General Terms and Conditions
Yunoo SaaS Platform
Yunoo Ltd (hereinafter the "Company") supplies a distance SaaS platform called "Yunoo.io" accessible at the address https://app.yunoo.io/ (hereinafter the "Platform"), allowing professional customers (hereinafter the "Customer") to use the Platform in white label for promoting and marketing digital training contents furnished by third-party providers (hereinafter the "Services") to individuals and/or other professionals (hereinafter the "Users").
The Company and the Customer are hereinafter referred to together or individually as the "Party(ies)".
These general terms and conditions (hereinafter the "General Conditions") define the terms and conditions under which the Customer will use the Platform and the related Services, as well as to define the rights and obligations of the Parties in this context.
General Conditions apply to any commercial quotation issued by the Company and expressly accepted by the Customer (hereinafter “Quotation”). They might be supplemented by specific terms and conditions (hereinafter the “Specific Conditions”) which together form an agreement between the Parties (hereinafter the “Agreement”).
The Agreement includes the following documents, which are ranked by descending order: a) Specific Conditions, and their Annexes, executed by the Customer;
b) These General Conditions;
c) technical documentation provided by the Company.
They express the entire agreement of the Parties and cancel and replace any previous agreement, letter, offer or other written or oral document having the same subject matter.
2. Operator of the Platform
The Platform and the Services are operated by Yunoo Ltd, whose registered office is located at 73 Brunswick House W69LH, London.
The Company can be contacted at the following coordinates:
3. Access to the Services
The Platform is accessible to professional Customers solely.
As part of the Services, the Customer acknowledges and accepts that the Platform allows it to promote and market digital training contents furnished by third-party providers as listed exhaustively here: - 360Learning (https://360learning.com/)
(hereinafter “Providers”) through their learning management systems (hereinafter “LMS”). The Customer also acknowledges and accepts that to access the Platform and the Services, it must first: ● Have a high-speed Internet connection;
● Have a browser such as Chrome, Firefox;
● Comply with any technical prerequisite described in the technical documentation of the Platform (hereinafter the “Documentation”).
The Agreement applies for the entire duration as stated on the subscription formula chosen by the Customer and indicated in the Quotation (hereinafter the “Term”).
The Subscription might be subscribed either for an initial period of one (1) year or for a period of one (1) month (hereinafter the "Initial Term"). The Subscription is then renewed by tacit agreement for successive periods of the same duration, under the same terms and conditions, unless terminated by either Party, without having to justify any reasons, at the end of the Initial Term or each Renewal Term, provided that it notifies the other Party (by email) at least three (3) months where the Customer subscribes for an annual Subscription and, fifteen (15) days where the Customer subscribes for a monthly Subscription before the end of the current Term.
5. Strictly personal use
The Customer undertakes to use the Services solely for its own business needs and not to allow any third party to use them in its place or on its own behalf unless to bear full responsibility for it.
6. Description of the Services
The Customer has access to the following Services according to the design and technical means that the Company deems most appropriate, and according to the subscription formula chosen.
6.1 Creation of an Account
The Customer is required to open an account on the Platform according to the procedure described below (hereinafter the "Account").
Unless the Company proceeds with the creation of an Account, in the name and on behalf of the Customer, based on personal information provided by this latter, the Customer is required to fill out a registration form accessible on the Platform by completing its email address and choosing a password.
Once the registration form is completed, an Account is automatically validated. The Customer must enter its email address and password to connect to the Platform.
The Customer is entitled, at its own discretion and under its sole responsibility, to create up to three (3) administrator accounts in the Platform (hereinafter “Admin Account”) which are attached to any person expressly authorized by it to access, operate and use the Services, in its name and on its behalf (hereinafter the “Administrator”).
The Customer acknowledges and accepts that the Company does not verify in any way that the Admin Accounts are operated by persons validly authorized by it and does not exercise any control of any kind over said Admin Accounts, which are fully and exclusively managed by the designated Administrator.
The Customer shall cause Administrator to comply with the Agreement and remains fully liable for any Administrators’ acts and/or omissions.
The Customer is responsible for maintaining the confidentiality of its login and password as well as those of the Admin Accounts, and expressly acknowledges that any use of the Services from its Account and/or the Admin Accounts will be deemed to have been made by the Customer. In the event that Customer sees that its Account and/or the Admin Accounts are or have been used without
its knowledge, it undertakes to notify the Company as soon as possible, at the address indicated in the article "Operator of the Platform".
The Customer and Administrator both have the possibility to change their passwords at any time. In the event of loss or forgetting of the password, the Customer may ask the Company to reset its password by clicking on the "Forget password" link on the Platform. A reset link will be sent to the email address provided on its Account.
Each Customer warrants the Company that the information provided as part of the registration procedure is accurate and that it is not misleading. The Customer undertakes in particular to provide a valid email address and non-falsified supporting documents.
The Customer undertakes to inform the Company without undue delay of any change of its personal information.
The Customer acknowledges and accepts that the information entered for the purpose of creating or updating its Account and/or Admin Accounts, where applicable, is proof of its identity or those of the Administrators. The Company reserves the right, at its own discretion and at any time, after registration, to proceed with any verification process it deems useful, including the Customer's email, identity and/or contact details.
6.2 Use of the Platform in white label
The Customer as well as Administrator are entitled to customize the Platform through their Account, according to the technical criteria and means made available by the Company.
The Customer may integrate all graphic, written and visual content such as any logo, trademark, picture, video within the Platform (hereinafter the "Graphic Content"), being specified that the Graphic Content remains the full and entire property of Customer.
The Platform will be accessible from either, at its discretion, the Customer's own domain or a domain specifically dedicated by the Company to the Customer, subject to the payment of an additional fee as set forth in the Quotation.
The Customer acknowledges and accepts that the integration of the Platform will be done by the installation of an API redirecting the access of the Platform to its domain name address, by any means deemed useful by the Company, subject to any technical incidents during the processing of the request.
From the effective integration of the Platform, the Company grants to the Customer, for the Term, the non-exclusive, personal and non-transferable right to use the Platform in white label, in its version existing on the date of signature of the Agreement, as well as any updates, according to the technical documentation, for the sole purpose of use and operation in the context of its professional activity, excluding any direct marketing of the Platform itself, unless previously agreed by the Company.
The Customer also acknowledges and accepts it will operate the Platform in white label under its own
risk and liability, according to the terms and conditions it will set forth at its own discretion, subject to license rights and restrictions, the service levels set forth herein.
In no case shall the Company be liable towards Users for the operation of the Platform by the Customer and/or Administrators. In particular, the Company does not give any warranties, express, implied or otherwise to Users.
6.3 Integration of Promoting Content
The Customer and Administrators may incorporate into the Platform written or multimedia contents for promoting digital training contents furnished by Providers (hereinafter the "Promoting
Content"), within the limit of authorized character number and according to the technical means that the Company deems most appropriate.
Once validated by the Customer and Administrator, the Promoting Content will be published through the Platform. The Customer and Administrators may, at any time, modify the Promoting Content.
The Customer and Administrators commit to integrate Promoting Content solely in relation with the applicable digital training contents furnished by Providers as listed in the Platform, to the exclusion of any other products and/or services and from other third parties not listed .
The Customer expressly refrains from inserting into the Platform any hypertext links to another SaaS software and/or marketplace and /or more generally any website, in particular e-commerce, that are identical or substantially similar to the Platform for offering same services as those described herein.
In any case, the creation and integration of Promoting Content are the sole responsibility of the Customer.
The Company does not carry out any verification relating to the lawfulness of the Promoting Content.
Therefore, the Company will not be liable for the dissemination of said Promoting Content that are unlawful and/or made in violation of the rights of third parties, which the Customer expressly acknowledges and accepts.
6.4 Payment tools integrated into the Platform
The Customer and Administrators will set forth the price relating to the training contents provided by Providers, at its own discretion, subject to any obligation towards said Providers.
It is agreed between the Parties that Users will proceed to the payment of the price directly on the Platform, through the payment provider chosen by the Company and indicated on the Platform (hereinafter the "Payment Provider"), which the Customer acknowledges and accepts.
Each Customer and User contract directly with the Payment Provider. The Customer and the User are assigned an electronic wallet by the Payment Provider as soon as their account is opened. This electronic wallet is linked to the bank account attached to said Customer and User's account, as applicable.
Everyone acknowledges and accepts that registration for the Services entails the full and complete acceptance of the general conditions of use of said Payment Provider by checking the corresponding box when opening its account.
The Customer agrees that a commission is immediately due to the Company for each sale made on the Platform, in the currency chosen by the Customer while using the tools of the Payment Provider (hereinafter the “Commission”), according to the terms set forth in article “Financial terms”.
The Commission will be deducted automatically and directly by Payment Provider from the sums paid into the electronic wallet in respect of the payment made by Users before the balance is returned to the Customer.
6.5 Integrated links to training contents
Each User is required to fulfill its email address and password for creating an account on the Platform (hereinafter the “User Account”) prior to completing the payment process.
After payments, each User will be able to access to its User Account by fulfilling its email address and password it has indicated on the Platform during the creation process.
Each User may, through its User Account, access to the history of training contents purchased. By clicking into the link associated with the training contents, Users will be automatically redirected to its own account opened on the related LMS.
The Customer acknowledges and accepts that the Platform allows it to promote and market the training contents provided through LMS to Users, however the training contents themselves will be broadcasted through the LMS and not on the Platform. Therefore, the Company will not be liable for any interruption or suspension during the performance of the training contents which are under the sole responsibility of Providers of LMS.
6.5 Technical support and assistance
The Company offers to the Customer a support and technical assistance for any question relating to the use of the Platform at the following address: firstname.lastname@example.org
6.6 Other Services
The Company reserves the right to offer any other Service or integrate any functionality into the Platform, in a form and according to the technical means that it deems most appropriate to render said Services, either for free or subject to a fee.
7. Financial terms
The Customer will pay to the Company a lump sum (hereinafter “Service Fee”), as indicated and according to the payment terms described in the Quotation, by bank transfer following the authorization given by the Customer as attached in Annex 1.
The Customer acknowledges and accepts that a Commission will also be due, based on a percentage applicable for each sale made through the Platform .
The price and currency of Service Fee are indicated in the Quotation, exclusive of taxes.
The percentage of the Commission due is indicated in Annex 2. Any taxes applicable to Commission will be set forth on the Payment Provider website. The Commission will be payable in the currency chosen by the Customer while setting up the tools of the Payment Provider for receiving payments from Users.
The sums paid by the Customer for the Services are non-refundable and, except otherwise set forth in the Quotation, the lump sum will be due in advance no later than thirty (30) days from the date of the invoice.
The Commission is automatically due upon payment made by User through the Payment Provider website.
The Company reserves the right, at its own discretion, to propose promotional offers or price reductions.
The Company also reserves the right to modify, at its own discretion, the price of Services at any time, provided that it notifies it to the Customer in advance at least thirty (30) days before the entry into force of the new rates.
The Company undertakes to ensure, under the terms of an obligation of means, the hosting of the Platform in accordance with the practices of the profession and the state of the art, on its own servers
or by a professional hosting provider, exercising its activity in accordance with the uses of the profession and the state of the art.
In this context, the Company undertakes to provide the Customer with sufficient storage and processing capacities as part of the Services, in accordance with the practices of the profession and the state of the art.
The Company undertakes to implement all the technical means, in accordance with the state of the art, necessary to ensure security and access to the Services, relating to the protection and monitoring of infrastructures, the control of physical and/or immaterial access to said infrastructures, as well as the implementation of detection, prevention and recovery measures to protect servers from malicious acts.
The Company also undertakes to take all necessary precautions, having regard to the nature of the data and the risks presented by the automated data processing implemented for the purposes of the Services, to preserve the security of the data, and in particular to prevent them from being distorted, damaged or that unauthorized third parties have access to them.
9. Service Level Guarantee
The Company undertakes to ensure the permanence, continuity and quality of access to the Services throughout the Term, as defined below.
The Company will make its best efforts to maintain access to the Platform 24 hours a day, 7 days a week, except in cases of force majeure or scheduled maintenance.
In addition, given the complexity of the Internet, the inequality of the capacities of the different subnets, the influx at certain times, the various bottlenecks over which the Company has no control, the Company's responsibility will be limited to the operation of its servers, whose outer limits are constituted by the connection points.
The Company shall not be liable for (i) access speeds to its servers, (ii) external slowdowns to its servers, and (iii) poor transmissions due to failure or malfunction of these networks.
If necessary, the Company reserves the right to limit or suspend access to the Platform to carry out any maintenance and/or improvement operation. In this case, The Company undertakes to inform the Customer in advance of any useful means of these maintenance and/or improvement operations in particular by general information message on the home page of the Platform.
As part of these maintenance and/or development operations, the Company undertakes to make its best efforts to make backups of the contents stored on the Account.
The Customer acknowledges and accepts that this service level guarantee does not cover any breakdown or interruption of the Services occurring due to telecom operators or internet and mobile web service providers.
In any case, it is expressly agreed between the Parties that the violation of any commitment provided for in this article can in no case be sanctioned by the breach of the General Conditions and its liability will be limited under the conditions provided for below in the article "Liability".
10. Intellectual property
Subject to the intellectual property rights belonging to the Customer or to third parties, the systems, software, structures, infrastructures, databases, codes and contents of any kind (texts, images, visuals, logos, trademarks, databases, etc.) operated by the Company on the Platform, as well as the Platform itself, and the APIs are protected by any intellectual property rights or rights of the database producers in force. All disassembly, decompilation, decryption, extraction, reuse, copies and more generally, any
act of reproduction, representation, dissemination and use of any of these elements, in whole or in part, without the authorization of the Company is strictly prohibited and may be the subject of legal proceedings.
11. Obligations and guarantees of the Customer
Without prejudice to the other obligations provided for herein, the Customer undertakes to comply with the following obligations.
(i) in its use of the Services, to comply with the laws and regulations in force and not to infringe the rights of third parties or public order.
The Customer is also solely responsible for the proper completion of all formalities and payments of all kinds that fall to it, as the case may be, in connection with its use of the Services.
(ii) is solely responsible for its use of the Services and in particular for the relationships and interactions it may establish with Users and the information it communicates to them through the Platform.
It also acknowledges that the use of the Services is carried out under its sole responsibility and that it cannot engage the liability of the Company in this respect.
(iii) the Customer acknowledges having read the characteristics and constraints, in particular technical,
of all the Services and the Platform.
(iv) to provide the Company with all the documents, elements, data and information necessary for the proper execution of the Services. More generally, it undertakes to cooperate actively with the Company for the proper execution of this Agreement and to inform it of any difficulties related to this execution.
(v) the Customer is informed and accepts that the implementation of the Services requires that he be connected to the Internet and that the quality of the Services depends directly on this connection, for which he is solely responsible.
(vi) It acknowledges having received from the Company all the information and advice regarding the Services in order to allow it to determine their adequacy with respect to its needs. The Services are not specifically dedicated to the Customer to fit its specific requirements.
Each Customer warrants the Company that it has all the rights and authorizations necessary for the use and/or dissemination of content of any kind (editorial, graphic, photographic, logo, trademark or other) in the context of the use of the Services. It undertakes to ensure that such content is lawful, does not infringe public order, morality or the rights of third parties, does not violate any legislative or regulatory provision and more generally, is in no way likely to engage the civil or criminal liability of the Company.
The Customer thus refrains from disseminating, in particular and without this list being exhaustive:
● pornographic content that minors may have access to, in any case having an obscene, indecent, shocking or inappropriate nature to a family audience, defamatory, abusive, violent, racist, xenophobic or revisionist;
● infringing content;
● content that infringes the image of a third party;
● false, misleading or misleading content that suggests or promotes illegal, fraudulent or misleading activities;
● content harmful to the computer systems of third parties (such as viruses, worms, Trojan horses, etc.);
● and more generally any content likely to infringe the rights of third parties or be harmful to third parties, in any way and in any form whatsoever.
In this context, the Customer warrants the Company against any complaint, claim and/or action of any third party claiming that the contents would constitute a violation of its rights, whatever they may be and in particular its intellectual property rights, right to the image and to the protection of privacy. Consequently, the Customer undertakes to indemnify the Company for any damage it may suffer and to bear all damages, as well as any costs, charges and expenses to which the Company may be condemned, or which would be provided for by a settlement agreement signed by the Company after obtaining the prior agreement of the Customer.
Throughout the Term and for a period of three (3) years after the closure of the Account, the Parties undertake to keep strictly confidential all information and documents, of any nature whatsoever, that they would have received from each other in execution of these terms and/or constituted in execution of this Agreement.
13.1 Termination for breach
In the event of a breach by the Customer of any of its obligations under this Agreement, which would not be remedied within fifteen (15) calendar days from the notification of such breach, the Company may, by operation of law and without legal formalities, terminate this Agreement and close the Customer’s Account.
The termination here herein shall be without prejudice to any damages to which the Company may be entitled as a result of the Customer's default and any penalty that may be due to it.
13.2 Consequence of the termination of the Services
The Customer acknowledges that the termination of the Services, for any reason whatsoever, entails the permanent closure of the Account and, where applicable, of the Admin and User Accounts.
All sums due or remaining to be invoiced shall become immediately payable.
The Customer expressly acknowledges that the Company cannot be held liable under any circumstances for any loss or alteration of the information stored on the Accounts, occurring after their closure, whatever the cause, and in particular following maintenance and/or updating operations of the Platform.
14. Prohibited behaviors
It is strictly forbidden to use the Services for the following purposes:
- the exercise of activities that are illegal, fraudulent or harmful to the rights or safety of third parties,
- the violation of public order or the violation of the laws and regulations in force,
- intrusion into the computer system of a third party or any activity likely to harm, control, interfere with, or intercept all or part of the computer system of a third party, violate its integrity or security,
- aiding or assisting, in any form and manner whatsoever, to one or more of the acts and activities described above,
- and more generally any practice that diverts the Services for purposes other than those for which they were designed.
It is strictly forbidden for any Customer to copy and/or divert for its purposes or those of third parties the concept, technologies or any other element of the Platform.
Are also strictly prohibited: (i) any behavior likely to interrupt, suspend, slow down or prevent the continuity of the Services, (ii) any intrusions or attempted intrusions into the Company's systems, (iii) any misappropriation of the Platform's system resources, (iv) any actions likely to impose a disproportionate burden on the latter's infrastructures , (v) any breach of security and authentication measures, (vi) any acts likely to harm the financial, commercial or moral rights and interests of the Company, and finally more generally (vii) any breach of this Agreement.
15. Sanctions for non-compliance
In the event of a breach of any of the provisions of the Agreement or, more generally, of infringement
of laws and regulations by the Customer, the Company reserves the right to:
(i) temporarily or permanently suspend, without delay, access to the Services by the Customer who has committed the breach or infringement, or who participated in it, and in particular, in the event of the provision of erroneous, incomplete, misleading or outdated information at the time of registration,
(ii) take all appropriate measures and take legal action,
(iii) to notify the competent authorities, where appropriate, to cooperate with them and to provide them with all information relevant to the investigation and suppression of illegal or unlawful activities.
In the event of the Customer's breach of an essential obligation arising from this Agreement, or repeated violation thereof, The Company reserves the right to terminate the Customer's access to all or part of the Services, with immediate effect, by email. The termination shall take effect automatically on the date of sending, by the Company, a written notification addressed to the Customer pursuant to this article. It automatically entails, without prior notice, the deletion of the Account, without prejudice to any other consequences that may be induced in application of the Agreement.
16. Limitations of Liability and Warranty of The Company
The Company undertakes to provide the Services with diligence and according to the rules of the art, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Customer expressly acknowledges and accepts.
The Customer acknowledges that the Company's intervention is limited to the provision of the Services. The Company has no knowledge of the contents of any kind that may be put online by the Customer and/or Administrator, on which it does not carry out any moderation, selection, verification or control of any kind and in respect of which it intervenes only as a hosting provider.
Consequently, the Company cannot be held liable for such content, and any possible claim must be directed in first to the author of the contents in question.
In addition, the Company acts as a technical intermediary between Customers and Users in providing the Platform allowing Customers to promote and market training contents to Users . The Company's liability is limited to the provision of these Services as described herein, to the exclusion of any other service.
In no event shall the Company be a party to any possible disputes between Customers and Users. Finally, the Company does not warrant Customers that:
● the Services, subject to constant research to improve their performance and progress, will be completely free of errors or defects;
● the Services being standard, and in no way offered for the sole purpose of the Customer according to its own personal requirements, will specifically meet the needs and expectations of the Customer;
● the Platform will operate uninterruptedly, the Company reserving the right to temporarily interrupt access to the Platform for maintenance reasons under the conditions of the article " service levels", and can in no way be held responsible for disruptions or failures of the Internet network or the telecommunications network, and more generally which would have
their origin in circumstances that are external to it or resulting from the force majeure as defined hereafter;
In the event of any technical disruption is occurring while the Platform redirects to the Provider’s LMS through API, and for which the Customer cannot be reasonably distinguish which of the Platform or the LMS is deficient, the Company will use professional diligence to interact with the Partner for assessing the cause of said technical incident and will keep the Customer informed of the steps that have been taken.
Subject to the above, the Company may be held liable for only direct damages suffered by the Customer, resulting from a breach of its contractual obligations as defined herein.
The Customer therefore waives the right to claim compensation from the Company in any capacity whatsoever for indirect damages, and in particular loss of profit, loss of chance, commercial or financial loss, increase in overhead costs or losses that originate or are the consequence of the execution of the Agreement.
In any event, the liability of the Company that may be incurred here under the Agreement shall be expressly limited to an amount that may not exceed the amount paid by the Customer to the Company for the Services during the twelve (12) months preceding the occurrence from which the damages resulted, whether a breach of the Agreement or any other cause.
The Company can only be held liable if the Customer has issued a complaint by registered letter with acknowledgment of receipt, within one (1) month of the said occurrence.
17. Personal data
Each Party declares that it complies with all the legal and regulatory obligations with regard to the protection of personal data aimed at guaranteeing, in particular, the security and confidentiality of the data collected and processed.
The Company applies a personal data protection policy, the characteristics of which are explained in the document entitled "Policy relating to the protection of personal data", accessible at www.yunoo.io/personal-data.
The Company will not be liable for any processing of personal data carried out by Customers as part of the activities of the said Customers carried out through the Platform and to which the Company is not part of it.
The Customer acknowledges and accepts that Company is acting as a subcontractor of personal data processing on the Platform as part of the Services. The Company expressly undertakes to carry out these processing operations on behalf of Customers and on the latter's instructions.
As such, it is expressly agreed between the Parties that the Company is prohibited from disclosing, exploiting and/or marketing, in any form whatsoever, directly or indirectly, in any way whatsoever, the data collected by the Customer from the Users.
In the context of their contractual relations, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and in particular to the European Data Protection Regulation No. 2016/679 of 27 April 2016. As such, they undertake to comply with the subcontracting articles, attached to this document in Annex 3, where the Customer and/or Users are from or located in European Union.
18. Links and Third-Party Sites
The Company will not be held responsible for the technical availability of websites operated by third parties (including Providers) to which the Customer or Users would access through the Platform.
19. Independence between the Parties
The Parties are legally independent of each other. Each Party shall act in its own name and on its own behalf. None of the stipulations of the Agreement may be interpreted as creating between the Parties a company, a joint venture, a mandate, a subsidiary, a relationship of agents or employees to employer, an association.
Each Party remains responsible for its acts, allegations, commitments, benefits, personal products, data. Neither Party may engage the responsibility of the other Party in any way whatsoever for its acts, allegations, commitments, services, personal products, data.
The Customer shall not assign or transfer, in whole or in part, the Agreement to any third party, without the prior written consent of the Company.
The fact that one of the Parties has not exercised any right or power in application of the provisions of the Agreement, or has exercised it late, shall not be interpreted as a waiver to exercise all or part of such right or power, and any single or partial exercise of any right or power shall not prevent a further enforcement of such right or power.
22. Force majeure
Neither Party may be held liable vis-à-vis the other Party in the event that the performance of its obligations is delayed, restricted or rendered impossible by the occurrence of an irresistible, unforeseeable and external event to the debtor of the obligation which prevents the latter from performing its obligations.
The occurrence of such event will initially suspend the execution of the Services for a period that may not exceed three (3) months. If the event continues beyond the aforementioned period, the Parties may terminate the Agreement, by operation of law, without judicial formality, without notice and without right to compensation of any kind whatsoever, by sending a registered letter with acknowledgment of receipt having immediate effect.
If any of the provisions of these General Terms were to be declared null and void or not applicable due to a law, a regulation or following a final decision rendered by a competent court, only that provision would be null and void, the other provisions shall retain all their force and scope.
24. Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in
accordance with the substantive laws of England and Wales, excluding any of its conflict of laws provisions. In the event of a dispute, both Parties shall endeavour to find an amicable solution.
IF AN AMICABLE AGREEMENT CANNOT BE REACHED BETWEEN THE PARTIES, AND FOR ANY DISPUTES BETWEEN THEM CONCERNING THE INTERPRETATION, PERFORMANCE OR TERMINATION OF THE AGREEMENT, JURISDICTION, SHALL BE EXPRESSLY ASSIGNED TO THE COMPETENT COURTS IN LONDON, EVEN IF THERE ARE MULTIPLE DEFENDANTS OR THIRD PARTIES ARE INTRODUCED, INCLUDING FOR EMERGENCY PROCEEDINGS OR PRECAUTIONARY PROCEEDINGS BY PROVISIONAL MEASURE OR PETITION.
25. Equitable Relief
Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under “Article Confidentiality” or, in the case of the Customer, use restrictions provisions, may cause the other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
26. Electronic signature
Each Party consents to the use of an electronic signature procedure and acknowledges its validity, in the same way and under the same conditions as a handwritten signature.
The Parties agree that each document generated, signed, exchanged and retained in accordance with this Agreement that has been signed electronically shall be admissible as proof before the English courts in the same way as a paper document signed manually.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
The Company Customer
Legal representative: David GEISMAR
Location: 73 Brunswick House, W69LH, Londres
In accordance with the European regulation for the protection of personal data, the Subcontracting clauses shall apply to any the Customer and/or Users that are from or located in European Union.
Description of the processing being subcontracted
The Company is authorized to process on behalf of the Customer the personal data of Users necessary to provide the Services and perform the operations as described in the General Conditions.
The Customer indicates to the Company that the purpose of the processing is the constitution of a file of Users and the monitoring of the history of the training contents purchased on the Platform.
Personal data processed are: email which might include name and first name, date of purchase, amount of the purchased content and collected by the Users as part of the Services (hereinafter together the "Data").
Obligations of the Company vis-à-vis the Client
The Company undertakes to:
● Process data only for the purposes that are the subject of subcontracting.
● Process the Data in accordance with the Customer's documented instructions. If the Company considers that an instruction constitutes a violation of the European regulations or any other provision of the applicable law, it immediately informs the Customer. In addition, if The Company is required to transfer data to a third country or an international organization, under Union law, it must inform the Customer before processing, unless the law concerned prohibits such information for reasons of public interest.
● Guarantee the confidentiality of the personal data processed here.
● Ensure that persons authorized to process the Data undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality and receive the necessary training in the protection of personal data.
● Take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default.
● The Company is authorized to subcontract the hosting of the Data to the Company Heroku located in Dublin, Ireland. The Customer acknowledges and accepts giving a general consent to the Company for subcontracting the hosting of the Data to any other subsequent subcontractors, subject to comply with the obligations of the Agreement, on behalf of and on instructions from the Customer. It is the Company's responsibility to ensure that the subsequent processor presents the same sufficient guarantees as to the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the European Data Protection Regulation. If the subsequent processor does not fulfil its data protection obligations, the Company
remains fully liable to the Customer for the performance by the other processor of its obligations.
● It is the Customer's responsibility to provide the information to the persons concerned by the processing operations at the time of data collection.
● As far as possible, the Company must help the Customer to fulfil its data obligation following requests to exercise the rights of the persons concerned. In this context, when the persons concerned make such requests to the Company, the Company must send these requests upon receipt to the Customer by e-mail to the address provided by the Customer at the time of registration of its Account.
● The Company will notify the Customer of any personal data breach within a maximum period of 72 hours after becoming aware of it and by email. This notification is accompanied by any useful documentation to allow the Customer, if necessary, to notify this violation to the competent supervisory authority.
● The Company will assist the Customer in carrying out an impact assessment relating to data protection and in carrying out prior consultation with the supervisory authority.
● At the end of the provision of Services relating to the processing of Data, the Company undertakes to destroy all Data.
● The Company will inform the Customer of the name and contact details of its data protection officer if it has appointed one.
● The Company declares to keep a written record of all categories of processing activities carried out on behalf of the Customer.
● The Company makes available to the Customer the necessary documentation to demonstrate compliance with all its obligations and to enable the Customer to carry out audits, including inspections.
Obligations of the Customer vis-à-vis the Company
The Customer undertakes to:
● Provide the Company with the Data referred to herein.
● Document in writing any instructions regarding the processing of data by the Company.
● Ensure, before and throughout the duration of the processing, compliance with the obligations provided for by the European regulation.
● Supervise treatment.