at a later time.

11.4. Severability – If any provision of this Contract is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Contract will otherwise remain in full force and effect.

11.5. Governing Law – This Contract shall be governed by and construed in accordance with the laws of [Specify Jurisdiction], without regard to its conflict of law provisions.

11.6. Dispute Resolution – Any disputes arising out of or in connection with this Contract will be resolved through [Specify Method, e.g., “binding arbitration” or “litigation in the courts of [Specify Jurisdiction]”].

(Note: The “[Specify Jurisdiction]” and “[Specify Method]” placeholders are for the actual jurisdiction or method to be inserted as appropriate to the context.)