These general terms and conditions of sale and service (hereafter the “GTCs”) apply to all agreements, arrangements or contracts formed between the Client and the Service Provider in connection with the provision of the services hereinafter described. 

1 - LEGAL INFORMATION AND DEFINITIONS 
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1.1 Terms of use 
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The following services include the provision of intensive computer science training for businesses, marketed and operated by Le Wagon For Business SAS (hereinafter referred to as the "Training Organization") and access to the dedicated training and/or skills assessment platform, as appropriate, managed by La Loco SAS, registered with the Paris Trade and Companies Register under number 810 930 123, with Boris Paillard as the Site's Publishing Director. The Training Organization operates under a license granted for the use of the Site and educational content held by La Loco SAS, which authorizes it to sell and provide the services. If you have any questions, please contact the Training Organization at the following address: legal-forbusiness@lewagon.org. 

1.2 Definition

‍Affiliate: means any legal entity which, directly or indirectly, controls, is controlled by or is under common control with one of the Parties within the meaning of article L.233-3 of the French Commercial Code (where applicable). 
‍Client: refers to the Party who engages the Services provided by the Training Organization as part of its commercial, industrial, craft, liberal or agricultural activity and/or, where applicable, its designated Affiliates. 
‍General Terms and Conditions or GTCs : have the meaning given to them in the preamble hereto. 
‍Contract : means all written agreements between the Parties (e.g. purchase order), duly signed by them OR validated by written exchange, formalizing the sale and performance of the Services and to which the present General Terms and Conditions are intended to apply. 
‍Effective Date: means the date on which the Contract is signed by both Parties OR the date of the Client's written approval of the Service Provider's proposal describing the Services offered and the associated prices. 
‍Personal Data : corresponds to the definition given in article 8 of the GTCs.
‍Restricted Supplier : means any company, corporation or individual that is or has been, at any time during the 12 months prior to the Contract, a supplier of goods or services to the Service Provider or any of its Affiliates.
‍Confidential Information: refers to, but is not limited to, all information and data of any kind, including technical, commercial, strategic, financial, economic, scientific, accounting, or any plan, study, prototype, material, audit, experimental data, tests, drawings, representations graphics, specifications, know-how, experience, software and programs, regardless of form, medium or means, including without limitation, oral, written or fixed communications on any medium whatsoever, disclosed by or on behalf of the Disclosing Party to the Receiving Party (as hereinafter defined), in connection with the performance of the Services.On the other hand, the definition of Confidential Information does not include information or data for which the Receiving Party can prove : - That they have been made available to the public without breach of confidentiality; or - That the Receiving Party already had knowledge or possession of such information prior to its disclosure by the other Party, such knowledge or possession being evidenced in writing by the Receiving Party; or - They have been or are legitimately disclosed by a third party to the Receiving Party, without violation of any disclosure restriction and in particular without violation of the GTCs and/or the Contract; or - have been excluded from the scope of Confidential Information by written agreement between the Parties. 
‍Personal data protection laws: as defined in article 8 of the GTCs. 
‍Training Organization : refers to the Party that performs and undertakes to provide the Services specified in the Contract.
‍Participants : refers to the natural person(s) employed by the Client and designated by the Client to take part in the training provided by the Training Organization as part of the Services.
‍Party : may refer either to the Client or to the Training Organization, or, depending on the circumstances, to the Service Provider. When used in the plural, "Parties" encompasses all the entities concerned, thus underlining their collective commitment to the Contract defined by these General Terms and Conditions.
‍Recipient Party: means the Party receiving the Confidential Information from the other Party. Insofar as the Client remains by operation of law responsible for actions of the Participant, the term Recipient Party may refer to either the Client or the Participant. In other words, when the Participant, it is deemed to have been transmitted to the Client (i.e. not to a third party to the Contract) and therefore remains confidential. 
‍Disclosing Party: means the Party disclosing Confidential Information to another Party. Symmetrically to the previous definition, the term Disclosing Party may refer either to the Client or the Participant, as the case may be. 
‍Service Provider: means either the Training Organization or La Loco S.A.S., which owns the Site and the intellectual property rights on the pedagogical content.
‍Intellectual Property: refers to all technical and/or scientific information and knowledge, and in particular to training media and pedagogical content (including reports, media and pedagogical content, programs, manuals, tapes or magnetic disks, lists), know-how, trade secrets, data, materials, software (including all source codes, object codes and associated documentation), files, plans, models, drawings, formulas and/or any other type of information, already the subject OR being likely to be the subject of an intellectual property right, in any form whatsoever, whether patentable or not, belonging to a Party. 
‍Representative: means any director, employee, agent, or counsel of either Party.
‍Results: means all information, all intellectual property rights and all documents formalizing them, specifically relating to elements produced directly by the Participants (other than those produced by the Training Organization's trainers themselves and/or any content and know-how relating to the Service Provider's training courses) in the context of and following their participation in the training program and the exercises submitted to them during and at the end of the training, such as the results of data analysis and quizzes. 
‍Services: refers to the services provided by the Service Provider, including access to the Site, and which may be detailed in the Contract. 
‍Training Session: means a training session, the dates of which are specified in the Contract, and in which the Participants take part. 
‍Site: refers to the dedicated training and/or skills assessment platform, where applicable, published by La Loco S.A.S. and used to support the performance of the Services. 

‍2 - GENERAL PROVISIONS 

2.1 PURPOSE 

The purpose of these General Terms and Conditions is to define the terms and conditions applicable to the Services provided by the Training Organization to the Client(s). 

2.2 INFORMATION 

As part of the Service Provider's duty to provide information and advice, the Services have been presented in detail to the Client. Consequently, the Client acknowledges and declares: 
- That they had the time to consult the documentation sent to them and have understood the presentation of the Services made to them so that they commit themselves in full knowledge of the facts; 
- That they have taken the necessary time and have the skills required to appreciate the relevance of the supply of Services in accordance with its needs. 

The Services are presented in particular (i) in the brochure sent to the Client by the Training Organization by any means to the Client and/or (ii) on the website accessible here: https://business.lewagon.com/. The Services presented on the website are described with their essential characteristics. The photographs illustrating the Services do not constitute a contractual document. The Services comply with the provisions of current French law. The Client acknowledges that the degree of pre contractual information provided by the Service Provider is limited to the Service Provider's knowledge of the Client's projects and requirements as stated by the Client and within the limits of the Client's IT infrastructure. Having ascertained that the Services offered by the Service Provider meet the Client's needs and constraints, the Client has decided to enter into a Contract subject to these GTCs. 

‍3 - SERVICE ORGANIZATION 

3.1. SITE ACCESS 

Unless otherwise stipulated in the Contract, Participants will have access to the Site for the duration of the Training Session and for at least two (2) years after the end thereof. 

a) Create a Participant account 

As part of the Services, the Service Provider creates an account for each Participant on the Site. To access the account, the Participant must identify themselves using their secret, personal and confidential login and password. The Participant is prohibited from disclosing them. The Service Provider may not be held liable in the event of fraudulent access to the Site. In such a case, the Participant and/or the Client must inform the Service Provider without delay. The Client is solely responsible for the tools and equipment required to enable smooth and secure access to the Site by the Participant. Any related costs shall be borne by the Client. 

b) Commitments 

At the time of registration, the Client undertakes that the Participant: 
- provides real, accurate and up-to-date information at the time it is entered in the registration form; 
- update this information if it changes; 
- does not make available and/or distribute illicit or reprehensible information (such as defamatory information or information constituting identity theft) or harmful information (such as computer viruses). 

If this is not the case, the Service Provider may suspend or terminate the Client's and/or Participant's access to the Site at its sole discretion. In general, the Client undertakes to ensure that the Participant respects the General Terms and Conditions Terms and Conditions of Use, which are listed here: https://kitt.lewagon.com/terms_of_use or https://learn.lewagon.com/terms_of_use 

3.2. FOLLOW-UP 

The Training Organization and the Client each designate one or more privileged contact(s) to communicate with each other and ensure the follow-up of a Training Session. 

Follow-up is ensured by a meeting which may be organized at the initiative of either of the Parties, at a time and place to be defined by mutual agreement. The said meeting may be held by videoconference or by any other appropriate means for holding remote meetings. During a follow-up meeting, the training Organization may provide the Client with feedback from the Participants and, where applicable, the Results obtained within the framework of the Services. 

3.3. INTERVENTIONS ON CLIENT PREMISES 

If part of the Training Session is held on the Client's premises: 
- the Training Organization will inform the Client of the name(s) of the person(s) who will visit the Client's premises. 
- The Client will not send comments directly to the Training Organization's staff working on its premises, but to the privileged contact it has designated (Cf. previous article). 
- The Client will provide the Training Organization's staff with the premises and technical equipment required to carry out the Service. 
- The Training Organization's staff must comply with all health and safety measures, internal regulations in force on the site, and the provisions of the charter for the use of computer systems, communicated in advance by the Client to the Training Organization. Unless otherwise agreed by the Parties, Training Sessions will take place during working hours shared by the Training Organization and the Client. 

3.4 SUBCONTRACTING 

The Service Provider may subcontract part of the Services to a third party. In the event of subcontracting, the Service Provider will impose on its subcontractor obligations that are at least as strict as those set out in these General Terms and Conditions, particularly with regard to confidentiality and intellectual property. In any event, the Service Provider will monitor the performance of the Services by its subcontractors and their compliance with these General Terms and Conditions. 

3.5. HYPERTEXT LINKS 

The hypertext links available on the Site may lead to third-party sites not published by the Service Provider. They are provided solely for the Client's convenience, in order to facilitate use of the resources available on the Internet. If the Client or Participant uses these links, they will leave the Site and agree to use the third-party sites at their own risk or, where applicable, in accordance with the conditions governing them. 

The Client acknowledges that the Service Provider neither controls nor contributes in any way to the development of the terms of use and/or content applying to or appearing on such third-party sites. Consequently, the Service Provider may not be held liable in any way whatsoever for such hypertext links. In addition, the Client acknowledges that the Service Provider does not endorse, guarantee or take over all or part of the terms of use and/or content of such third-party sites. The Site may also contain promotional hypertext links and/or advertising banners to third party sites not published by the Service Provider. The Client undertakes to inform the Service Provider of any hypertext link present on the Site which may lead to a third-party site containing content contrary to the law and/or morality. The Client may not use and/or insert any hypertext link to the Site without the prior written consent of the Service Provider on a case-by case basis. 

‍4 - DURATION 

4.1. CONTRACT DURATION 

The Contract shall take effect from its Effective Date and shall terminate on the date of completion of the Services as specified in the Contract. Clauses of the Contract or of the GTCs which, by their purpose, are intended to continue beyond the end of the Contract, shall survive its termination for a period of at least two years (2) years after the end of the Contract. 

4.2. WITHDRAWAL 

Provided that the Client meets the conditions set out in Article L221-3 of the French Consumer Code, the Client may be entitled to a right of withdrawal. In this case, the Client may notify the Service Provider, by registered letter with acknowledgement of receipt, of his wish to exercise his right of withdrawal within fourteen (14) days of the Effective Date. 

4.3 POSTPONEMENT AND CANCELLATION 

a) At the Client’s initiative 

The Client may freely cancel or postpone a Training Session initially scheduled in the Contract, subject to payment of the following cancellation or postponement fees. 

‍In case of cancellation :

Notice period before the start of the Training Session : More 4 weeks
Deferral fees to be billed (in % of the canceled Training Session price) : 0%

Notice period before the start of the Training Session : Between 4 and 2 weeks
Deferral fees to be billed (in % of the canceled Training Session price) : 50%

Notice period before the start of the Training Session : Less than 2 weeks
Deferral fees to be billed (in % of the canceled Training Session price) : 100%

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‍In the event of a postponement of the Training Session where possible : 

Notice period before the start of the Training Session : More 4 weeks
Deferral fees to be billed (in % of the canceled Training Session price) : 0%

Notice period before the start of the Training Session : Between 4 and 2 weeks
Deferral fees to be billed (in % of the canceled Training Session price) : 10%

Notice period before the start of the Training Session : Less than 2 weeks
Deferral fees to be billed (in % of the canceled Training Session price) : 100%

In the event of cancellation or postponement of a Training Session, any additional non-refundable costs or expenses incurred by the Training Organization, such as non-refundable airfare, non-refundable / non-modifiable hotel reservation fees will be billed to the Client by the Training Organization. Cancellation or postponement fees will be invoiced on the initial start date of the canceled or postponed Training Session, and are payable within 30 days of the invoice date. Any postponement fees not paid on time will result in cancellation of the session and application of the corresponding fees.

Any Training Session whose start date is postponed by the Client (i) more than once or (ii) more than three (3) months from the start date of the Training Session initially scheduled in the Contract will be considered as canceled and the corresponding cancellation fees will be invoiced.

It is understood between the Parties that any absence or abandonment by a Participant during a Training Session will result in the invoicing of the entire cost related to the Participant of the said Training Session as a forfeit.In accordance with article L.6354-1 of the French Labour Code, all sums paid as forfeiture cannot be attributed to the company's obligation to participate in continuing professional training, or from the individual right to training, and cannot be reimbursed or covered by the competent bodies.
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b) At the Service Provider's initiative

In the following cases, and when the Training Organization has been informed of this after the Effective Date of the Contract, the latter reserves the right, without any liability whatsoever, to suspend one or more Training Sessions and to postpone them to a later date as soon as this is made possible:

- In the event of the absence of one or more trainers involved in the Training Session AND when the Training Organization, despite its best efforts, has been unable to find a replacement with equivalent technical skills and qualifications;
- In the event of Force Majeure, as referred to in article 1218 of the French Civil Code. By extension, the following are also considered to be Force Majeure: strikes on transport networks (e.g. the SNCF or RATP network, airlines, etc.), strikes by the Training Organization's staff, and the unforeseeable absence of the trainer.
- If performance of the Services on the initially scheduled date suddenly becomes impossible or economically perilous due to an event beyond the Training Organization's control; In the cases mentioned above, if the Training Organization reasonably considers that postponing a Training Session would also be manifestly impossible or economically perilous for the latter, the Training Organization may then cancel the said Training Session outright. The Training Organization will inform the Client in writing, who may choose between :
- a credit note for use on other Training Sessions OR
- reimbursement of the amounts contractually paid by the Client for the relevant Training Session.

4.4 EARLY TERMINATION

Without prejudice to clause 4.3 above, if a Party fails to comply with any of its obligations under the Contract or these GTCs for any reason other than Force Majeure, the other Party may terminate the Contract by operation of law after sending formal notice by registered letter with acknowledgement of receipt to the defaulting Party. Termination takes effect if the default has not been remedied within thirty (30) days of the defaulting Party sending formal notice.

5 - PAYMENT

5.1 GENERAL

a) Obligation to pay
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The Client expressly acknowledges that the conclusion of the Contract automatically obliges him to pay the contractually agreed price. The Client is hereby informed that the Service will only be made available once the Contract has been concluded.

b) Price
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The prices of the Services and the delivery of any Results are indicated in the corresponding Contract. All prices are exclusive of VAT and any other taxes, duties or services payable by the Client in application of the regulations in force on the date of issue of the Service Provider's invoice, which shall remain the sole responsibility of the Client. Unless otherwise stipulated in the Contract, the price of the Services is quoted in euros (€). Any bank charges and exchange fees will be borne by the Client.

5.2. TERMS AND CONDITIONS

a) Billing
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The Training Organization issues the invoice(s) according to the following schedule:
- For any Training Session lasting less than or equal to five (5) full days, i.e. forty (40) hours of training, the Training Organization will invoice the full price of the Training Session on the Effective Date.
- For all Training Sessions lasting more than five (5) full days, i.e. forty (40) hours of training, the Training Organization will issue a deposit invoice for 50% of the total price specified in the Contract on the Effective Date. The balance will be invoiced on the first day of the Training Session.
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Unless otherwise stipulated in the Contract, all payments must be made in full at the latest within thirty (30) days of the issue of the associated invoice.
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b) Bank details
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When the Contract is concluded, the Service Provider will communicate the details of the account to which the transfer is to be made, as well as the order reference to be indicated in the transfer notice.
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Otherwise, payments by bank transfer are made to the Qonto account opened in the name of "Le Wagon For Business". References : Bank code : 16958 ; Counter code : 00001 ; Account number : 12087113222 ; RIB key : 45 ; BIC : QNTOFRP1XXX

5.3. ANCILLARY EXPENSES 

a) Reimbursement of expenses 

Unless otherwise agreed by the Parties, all expenses reasonably incurred by the Service Provider in connection with the Services (e.g. travel, accommodation and catering expenses) shall be reimbursed to the Service Provider by the Client. The Service Provider undertakes to use its best efforts to provide the Client with an a priori estimate of the amount of such expenses. The Parties may agree in the Contract on an upper limit not to be exceeded. 

b) Service Adjustment 

The Service Provider may not make any substantial correction or modification to the Services that would require an additional budget without the Client's prior written consent. 

5.4. DELAYS

a) Interests 

In the event of late payment, and unless otherwise agreed in advance in writing by the Service Provider, the Client shall also be liable by operation of law to pay late payment interest corresponding to (3) times the prevailing legal interest rate, AND a minimum fixed indemnity of forty (40) euros, without prejudice to any claim for damages against the Client. 

b) Exclusion 

Any late payment may, at the sole discretion of the Training Organization, lead to the temporary or permanent exclusion of the Participant. 

‍6 - OBLIGATIONS 

6.1. GENERAL 

a) Obligations of the Training Organization 
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The Training Organization undertakes to: 
- perform its contractual obligations to the best of its professional ability; 
- set up a qualified project team to meet the requirements of the Services in terms of technicality, quality, costs and deadlines; 
- maintain the stability of the project team dedicated to Services ; 
- control the availability of the Services and warn the Client in good time of any difficulties in the execution of the Services of which he may become aware; 

More generally, to comply with the terms of the Contract and these GTCs. Unless otherwise expressly stipulated, the commitments of the Service Provider in this article and listed above are deemed to be purely commitments of means. 

b) Client obligations 

The Client undertakes to: 
- use the Services in accordance with its professional needs and not for illicit, prohibited and/or illegal purposes, to harm third parties or a Party or under conditions not provided for in the Contract and, more generally, not to disrupt the proper functioning of the Services; 
- to inform the Service Provider no later than three (3) working weeks before the start date of the Training Session of the number and names of the Participants in the Training Session.
- More generally, to comply with the terms of the Contract and these GTCs; 

6.2. PRIVACY 

a) Obligations of the Receiving Party 
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The Receiving Party undertakes to : 
- Confidential Information is protected and kept strictly confidential, so that it shall not be disclosed, published, communicated or likely to be communicated, either directly or indirectly, to any third party other than its Affiliates or Representatives. 
- Disclose Confidential Information only to Representatives, successors, Affiliates or assignees of the Receiving Party who have a reasonable need to know for the purpose of within the framework of the performance of the Services, and who are duly bound by an obligation of confidentiality no less restrictive than that set out in these GTCs. 
- Take all necessary measures to ensure that all Representatives and Affiliates of each Party undertake to respect the confidentiality obligations contained in the GTCs. Each Party shall ensure that its Affiliates and Representatives comply with the GTCs as if they were parties thereto, and shall be liable for any breach thereof. 
- Do NOT use the Disclosing Party's Confidential Information, in whole or in part, for any purpose other than that defined in the Services, without the prior written consent of the Disclosing Party. 
- Confidential Information shall not be copied, reproduced or duplicated, in whole or in part, without the express prior written consent of the Disclosing Party, unless this is reasonably necessary for the performance of the Services. 

b) Exceptions 

However, this Article shall not prevent the Parties from making a disclosure required by applicable law or pursuant to a court order if: 
- without violating any legal or regulatory requirement, a Party notifies the other Party of the disclosure obligation and its nature, and 
- It shall cooperate with the other Party in attempting to oppose, mitigate or obtain confidential treatment of the requested disclosure, to the extent reasonably practicable. 

This obligation of confidentiality applies for the duration of the Contract and remains in force for a period of two (2) years following the end of the Contract, whatever the cause. Nothing in this Article shall be deemed to grant to the other Party any license or privilege whatsoever with respect to the use of the Confidential Information. In the event of termination of the Contract for any reason, and if requested by the Disclosing Party, each Party shall promptly return or destroy (and certify the destruction of) all Confidential Information provided to it and all copies thereof. 

6.3 - CONFLICTS OF INTEREST 

The Client warrants that no conflict of interest exists or is anticipated in the performance of the Services. Should such a conflict arise, the Client undertakes to inform the Service Provider immediately.

The Service Provider will decide, at its sole discretion, whether or not the Client may continue to benefit from the Services in question, and may terminate them if necessary. 

6.4 - NON-SOLICITATION 

In order to protect the legitimate business interests of the Service Provider and each of the Service Provider's Affiliates, the Client undertakes to the Service Provider, on its own behalf and on behalf of its Affiliates or Participants, not to solicit, attract, attempt to attract, or enter into any business relationship with any Restricted Supplier, if doing so could reasonably result in such Restricted Supplier ceasing or reducing its supply of goods or services to the Service Provider or any of its Affiliates, or adversely altering the conditions under which it conducts business with the Service Provider or any of its Affiliates. 

The Client is bound by the undertaking set forth in this Article for the period extending from one of the following two dates at the latest: (i) one (1) year after the end of the Contract OR (ii) one (1) year after the end of the Services. 

‍7 - INTELLECTUAL PROPERTY RIGHTS

7.1 - GENERAL 

Each Party is deemed to be or to remain the owner of: (i) any Intellectual Property held by it prior to the signing of the Contract; (ii) any creation of Intellectual Property made directly by this Party in the performance of the Services; (iii) any creation of Intellectual Property made independently and outside the framework of the Services; (iv) any existing Intellectual Property that has been modified or improved by the other Party. In particular, the Service Provider is deemed at all times to be and to remain the owner of all intellectual property rights relating to the training materials and pedagogical content provided as part of the Services. Subject to the provisions of the present General Terms and Conditions, the Contract does not entail any transfer of rights to the Intellectual Property of either Party.

In general, these General Terms and Conditions may under no circumstances be interpreted as conferring any express or implicit right (including, without limitation, any right of access, use and/or exploitation by virtue of a license or by any other means) over the Intellectual Property of the other Party. 

7.2 LICENSE 

Notwithstanding the foregoing, the Client agrees to grant the Service Provider a free license to use the Client's Intellectual Property for the duration of the Contract, where such Intellectual Property is necessary for the performance of the Services. Accordingly, the Service Provider undertakes to use, for the performance of the Services, only : 
a) Elements that have fallen into the public domain and are therefore freely exploitable by the Client and reproducible without limitation by anyone else; or. 
b) Intellectual Property of which the Service Provider has full ownership or free use;
or c) Intellectual Property belonging to the Client and made available by the Service Provider in connection with the performance of the Services. 

In addition, the Service Provider grants the Participant a non-transferable license to use the Site and its pedagogical content for the sole purpose and duration of the performance of the Services. 

7.3 - RESULTS 

The Client, or the Participant where applicable, holds the material and intellectual property rights to the Results. Whenever possible, the Client shall obtain from the Participants a signed agreement for the assignment of their copyrights on the Results in order to be able to fully enjoy the intellectual property rights. 

7.4 - REFERENCES 

The Client authorizes the Service Provider to mention its name, brand and logo as a reference in its communication media, such as brochures, websites, sales proposals, press releases, internal communication, etc. Consequently, the Client grants the Service Provider a free, non-exclusive license to use the Client's trademarks, logos, company name and trade name for the purpose of public referencing of its Clients. 

‍8 - PROTECTION OF PERSONAL DATA AND IMAGE 

8.1 - PERSONAL DATA

In the context of their contractual relationship, the Parties hereby undertake to comply with the regulations in force applying to the processing of personal data and in particular Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR), hereinafter referred to as "the personal data protection laws". The aforementioned Personal Data will be processed in accordance with the provisions of the laws on the protection of Personal Data and will only be passed on to subcontractors insofar as this may be necessary for the aforementioned purposes of such processing. The Service Provider undertakes to implement technical and organizational measures to guarantee an adequate level of security to protect the confidentiality of data. By providing Personal Data or entering into an agreement with the Service Provider, the Client consents to the collection and use of Participants' Personal Data as described in this section. 

8.2 - OUTSOURCING

The Client acts as data controller, and the Service Provider acts on behalf of the Client solely as processor for the processing operations described in this article 8. The Service Provider collects and processes the identity and contact information of Participants that it receives from the Client, such as surname, first name, e-mail address, login, password on the Service Provider's Site and feedback from Participants on the Services (hereinafter the "Personal Data") for the performance of the Services. The purposes of this processing are the performance of the Contract, Client management and accounting. The legal grounds are the performance of a contract, the consent of the Participant, compliance with legal and regulatory obligations and/or the legitimate interest of the Service Provider. The Client is responsible for the accuracy and currency of the Personal Data providedto the Service Provider. Any anonymized data may be kept by the Service Provider at least for statistical The Service Provider may subcontract part of the processing of Personal Data, in particular to the following subcontractors: - Slack - Gmail - Microsoft Teams The Client expressly accepts the subcontracting of the activities listed in this clause. 

Where applicable, the Service Provider undertakes to notify the Client promptly of any request from a Participant concerning his/her rights in respect of their Personal Data and to provide all necessary assistance to the Client to facilitate the response to these requests. The Service Provider will notify the Client of any breach of Personal Data of which it becomes aware. The Service Provider will cooperate to enable the Client to notify the Personal Data breach to any competent supervisory authority in accordance with the laws on the protection of Personal Data. Where applicable, once the Services have expired, this Article shall continue to apply to all Personal Data required by participants to access the Service Provider's Site. Other Personal Data will, at the Client's option, either be destroyed or returned within an appropriate period of time, but no later than two (2) months after the expiration or termination of the Contract. The Client's choice regarding the processing of such Personal Data upon expiration must be expressed in writing prior to termination of the Contract. purposes. 

8.3 - DATA CONTROLLER 

The Service Provider acts as data controller in the collection of personal contact information from the Client's employees. The purpose of the processing is to draw up contracts and to maintain a commercial relationship. The legal basis is the contract. 

The Service Provider also acts as a data controller if it collects the image of Participants by taking photos or videos of Participants during the Training Session, with the Participant's prior consent. The purpose of the processing is for marketing purposes (such as creating a flyer to sell Le Wagon's services). The legal basis is the Participant's consent and the contract. The Service Provider is also responsible for processing experience feedback of training participants with their prior consent. The purpose of the processing is for marketing purposes (such as the creation of a flyer to sell Le Wagon's services). The legal basis is the Participant's consent and the contract. 

However, in the latter two cases, the Participant's consent may be withdrawn at any time if the Client or Participant sends an e-mail to privacy@lewagon.org. The Service Provider will then remove the photograph, video or content concerned, although this may not apply to content already published, depending on the medium. These Personal Data will be kept for the duration of the documents signed by the Participant or until they are withdrawn. The Service Provider undertakes to inform Participants about the processing and rights of individuals with regard to Personal Data.

In the event of termination of the Contract, this article shall continue to apply to all Personal Data relating to the contact details of the Client's employees who enabled the contractual negotiation during the relevant legal period in order to negotiate another contract with the Client. 

8.4 - IMAGE RIGHTS 

As part of the Training Sessions, Participants may be photographed or filmed. These photographs and videos may be used for the purposes of the Services during the Contract. The Service Provider may also request the Participants' consent to assign their image rights relating to these photographs or videos to the Service Provider and its Affiliates for marketing purposes, for worldwide use, by all means and on all media, for an indefinite period. However, the Participant's consent may be withdrawn at any time if the Client or Participant sends an e-mail to privacy@lewagon.org.

The Service Provider will then withdraw the photograph or video concerned, it being specified that this withdrawal may not apply to content already published, depending on the distribution medium. Any voluntary deposit of a photograph or video on the Site by a Participant implies authorization of use and communication of the latter for the benefit of the Service Provider as governed by the Site's General Conditions of Use available at the following address and accepted by the Participant: https://learn.lewagon.com/terms_of_use. 

‍9 - RESPONSIBILITY 

9.1 - OF THE CLIENT 

The Client shall be solely liable for any action or damage caused by the Participant. If necessary, and in the absence of an amicable solution found within a reasonable time, the Service Provider may hold the Client liable to obtain compensation for the damage caused by the Participant. 

9.2 - OF THE SERVICE PROVIDER 

The Service Provider may not be held liable for non-performance of the Contract due to the Client, Force Majeure or a third party. In addition, performance of the Services may be temporarily interrupted due to maintenance, updates or technical improvements, or to changes in content and/or presentation. The Service Provider may not be held liable for any use of the Site and its Services by Clients or Participants in breach of these General Terms and Conditions, nor for any direct or indirect damage that such use may cause to a third party. In the event that the Service Provider is held liable as a result of a breach of these GTCs, the Client agrees to indemnify the Service Provider against any judgment against it and, at the Service Provider's first request, to pay all costs that the Service Provider may incur in defending itself, in particular legal fees. The Parties understand and agree that the total amount of damages that the Service Provider may be required to pay to the Client (all causes combined) is limited to the amount paid by the Client to the Service Provider for the provision of the Services. 

9.3 - INSURANCE 

The Service Provider declares that it holds an insurance policy covering its general and professional civil liability and will provide the Client, on request, with an insurance certificate guaranteeing the pecuniary consequences of the civil liability that it may incur as a result of damage of any kind caused by it and/or one of its subcontractors to the Client during the performance of the Contract from the start of the Services. The Service Provider undertakes to maintain this insurance throughout the duration of the Contract. 

‍10 - CONTRACTUAL DOCUMENTS

10.1. OPPOSABILITY 

The General Terms and Conditions are made available to Clients on the website (https://business.lewagon.com/) and/or may be sent to them when the first Contract is sent to a new Client, or on request. The Client acknowledges that he has read and accepted these GTCs in their entirety by validating the Contract. Beyond this, the mere execution of the Services implies that the Client has necessarily adhered unreservedly to the present GTCs. The Service Provider reserves the right to unilaterally modify these General Terms and Conditions. These modifications will be enforceable against the Client once they have been published by any means whatsoever. The Client will be notified of any substantial changes to the General Terms and Conditions thirty (30) calendar days before they take effect. In the event of rejection of the new General Terms and Conditions, AND in the absence of written agreement from the Service Provider authorizing the non-enforceability of the previous General Terms and Conditions, the Client shall be deemed to have accepted the new General Terms and Conditions to the Client in question, the latter remains free to terminate his Contract under the conditions of article 4. The Training Organization may ask the Client to provide any documents required to finalize the Contract. These documents will not be used for any other purpose. 

10.2 CONTRACTUAL HIERARCHY 
In the event of any inconsistency between the Contract and the GTCs, the provisions of the GTCs shall prevail UNLESS otherwise agreed by the Parties and specified in the Contract and expressly stipulating its derogation from the GTCs. In the absence of express acceptance by the Training Organization, any conditions set by the Client to the contrary (including handwritten annotations) will be unenforceable against the latter. It is hereby specified that the Contract and these GTCs constitute the entire agreement between the Parties and shall prevail, subject to the provisions of these GTCs, over any other general terms and conditions of purchase, sale or service of either of the Parties, or over any undertaking, declaration or other previous agreement between the Parties having the same object. 

‍11 - MISCELLANEOUS 

11.1 SECURITIES 

The headings in these General Terms and Conditions are used for presentation purposes only and should not be used to interpret the General Terms and Conditions. 

11.2 NON-WAIVER 

Notwithstanding anything to the contrary in this clause, the failure to exercise or delay in exercising any right or remedy provided in these General Terms and Conditions or by law by either Party shall not prevent the exercise of such right or be construed as a waiver of such right in the future. 

11.3 INVALIDITY 

If any provision or part of a provision of these General Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed unwritten, but this shall not affect the validity and enforceability of the remainder of these General Terms and Conditions. The Parties shall, however, negotiate an appropriate and economically equivalent legal alternative for the invalid provision, in order to satisfy their respective interests. 

11.4 INDEPENDENCE OF THE PARTIES 

Each of the Parties is a legally and financially independent legal entity, acting in its own name and under its own sole responsibility. The Contract does not constitute an association or a mandate given by one of the Parties to the other. Consequently, each Party undertakes not to enter into any commitment in the name and on behalf of the other Party, and may not under any circumstances substitute itself for the other Party. 

11.5 FEES 

Unless otherwise agreed, each Party shall bear the costs of negotiating, preparing, executing and enforcing the General Terms and Conditions and any related documents. 

11.6 - FORCE MAJEURE

Neither of the Parties may be held liable for non-performance of its obligations if such non-performance is due to Force Majeure as defined by the usual case law of the Cour de Cassation (French Supreme Court). The Party invoking Force Majeure must notify the other Party without delay, with all appropriate supporting documents, specifying the reasons, foreseeable consequences and probable duration. Force Majeure must be notified immediately by the Party concerned to the other Party, then confirmed in writing within five (5) days, with all appropriate supporting documents, specifying the reasons, foreseeable consequences and probable duration. The Party invoking Force Majeure must take all necessary measures to limit said consequences and probable duration in order to ensure normal resumption of contractual obligations affected by said Force Majeure. Correlatively, each of the Parties shall bear all costs incumbent upon it resulting from the occurrence of Force Majeure. If the impediment is definitive or exceeds a period of thirty (30) days, the Party not exposed to the impediment has the right to terminate the Contract by registered letter with acknowledgement of receipt. If termination is not requested, the obligations affected by the Force Majeure will be automatically extended for a period equal to the delay caused by the occurrence of the Force Majeure. 

11.7 SIGNATURE 

The Parties acknowledge and agree that i) the Contract and its amendments may be signed in one or more copies, either by an electronic signature or by a handwritten signature and ii) the use of an electronic signature does not constitute a defense in the event of litigation. To the extent that it is signed and delivered by means of an electronic signature meeting the requirements of applicable law, the Contract and any amendments thereto shall be treated in all respects as an original contract and shall be deemed to have the same binding legal effect as if it were the original signed version. Together, these documents constitute one and the same Contract. 

‍12 - APPLICABLE LAW / DISPUTE 

‍The entire Contract and these GTCs are governed by French law. The Parties shall endeavor to resolve amicably any dispute arising in connection with the interpretation or performance of these General Terms and Conditions or the Contract. Failing this, the Parties agree to submit their dispute(s) to the exclusive jurisdiction of the Paris courts, notwithstanding multiple defendants or third-party claims, whatever the type of proceedings or action.

These general terms and conditions of sale and service (hereafter the “GTCs”) apply to all agreements, arrangements or contracts formed between the Client and the Service Provider in connection with the provision of the services hereinafter described. 

‍1 - LEGAL INFORMATION AND DEFINITIONS 

1.1 Terms of use 

The following services include the provision of intensive computer science training for businesses, marketed and operated by Le Wagon Dubaï (hereinafter referred to as the "Training Organization") and access to the dedicated training and/or skills assessment platform, as appropriate, managed by La Loco SAS, registered with the Paris Trade and Companies Register under number 810 930 123, with Boris Paillard as the Site's Publishing Director.

The Training Organization operates under a license granted for the use of the Site and educational content held by La Loco SAS, which authorizes it to sell and provide the services. If you have any questions, please contact the Training Organization à address following address: legal-forbusiness@lewagon.org. 

1.2 Definitions 
‍
‍Affiliate: means any legal entity which, directly or indirectly, controls, is controlled by or is under common control with one of the Parties within the meaning of article L.233-3 of the French Commercial Code (where applicable). 

‍Client: refers to the Party who engages the Services provided by the Training Organization as part of its commercial, industrial, craft, liberal or agricultural activity and/or, where applicable, its designated Affiliates. 

‍General Terms and Conditions or GTCs : have the meaning given to them in the preamble hereto. 

‍Contract : means all written agreements between the Parties (e.g. purchase order), duly signed by them OR validated by written exchange, formalizing the sale and performance of the Services and to which the present General Terms and Conditions are intended to apply. 

‍Effective Date: means the date on which the Contract is signed by both Parties OR the date of the Client's written approval of the Service Provider's proposal describing the Services offered and the associated prices. 

‍Personal Data : corresponds to the definition given in article 8 of the GTCs.

‍Restricted Supplier : means any company, corporation or individual that is or has been, at any time during the 12 months prior to the Contract, a supplier of goods or services to the Service Provider or any of its Affiliates.

‍Confidential Information: refers to, but is not limited to, all information and data of any kind, including technical, commercial, strategic, financial, economic, scientific, accounting, or any plan, study, prototype, material, audit, experimental data, tests, drawings, representations graphics, specifications, know-how, experience, software and programs, regardless of form, medium or means, including without limitation, oral, written or fixed communications on any medium whatsoever, disclosed by or on behalf of the Disclosing Party to the Receiving Party (as hereinafter defined), in connection with the performance of the Services. On the other hand, the definition of Confidential Information does not include information or data for which the Receiving Party can prove : 
- That they have been made available to the public without breach of confidentiality; or 
- That the Receiving Party already had knowledge or possession of such information prior to its disclosure by the other Party, such knowledge or possession being evidenced in writing by the Receiving Party; or 
- They have been or are legitimately disclosed by a third party to the Receiving Party, without violation of any disclosure restriction and in particular without violation of the GTCs and/or the Contract; or 
- have been excluded from the scope of Confidential Information by written agreement between the Parties. 

‍Personal data protection laws: as defined in article 8 of the GTCs. 

‍Training Organization : refers to the Party that performs and undertakes to provide the Services specified in the Contract.

‍Participants : refers to the natural person(s) employed by the Client and designated by the Client to take part in the training provided by the Training Organization as part of the Services.

‍Party : may refer either to the Client or to the Training Organization, or, depending on the circumstances, to the Service Provider. When used in the plural, "Parties" encompasses all the entities concerned, thus underlining their collective commitment to the Contract defined by these General Terms and Conditions.

‍Recipient Party: means the Party receiving the Confidential Information from the other Party. Insofar as the Client remains by operation of law responsible for actions of the Participant, the term Recipient Party may refer to either the Client or the Participant. In other words, when Confidential Confidential Information is transmitted to the Participant, it is deemed to have been transmitted to the Client (i.e. not to a third party to the Contract) and therefore remains confidential. 

‍Disclosing Party: means the Party disclosing Confidential Information to another Party. Symmetrically to the previous definition, the term Disclosing Party may refer either to the Client or the Participant, as the case may be. 

‍Service Provider: means either the Training Organization or La Loco S.A.S., which owns the Site and the intellectual property rights on the pedagogical content.

‍Intellectual Property: refers to all technical and/or scientific information and knowledge, and in particular to training media and pedagogical content (including reports, media and pedagogical content, programs, manuals, tapes or magnetic disks, lists), know-how, trade secrets, data, materials, software (including all source codes, object codes and associated documentation), files, plans, models, drawings, formulas and/or any other type of information, already the subject OR being likely to be the subject of an intellectual property right, in any form whatsoever, whether patentable or not, belonging to a Party. 

‍Representative: means any director, employee, agent, or counsel of either Party.

‍Results: means all information, all intellectual property rights and all documents formalizing them, specifically relating to elements produced directly by the Participants (other than those produced by the Training Organization's trainers themselves and/or any content and know-how relating to the Service Provider's training courses) in the context of and following their participation in the training program and the exercises submitted to them during and at the end of the training, such as the results of data analysis and quizzes.

Services: refers to the services provided by the Service Provider, including access to the Site, and which may be detailed in the Contract. 

‍Training Session: means a training session, the dates of which are specified in the Contract, and in which the Participants take part. 

‍Site: refers to the dedicated training and/or skills assessment platform, where applicable, published by La Loco S.A.S. and used to support the performance of the Services. 

‍2 - GENERAL PROVISIONS 

2.1 PURPOSE 

The purpose of these General Terms and Conditions is to define the terms and conditions applicable to the Services provided by the Training Organization to the Client(s). 

2.2 INFORMATION 
‍
As part of the Service Provider's duty to provide information and advice, the Services have been presented in detail to the Client. Consequently, the Client acknowledges and declares: 
- That they had the time to consult the documentation sent to them and have understood the presentation of the Services made to them so that they commit themselves in full knowledge of the facts; 
- That they have taken the necessary time and have the skills required to appreciate the relevance of the supply of Services in accordance with its needs. 

The Services are presented in particular (i) in the brochure sent to the Client by the Training Organization by any means to the Client and/or (ii) on the website accessible here: https://business.lewagon.com/. The Services presented on the website are described with their essential characteristics.

The photographs illustrating the Services do not constitute a contractual document. The Services comply with the provisions of current French law. The Client acknowledges that the degree of pre contractual information provided by the Service Provider is limited to the Service Provider's knowledge of the Client's projects and requirements as stated by the Client and within the limits of the Client's IT infrastructure. Having ascertained that the Services offered by the Service Provider meet the Client's needs and constraints, the Client has decided to enter into a Contract subject to these GTCs. 

‍3 - SERVICE ORGANIZATION 

3.1. SITE ACCESS 

Unless otherwise stipulated in the Contract, Participants will have access to the Site for the duration of the Training Session and for at least two (2) years after the end thereof. 

a) Create a Participant account 

As part of the Services, the Service Provider creates an account for each Participant on the Site. To access the account, the Participant must identify themselves using their secret, personal and confidential login and password. The Participant is prohibited from disclosing them. 

The Service Provider may not be held liable in the event of fraudulent access to the Site. In such a case, the Participant and/or the Client must inform the Service Provider without delay. The Client is solely responsible for the tools and equipment required to enable smooth and secure access to the Site by the Participant. Any related costs shall be borne by the Client.

b) Commitments 

At the time of registration, the Client undertakes that the Participant:
- provides real, accurate and up-to-date information at the time it is entered in the registration form;
- update this information if it changes;
- does not make available and/or distribute illicit or reprehensible information (such as defamatory information or information constituting identity theft) or harmful information (such as computer viruses).

If this is not the case, the Service Provider may suspend or terminate the Client's and/or Participant's access to the Site at its sole discretion.

In general, the Client undertakes to ensure that the Participant respects the General Terms and Conditions Terms and Conditions of Use, which are listed here: https://kitt.lewagon.com/terms_of_use or https://learn.lewagon.com/terms_of_use

3.2. FOLLOW-UP
‍
The Training Organization and the Client each designate one or more privileged contact(s) to communicate with each other and ensure
the follow-up of a Training Session.

Follow-up is ensured by a meeting which may be organized at the initiative of either of the Parties, at a time and place to be defined by
mutual agreement. The said meeting may be held by videoconference or by any other appropriate means for holding remote meetings.

During a follow-up meeting, the training Organization may provide the Client with feedback from the Participants and, whereapplicable, the Results obtained within the framework of the Services.


3.3. INTERVENTIONS ON CLIENT PREMISES

If part of the Training Session is held on the Client's premises:
- the Training Organization will inform the Client of the name(s) of the person(s) who will visit the Client's premises.
- The Client will not send comments directly to the Training Organization's staff working on its premises, but to the privileged contact it has designated (Cf. previous article).
- The Client will provide the Training Organization's staff with the premises and technical equipment required to carry out the Service.
- The Training Organization's staff must comply with all health and safety measures, internal regulations in force on the site, and the provisions of the charter for the use of computer systems, communicated in advance by the Client to the Training Organization. Unless otherwise agreed by the Parties, Training Sessions will take place during working hours shared by the Training Organization and the Client.

3.4 SUBCONTRACTING
The Service Provider may subcontract part of the Services to a third party.

In the event of subcontracting, the Service Provider will impose on its subcontractor obligations that are at least as strict asthose set out in these General Terms and Conditions, particularly with regard to confidentiality and intellectual property.

In any event, the Service Provider will monitor the performance of the Services by its subcontractors and their compliance with these General Terms and Conditions.

3.5. HYPERTEXT LINKS

The hypertext links available on the Site may lead to third-party sites not published by the Service Provider. They are provided solely for the Client's convenience, in order to facilitate use of the resources available on the Internet. If the Client or Participant uses these links, they will leave the Site and agree to use the third-party sites at their own risk or, where applicable, in accordance with the
conditions governing them.

The Client acknowledges that the Service Provider neither controls nor contributes in any way to the development of the terms of use and/or content applying to or appearing on such third-party sites. Consequently, the Service Provider may not be held liable in any
way whatsoever for such hypertext links. In addition, the Client acknowledges that the Service Provider does not endorse, guarantee or take over all or part of the terms of use and/or content of such third-party sites. The Site may also contain promotional hypertext links and/or advertising banners to third party sites not published by the Service Provider. The Client undertakes to inform the Service Provider of any hypertext link present on the Site which may lead to a third-party site containing content contrary to the law and/or morality. The Client may not use and/or insert any hypertext link to the Site without the prior written consent of the Service Provider on a case-by case basis.


4.1. CONTRACT DURATION

‍The Contract shall take effect from its Effective Date and shall terminate on the date of completion of the Services as specified in the Contract. Clauses of the Contract or of the GTCs which, by their purpose, are intended to continue beyond the end of the Contract, shall survive its termination for a period of at least two (2) years after the end of the Contract.

‍4.2. WITHDRAWAL

‍Provided that the Client meets the conditions set out in Article L221-3 of the French Consumer Code, the Client may be entitled to a right of withdrawal. In this case, the Client may notify the Service Provider, by registered letter with acknowledgement of receipt, of his wish to exercise his right of withdrawal within fourteen (14) days of the Effective Date.

‍4.3 POSTPONEMENT AND CANCELLATION
‍
‍a) At the Client’s initiative

The Client may freely cancel or postpone a Training Session initially scheduled in the Contract, subject to payment of the following cancellation or postponement fees.

In case of cancellation :

Notice period before the start of the Training Session : More 4 weeks
Deferral fees to be billed (in % of the canceled Training Session price) : 0%

Notice period before the start of the Training Session : Between 4 and 2 weeks
Deferral fees to be billed (in % of the canceled Training Session price) : 50%

Notice period before the start of the Training Session : Less than 2 weeks
Deferral fees to be billed (in % of the canceled Training Session price) : 100%

‍
‍In the event of a postponement of the Training Session where possible : 

Notice period before the start of the Training Session : More 4 weeks
Deferral fees to be billed (in % of the canceled Training Session price) : 0%

Notice period before the start of the Training Session : Between 4 and 2 weeks
Deferral fees to be billed (in % of the canceled Training Session price) : 10%

Notice period before the start of the Training Session : Less than 2 weeks
Deferral fees to be billed (in % of the canceled Training Session price) : 100%


In the event of cancellation or postponement of a Training Session, any additional non-refundable costs or expenses incurred by the Training Organization, such as non-refundable airfare, non-refundable / non-modifiable hotel reservation fees will be billed to the Client by the Training Organization.

Cancellation or postponement fees will be invoiced on the initial start date of the canceled or postponed Training Session, and are payable within 30 days of the invoice date. Any postponement fees not paid on time will result in cancellation of the session and application of the corresponding fees.

Any Training Session whose start date is postponed by the Client (i) more than once or (ii) more than three (3) months from the start date of the Training Session initially scheduled in the Contract will be considered as canceled and the corresponding cancellation fees will be invoiced.

It is understood between the Parties that any absence or abandonment by a Participant during a Training Session will result in the invoicing of the entire cost related to the Participant of the said Training Session as a forfeit.

In accordance with article L.6354-1 of the French Labour Code, all sums paid as forfeiture cannot be attributed to the company's obligation to participate in continuing professional training, or from the individual right to training, and cannot be reimbursed or covered by the competent bodies.

b) At the Service Provider's initiative

In the following cases, and when the Training Organization has been informed of this after the Effective Date of the Contract, the latter reserves the right, without any liability whatsoever, to suspend one or more Training Sessions and to postpone them to a later date as soon as this is made possible:In the event of the absence of one or more trainers involved in the Training Session AND when the Training Organization, despite its best efforts, has been unable to find a replacement with equivalent technical skills and qualifications;In the event of Force Majeure, as referred to in article 1218 of the French Civil Code.

By extension, the following are also considered to be Force Majeure: strikes on transport networks (e.g. the SNCF or RATP network, airlines, etc.), strikes by the Training Organization's staff, and the unforeseeable absence of the trainer.If performance of the Services on the initially scheduled date suddenly becomes impossible or economically perilous due to an event beyond the Training Organization's control;In the cases mentioned above, if the Training Organization reasonably considers that postponing a Training Session would also be manifestly impossible or economically perilous for the latter, the Training Organization may then cancel the said Training Session outright. The Training Organization will inform the Client in writing, who may choose between:
- a credit note for use on other Training Sessions OR
- reimbursement of the amounts contractually paid by the Client for the relevant Training Session.

‍4.4 Early termination

‍Without prejudice to clause 4.3 above, if a Party fails to comply with any of its obligations under the Contract or these GTCs for any reason other than Force Majeure, the other Party may terminate the Contract by operation of law after sending formal notice by registered letter with acknowledgement of receipt to the defaulting Party. Termination takes effect if the default has not been remedied within thirty (30) days of the defaulting Party sending formal notice.

‍5 - PAYMENT

5.1 GENERAL

a) Obligation to pay

The Client expressly acknowledges that the conclusion of the Contract automatically obliges him to pay the contractually agreed price. The Client is hereby informed that the Service will only be made available once the Contract has been concluded.

b) Price

The prices of the Services and the delivery of any Results are indicated in the corresponding Contract. All prices are exclusive of VAT and any other taxes, duties or services payable by the Client in application of the regulations in force on the date of issue of the Service Provider's invoice, which shall remain the sole responsibility of the Client. Unless otherwise stipulated in the Contract, the price of the Services is quoted in euros (€). Any bank charges and exchange fees will be borne by the Client.

5.2. TERMS AND CONDITIONS

a) Billing

The Training Organization issues the invoice(s) according to the following schedule:
- For any Training Session lasting less than or equal to five (5) full days, i.e. forty (40) hours of training, the Training Organization will invoice the full price of the Training Session on the Effective Date.
- For all Training Sessions lasting more than five (5) full days, i.e. forty (40) hours of training, the Training Organization will issue a deposit invoice for 50% of the total price specified in the Contract on the Effective Date.

The balance will be invoiced on the first day of the Training Session. Unless otherwise stipulated in the Contract, all payments must be made in full at the latest within thirty (30) days of the issue of the associated invoice.

b) Bank details

When the Contract is concluded, the Service Provider will communicate the details of the account to which the transfer is to be made, as well as the order reference to be indicated in the transfer notice.

Otherwise, payments by bank transfer are made to the Qonto account opened in the name of "Le Wagon For Business". References: Bank code: 16958; Counter code: 00001; Account number: 12087113222; RIB key: 45; BIC: QNTOFRP1XXX

5.3. ANCILLARY EXPENSES

a) Reimbursement of expenses

Unless otherwise agreed by the Parties, all expenses reasonably incurred by the Service Provider in connection with the Services (e.g. travel, accommodation and catering expenses) shall be reimbursed to the Service Provider by the Client. The Service Provider undertakes to use its best efforts to provide the Client with an a priori estimate of the amount of such expenses. The Parties may agree in the Contract on an upper limit not to be exceeded.

b) Service Adjustment

The Service Provider may not make any substantial correction or modification to the Services that would require an additional budget without the Client's prior written consent.

5.4. DELAYS

a) Interests

In the event of late payment, and unless otherwise agreed in advance in writing by the Service Provider, the Client shall also be liable by operation of law to pay late payment interest corresponding to (3) times the prevailing legal interest rate, AND a minimum fixed indemnity of forty (40) euros, without prejudice to any claim for damages against the Client.

b) Exclusion

Any late payment may, at the sole discretion of the Training Organization, lead to the temporary or permanent exclusion of the Participant.

‍6 - OBLIGATIONS

6.1. GENERAL

a) Obligations of the Training Organization

The Training Organization undertakes to:
- perform its contractual obligations to the best of its professional ability;
- set up a qualified project team to meet the requirements of the Services in terms of technicality, quality, costs and deadlines;
- maintain the stability of the project team dedicated to Services;
- control the availability of the Services and warn the Client in good time of any difficulties in the execution of the Services of which he may become aware;

More generally, to comply with the terms of the Contract and these GTCs. Unless otherwise expressly stipulated, the commitments of the Service Provider in this article and listed above are deemed to be purely commitments of means.

b) Client obligations

The Client undertakes to:
- use the Services in accordance with its professional needs and not for illicit, prohibited and/or illegal purposes, to harm third parties or a Party or under conditions not provided for in the Contract and, more generally, not to disrupt the proper functioning of the Services;
- to inform the Service Provider no later than three (3) working weeks before the start date of the Training Session of the number and names of the Participants in the Training Session.

More generally, to comply with the terms of the Contract and these GTCs;

6.2. PRIVACY

a) Obligations of the Receiving Party

The Receiving Party undertakes to :
- Confidential Information is protected and kept strictly confidential, so that it shall not be disclosed, published, communicated or likely to be communicated, either directly or indirectly, to any third party other than its Affiliates or Representatives.
- Disclose Confidential Information only to Representatives, successors, Affiliates or assignees of the Receiving Party who have a reasonable need to know for the purpose of within the framework of the performance of the Services, and who are duly bound by an obligation of confidentiality no less restrictive than that set out in these GTCs.
- Take all necessary measures to ensure that all Representatives and Affiliates of each Party undertake to respect the confidentiality obligations contained in the GTCs. Each Party shall ensure that its Affiliates and Representatives comply with the GTCs as if they were parties thereto, and shall be liable for any breach thereof.
- Do NOT use the Disclosing Party's Confidential Information, in whole or in part, for any purpose other than that defined in the Services, without the prior written consent of the Disclosing Party.
- Confidential Information shall not be copied, reproduced or duplicated, in whole or in part, without the express prior written consent of the Disclosing Party, unless this is reasonably necessary for the performance of the Services.

b) Exceptions

However, this Article shall not prevent the Parties from making a disclosure required by applicable law or pursuant to a court order if:
- without violating any legal or regulatory requirement, a Party notifies the other Party of the disclosure obligation and its nature, and
- It shall cooperate with the other Party in attempting to oppose, mitigate or obtain confidential treatment of the requested disclosure, to the extent reasonably practicable.

This obligation of confidentiality applies for the duration of the Contract and remains in force for a period of two (2) years following the end of the Contract, whatever the cause. Nothing in this Article shall be deemed to grant to the other Party any license or privilege whatsoever with respect to the use of the Confidential Information.In the event of termination of the Contract for any reason, and if requested by the Disclosing Party, each Party shall promptly return or destroy (and certify the destruction of) all Confidential Information provided to it and all copies thereof.

6.3 - CONFLICTS OF INTEREST

The Client warrants that no conflict of interest exists or is anticipated in the performance of the Services. Should such a conflict arise, the Client undertakes to inform the Service Provider immediately. The Service Provider will decide, at its sole discretion, whether or not the Client may continue to benefit from the Services in question, and may terminate them if necessary.

6.4 - NON-SOLICITATION

In order to protect the legitimate business interests of the Service Provider and each of the Service Provider's Affiliates, the Client undertakes to the Service Provider, on its own behalf and on behalf of its Affiliates or Participants, not to solicit, attract, attempt to attract, or enter into any business relationship with any Restricted Supplier, if doing so could reasonably result in such Restricted Supplier ceasing or reducing its supply of goods or services to the Service Provider or any of its Affiliates, or adversely altering the conditions under which it conducts business with the Service Provider or any of its Affiliates.

The Client is bound by the undertaking set forth in this Article for the period extending from one of the following two dates at the latest: (i) one (1) year after the end of the Contract OR (ii) one (1) year after the end of the Services.

‍7 - INTELLECTUAL PROPERTY RIGHTS

7.1 - GENERAL

Each Party is deemed to be or to remain the owner of:
- (i) any Intellectual Property held by it prior to the signing of the Contract;
- (ii) any creation of Intellectual Property made directly by this Party in the performance of the Services;
- (iii) any creation of Intellectual Property made independently and outside the framework of the Services;
- (iv) any existing Intellectual Property that has been modified or improved by the other Party.

In particular, the Service Provider is deemed at all times to be and to remain the owner of all intellectual property rights relating to the training materials and pedagogical content provided as part of the Services.Subject to the provisions of the present General Terms and Conditions, the Contract does not entail any transfer of rights to the Intellectual Property of either Party. In general, these General Terms and Conditions may under no circumstances be interpreted as conferring any express or implicit right (including, without limitation, any right of access, use and/or exploitation by virtue of a license or by any other means) over the Intellectual Property of the other Party.


7.2 LICENSE

‍Notwithstanding the foregoing, the Client agrees to grant the Service Provider a free license to use the Client's Intellectual Property for the duration of the Contract, where such Intellectual Property is necessary for the performance of the Services.Accordingly, the Service Provider undertakes to use, for the performance of the Services, only:

a) Elements that have fallen into the public domain and are therefore freely exploitable by the Client and reproducible without limitation by anyone else; or
b) Intellectual Property of which the Service Provider has full ownership or free use; or
c) Intellectual Property belonging to the Client and made available by the Service Provider in connection with the performance of the Services.

In addition, the Service Provider grants the Participant a non-transferable license to use the Site and its pedagogical content for the sole purpose and duration of the performance of the Services.

‍7.3 - RESULTS

‍The Client, or the Participant where applicable, holds the material and intellectual property rights to the Results. Whenever possible, the Client shall obtain from the Participants a signed agreement for the assignment of their copyrights on the Results in order to be able to fully enjoy the intellectual property rights.

‍7.4 - REFERENCES

‍The Client authorizes the Service Provider to mention its name, brand and logo as a reference in its communication media, such as brochures, websites, sales proposals, press releases, internal communication, etc. Consequently, the Client grants the Service Provider a free, non-exclusive license to use the Client's trademarks, logos, company name and trade name for the purpose of public referencing of its Clients.

‍8 - PROTECTION OF PERSONAL DATA AND IMAGE

8.1 - PERSONAL DATA

‍In the context of their contractual relationship, the Parties hereby undertake to comply with the regulations in force applying to the processing of personal data and in particular Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR), hereinafter referred to as "the personal data protection laws".

The aforementioned Personal Data will be processed in accordance with the provisions of the laws on the protection of Personal Data and will only be passed on to subcontractors insofar as this may be necessary for the aforementioned purposes of such processing.

The Service Provider undertakes to implement technical and organizational measures to guarantee an adequate level of security to protect the confidentiality of data. By providing Personal Data or entering into an agreement with the Service Provider, the Client consents to the collection and use of Participants' Personal Data as described in this section.

‍8.2 - OUTSOURCING

‍The Client acts as data controller, and the Service Provider acts on behalf of the Client solely as processor for the processing operations described in this article 8.

The Service Provider collects and processes the identity and contact information of Participants that it receives from the Client, such as surname, first name, e-mail address, login, password on the Service Provider's Site and feedback from Participants on the Services (hereinafter the "Personal Data") for the performance of the Services. The purposes of this processing are the performance of the Contract, Client management and accounting. The legal grounds are the performance of a contract, the consent of the Participant, compliance with legal and regulatory obligations and/or the legitimate interest of the Service Provider.

The Client is responsible for the accuracy and currency of the Personal Data provided to the Service Provider.

The Service Provider may subcontract part of the processing of Personal Data, in particular to the following subcontractors:
- Slack
- Gmail
- Microsoft Teams

The Client expressly accepts the subcontracting of the activities listed in this clause.

Where applicable, the Service Provider undertakes to notify the Client promptly of any request from a Participant concerning his/her rights in respect of their Personal Data and to provide all necessary assistance to the Client to facilitate the response to these requests.

The Service Provider will notify the Client of any breach of Personal Data of which it becomes aware.

The Service Provider will cooperate to enable the Client to notify the Personal Data breach to any competent supervisory authority in accordance with the laws on the protection of Personal Data.

Where applicable, once the Services have expired, this Article shall continue to apply to all Personal Data required by participants to access the Service Provider's Site. Other Personal Data will, at the Client's option, either be destroyed or returned within an appropriate period of time, but no later than two (2) months after the expiration or termination of the Contract. The Client's choice regarding the processing of such Personal Data upon expiration must be expressed in writing prior to termination of the Contract.

Any anonymized data may be kept by the Service Provider at least for statistical purposes.

‍8.3 - DATA CONTROLLER

‍The Service Provider acts as data controller in the collection of personal contact information from the Client's employees. The purpose of the processing is to draw up contracts and to maintain a commercial relationship. The legal basis is the contract.

The Service Provider also acts as a data controller if it collects the image of Participants by taking photos or videos of Participants during the Training Session, with the Participant's prior consent. The purpose of the processing is for marketing purposes (such as creating a flyer to sell Le Wagon's services). The legal basis is the Participant's consent and the contract.

The Service Provider is also responsible for processing experience feedback of training participants with their prior consent. The purpose of the processing is for marketing purposes (such as the creation of a flyer to sell Le Wagon's services). The legal basis is the Participant's consent and the contract.

However, in the latter two cases, the Participant's consent may be withdrawn at any time if the Client or Participant sends an e-mail to privacy@lewagon.org. The Service Provider will then remove the photograph, video or content concerned, although this may not apply to content already published, depending on the medium. These Personal Data will be kept for the duration of the documents signed by the Participant or until they are withdrawn.The Service Provider undertakes to inform Participants about the processing and rights of individuals with regard to Personal Data.In the event of termination of the Contract, this article shall continue to apply to all Personal Data relating to the contact details of the Client's employees who enabled the contractual negotiation during the relevant legal period in order to negotiate another contract with the Client.

‍8.4 - IMAGE RIGHTS

‍As part of the Training Sessions, Participants may be photographed or filmed. These photographs and videos may be used for the purposes of the Services during the Contract.

The Service Provider may also request the Participants' consent to assign their image rights relating to these photographs or videos to the Service Provider and its Affiliates for marketing purposes, for worldwide use, by all means and on all media, for an indefinite period.

However, the Participant's consent may be withdrawn at any time if the Client or Participant sends an e-mail to privacy@lewagon.org. The Service Provider will then withdraw the photograph or video concerned, it being specified that this withdrawal may not apply to content already published, depending on the distribution medium.

Any voluntary deposit of a photograph or video on the Site by a Participant implies authorization of use and communication of the latter for the benefit of the Service Provider as governed by the Site's General Conditions of Use available at the following address and accepted by the Participant: https://learn.lewagon.com/terms_of_use.

9 - RESPONSIBILITY

9.1 - OF THE CLIENT

‍The Client shall be solely liable for any action or damage caused by the Participant. If necessary, and in the absence of an amicable solution found within a reasonable time, the Service Provider may hold the Client liable to obtain compensation for the damage caused by the Participant.

‍9.2 - OF THE SERVICE PROVIDER

‍The Service Provider may not be held liable for non-performance of the Contract due to the Client, Force Majeure or a third party. In addition, performance of the Services may be temporarily interrupted due to maintenance, updates or technical improvements, or to changes in content and/or presentation.

The Service Provider may not be held liable for any use of the Site and its Services by Clients or Participants in breach of these General Terms and Conditions, nor for any direct or indirect damage that such use may cause to a third party. In the event that the Service Provider is held liable as a result of a breach of these GTCs, the Client agrees to indemnify the Service Provider against any judgment against it and, at the Service Provider's first request, to pay all costs that the Service Provider may incur in defending itself, in particular legal fees.

The Parties understand and agree that the total amount of damages that the Service Provider may be required to pay to the Client (all causes combined) is limited to the amount paid by the Client to the Service Provider for the provision of the Services.

‍9.3 - INSURANCE

‍The Service Provider declares that it holds an insurance policy covering its general and professional civil liability and will provide the Client, on request, with an insurance certificate guaranteeing the pecuniary consequences of the civil liability that it may incur as a result of damage of any kind caused by it and/or one of its subcontractors to the Client during the performance of the Contract from the start of the Services. The Service Provider undertakes to maintain this insurance throughout the duration of the Contract.

‍10 - CONTRACTUAL DOCUMENTS

10.1. OPPOSABILITY

‍The General Terms and Conditions are made available to Clients on the website (https://business.lewagon.com/) and/or may be sent to them when the first Contract is sent to a new Client, or on request.

The Client acknowledges that he has read and accepted these GTCs in their entirety by validating the Contract. Beyond this, the mere execution of the Services implies that the Client has necessarily adhered unreservedly to the present GTCs.

The Service Provider reserves the right to unilaterally modify these General Terms and Conditions. These modifications will be enforceable against the Client once they have been published by any means whatsoever.

The Client will be notified of any substantial changes to the General Terms and Conditions thirty (30) calendar days before they take effect. In the event of rejection of the new General Terms and Conditions, AND in the absence of written agreement from the Service Provider authorizing the non-enforceability of the previous General Terms and Conditions, the Client shall be deemed to have accepted the new General Terms and Conditions to the Client in question, the latter remains free to terminate his Contract under the conditions of article 4.

The Training Organization may ask the Client to provide any documents required to finalize the Contract. These documents will not be used for any other purpose.

‍10.2 CONTRACTUAL HIERARCHY

‍In the event of any inconsistency between the Contract and the GTCs, the provisions of the GTCs shall prevail UNLESS otherwise agreed by the Parties and specified in the Contract and expressly stipulating its derogation from the GTCs.In the absence of express acceptance by the Training Organization, any conditions set by the Client to the contrary (including handwritten annotations) will be unenforceable against the latter.It is hereby specified that the Contract and these GTCs constitute the entire agreement between the Parties and shall prevail, subject to the provisions of these GTCs, over any other general terms and conditions of purchase, sale or service of either of the Parties, or over any undertaking, declaration or other previous agreement between the Parties having the same object.

‍11 - MISCELLANEOUS

11.1 SECURITIES

‍The headings in these General Terms and Conditions are used for presentation purposes only and should not be used to interpret the General Terms and Conditions.

‍11.2 NON-WAIVER

‍Notwithstanding anything to the contrary in this clause, the failure to exercise or delay in exercising any right or remedy provided in these General Terms and Conditions or by law by either Party shall not prevent the exercise of such right or be construed as a waiver of such right in the future.

‍11.3 INVALIDITY

‍If any provision or part of a provision of these General Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed unwritten, but this shall not affect the validity and enforceability of the remainder of these General Terms and Conditions. The Parties shall, however, negotiate an appropriate and economically equivalent legal alternative for the invalid provision, in order to satisfy their respective interests.

‍11.4 INDEPENDENCE OF THE PARTIES

‍Each of the Parties is a legally and financially independent legal entity, acting in its own name and under its own sole responsibility. The Contract does not constitute an association or a mandate given by one of the Parties to the other. Consequently, each Party undertakes not to enter into any commitment in the name and on behalf of the other Party, and may not under any circumstances substitute itself for the other Party.

‍11.5 FEES

‍Unless otherwise agreed, each Party shall bear the costs of negotiating, preparing, executing and enforcing the General Terms and Conditions and any related documents.

‍11.6 - FORCE MAJEURE

‍Neither of the Parties may be held liable for non-performance of its obligations if such non-performance is due to Force Majeure as defined by the usual case law of the Cour de Cassation (French Supreme Court). The Party invoking Force Majeure must notify the other Party without delay, with all appropriate supporting documents, specifying the reasons, foreseeable consequences and probable duration.

Force Majeure must be notified immediately by the Party concerned to the other Party, then confirmed in writing within five (5) days, with all appropriate supporting documents, specifying the reasons, foreseeable consequences and probable duration.

The Party invoking Force Majeure must take all necessary measures to limit said consequences and probable duration in order to ensure normal resumption of contractual obligations affected by said Force Majeure. Correlatively, each of the Parties shall bear all costs incumbent upon it resulting from the occurrence of Force Majeure.

If the impediment is definitive or exceeds a period of thirty (30) days, the Party not exposed to the impediment has the right to terminate the Contract by registered letter with acknowledgement of receipt. If termination is not requested, the obligations affected by the Force Majeure will be automatically extended for a period equal to the delay caused by the occurrence of the Force Majeure.

11.7 SIGNATURE 

The Parties acknowledge and agree that i) the Contract and its amendments may be signed in one or more copies, either by an electronic signature or by a handwritten signature and ii) the use of an electronic signature does not constitute a defense in the event of litigation. To the extent that it is signed and delivered by means of an electronic signature meeting the requirements of applicable law, the Contract and any amendments thereto shall be treated in all respects as an original contract and shall be deemed to have the same binding legal effect as if it were the original signed version. 

Together, these documents constitute one and the same Contract.

12 - APPLICABLE LAW / DISPUTE 

‍The entire Contract and these GTCs are governed by French law. The Parties shall endeavor to resolve amicably any dispute arising in connection with the interpretation or performance of these General Terms and Conditions or the Contract.

Failing this, the Parties agree to submit their dispute(s) to the exclusive third-party claims, whatever the type of proceedings or action.