General terms and conditions of sale

1. PRESENTATION
Forhom by Egis is a registered trademark, corresponding to the training and consultancy products of the company "Egis Conseil", whose registered office is located at 4 rue Dolorès Ibarruri, 93100 Montreuil. 

Forhom by Egis develops, offers and delivers inter- and intra-company face-to-face training courses, open and distance training courses in e-learning mode and blended training courses combining face-to-face and e-learning. Forhom By Egis also carries out studies and operational consultancy for public and private organisations (all services of Forhom by Egis are hereinafter referred to as 'the Forhom Service Offering' or 'the Egis Service Offering' or 'the Service Offering').

2. Subject
These General Terms and Conditions of Sale (hereinafter referred to as the "GTCS") apply to all offers of Forhom services relating to orders placed with Forhom by Egis by any business customer (hereinafter referred to as the "Customer").

Placing an order implies the Customer's full and unreserved acceptance of these GCS. Any condition to the contrary and in particular any general or specific condition opposed by the Customer may not, without Forhom's formal and written acceptance, prevail over these GCS, regardless of when it may have been brought to Forhom's attention. The fact that Forhom does not avail itself at a given time of any of these GTS may not be interpreted as a waiver of the right to avail itself of them at a later date.

The Customer is responsible for compliance with these GTS by all its employees, servants and agents.

The Customer also acknowledges that, prior to any order, he/she has received sufficient information and advice from Forhom, enabling him/her to ensure that the Service Offering meets his/her needs.

3. PROVISIONS APPLICABLE TO ALL FORHOM SERVICES

The proposal and prices indicated by Forhom are valid for one (1) month from the date on which the quotation or proforma invoice is sent.

The offer of services is deemed to have been accepted upon receipt by Forhom of payment for the services, or where provided for contractually, upon receipt of an order letter signed by any duly authorised representative of the Client.

Payment for services and/or the issue of an order letter and/or agreement to a proposal implies knowledge and irrevocable and unreserved acceptance of these conditions, which may be modified by Forhom at any time, without prior notice, and without this modification giving rise to any right to compensation on the part of the Customer.

3.2 Financial terms and conditions
The price of the services must be paid in cash, without discount, to Egis Forhom at the time the order is placed, no later than one month before the start of the training course or service.

3.2.1. For customers in France:
All prices are quoted exclusive of tax and are to be increased by the current VAT rate.

3.2.2. For customers outside France:
Services provided in France are not subject to French VAT, art. 44 - VAT Directive. Customer located outside French territory.

In all cases, the price does not include any tax or duty applicable in the Customer's country.

In the event of the application of a withholding tax by the Client, the amount of the contract excluding VAT shall be increased by the amount of this withholding tax so as to ensure that the Consultant receives full payment of the amount of the contract excluding VAT before any deductions.

Similarly, if the Consultant is required to register and stamp the contract or to pay VAT locally, any registration and stamp duties or VAT paid by the Consultant shall be added to the amount exclusive of tax of the contract in such a way as to ensure that the Consultant pays the full amount exclusive of tax provided for in the contract before payment of these duties.

3.3. Invoicing - Payment
In the event of late payment, Forhom may suspend all orders in progress and disable access to the E-learning module(s), without prejudice to any other course of action.

Any sum not paid on the due date will automatically and without prior notice lead to the application of penalties equal to three times the legal interest rate. Forhom will have the right to suspend the service until full payment has been made and to obtain payment by legal means at the Customer's expense, without prejudice to any other damages that may be owed to Forhom.

In accordance with article L 441-6 of the French Commercial Code, any payment after the due date will give rise to the payment of a fixed indemnity of €40 for collection costs. An additional indemnity may be claimed, with justification, if the recovery costs incurred exceed the amount of the fixed indemnity.

3.4. Certificate of successful completion
At the request of Institut Forhom and subject to full completion of the contract, the Customer undertakes to provide a certificate of successful completion on headed paper attesting to the successful completion of the services. The document will be signed by any duly authorised representative of the Customer.

3.5. Services ancillary to the training offer in France
Unless otherwise stipulated in the Forhom service offer sent to the Customer, the conditions for the provision of training in France provide for :

3.5.1. Organisation of the stay in France Training courses in France do not include :
- International travel and approach fees

- Accommodation and catering costs for participants (excluding lunch when provided for in Forhom's offer)

- Insurance covering the risks of illness, accident and repatriation. This insurance is compulsory and the customer undertakes to

provide, on request, a copy of the insurance policy taken out before the participants' departure.

In order to best prepare for the arrival of the participants, the Client undertakes to inform Forhom by Egis as soon as it is aware of the day and time of arrival of the participants.

3.5.2. Hotel reservations
Forhom provides assistance with hotel reservations for participants in training courses taking place in France.

The customer is fully responsible for his/her relationship with the hotel service provider partner of Forhom by Egis and expressly accepts its terms and conditions of sale, particularly with regard to prices, payment of deposits, payment, booking or cancellation conditions.

Forhom by Egis declines all responsibility for the services of hotel service providers. In the event of cancellation, or a change in the arrival date of the participant(s), any amounts due to the service provider remain the responsibility of the customer or participants.

3.5.3. Airport or station transfer
In some cases, Forhom's services include transfers between the airport (training courses in the Paris region) or the train station (training courses in the provinces) and the participants' accommodation. These transfers are arranged to or from Institut Forhom's hotel partners.

Any change to the dates, times or place of destination or pick-up of participants may give rise to specific costs which remain at the customer's expense. In any event, in the event of arrival after the start date of the training course, the transfer remains the responsibility of the participant(s).

4.2 Inter-company training courses

4.2.1. Description
The provisions of this article concern long or short inter-company training courses available in the Forhom catalogue and carried out on Forhom premises or premises made available by Forhom.

Inter-company training dates are set by Forhom and are firmly blocked.

4.2.2. Cancellation of enrolment at the Customer's initiative
In the event of cancellation by the Customer for reasons of service, refusal of visas or force majeure before the start of the course, the Customer may, subject to presentation of proof sent no later than one working day before the start date of the course:

Either: within a maximum period of one month following the cancellation, make a written request for reimbursement of the fees paid. This reimbursement will be made (after deduction of any exchange charges or bank commission) solely to the organisation financing the course.

Or: request a credit note for the amount of the course. Forhom will issue a credit note valid for any other course until 31 December of the following year. The credit note may be used for the same person or for another person designated by the structure by sending a letter by any duly authorised representative of the Customer. If the cost of the new training course exceeds that of the training course initially chosen, registration becomes definitive on receipt of payment of the difference by Forhom by Egis.

4.2.3. Cancellation or postponement at Forhom's initiative

If Forhom by Egis considers that the conditions are not met for the proper implementation of the services, it reserves the right to cancel or postpone the training course at the latest one week before the scheduled date, without compensation. This provision also includes the case where the number of participants is insufficient to ensure that the training session runs smoothly. In this case, the same conditions for postponement or reimbursement will apply as those set out in article 4.2.2.

4.3. In-company training
4.3.1. Description
The provisions of this article concern customised intra-company training courses carried out on Forhom's premises, the Customer's premises or premises made available by the Customer.

4.3.2. Training dates and locations
Unless otherwise stipulated in the service offer, the dates and places of training are agreed in good understanding between Forhom and the Client, after payment for the services, and taking into account the availability of participants and trainers.

Any request by the client to change the dates or location of the training must be validated in advance by Forhom. These modifications may result in additional costs, which may give rise to additional invoicing.

4.3.3. Cancellation or postponement at the customer's initiative :
Application of the provisions of article 4.1.1.

4.3.4. Cancellation or postponement at Forhom's initiative :
Application of the provisions of article 4.1.2.

4.4 E-learning training
4.4.1. Description
E-learning consists of the provision of open and distance training using training modules in a secure electronic space.

In the context of E-learning, Forhom grants the Customer :

- the opening of access keys to the Forhom LMS platform service, for the benefit of the end user (the User), defined as any natural person holding a user login account enabling him/her to access the module(s) for a period of 6 (six) months from acknowledgement of receipt of the access confirmation e-mail sent by Forhom, at the end of which period access will be deactivated;

- the right to access the module(s) selected by the Customer;
- the Customer's right to obtain an evaluation before and after the User's training course;
- the provision to the Customer of a report enabling full traceability of the training ("reporting").

4.4.2. Pre-testing and technical prerequisites
Where applicable, a preliminary test will be carried out before the order form is signed between Forhom and an authorised representative of the Customer, who will ensure that the Customer's technical environment is permanently compatible with Forhom's LMS platform, whatever changes it may undergo; the Customer will not be able to claim incompatibility or lack of access to the module(s) after the preliminary test.

4.4.3. Access to the module(s)
On receipt of payment for the services, Forhom will send the User's e-mail address a login and password giving the User access to the module(s) selected by the Customer.

Unless otherwise agreed, an invoice is drawn up and sent to the Customer as soon as Forhom has created the access codes enabling access to the module(s).

4.4.4. Duration of access to the module(s)
Unless specific provisions are expressly accepted by Forhom, the rights to use the module(s) accessible on Forhom's LMS platform are granted for :

- a period of 6 (months) months from the opening of the access keys to the Forhom LMS platform service;
- a defined number of Users;
- the version available of the Forhom E-learning module(s) on the date of acceptance of the order by Forhom.

4.4.5. Perimeter of Users
Except in the case of specific conditions expressly accepted by Forhom, particularly in the case of affiliated companies within a group of companies, the rights to use the module(s) are granted solely to the Customer who signs the order form.

4.4.6. Personal right of use
The login and password, delivered electronically to the User, are sensitive, strictly personal and confidential information, placed under the exclusive responsibility of the Customer. As such, they may not be transferred, resold or shared.

The Customer guarantees Forhom that all Users will comply with this clause and will be liable for any fraudulent or abusive use of the access codes.

The Customer shall inform Forhom without delay of the loss or theft of access keys.

In the event of a breach of the inalienability clause or of the sharing of access keys, Forhom reserves the right to suspend the service, without compensation, prior notice or prior information.

4.4.7. Characteristics of the e-learning module(s)
Unless specific conditions are expressly stipulated, each training module is available in various languages, details of which appear in the E-learning catalogue published by Forhom and are the subject of a description sheet available in the Catalogue.

The duration of the course is given as an indication only.

Forhom reserves the right to modify the training module(s) offered on its LMS platform, both in their general organisation and in their nature and content, without this modification giving rise to any right to compensation for the Client.

Forhom may provide, at the Customer's request, any computerised proof of registration and monitoring of the distance learning carried out.

4.4.8 Forhom guarantees
Forhom undertakes to do its utmost to allow access to its LMS platform, 7 days a week, 24 hours a day, for the duration of the rights of use of the module(s), except in the event of a breakdown or technical constraints linked to the specific characteristics of the Internet network.

The Customer undertakes to inform Forhom within 24 hours of discovering a technical malfunction.

Forhom will make its best efforts to ensure that the LMS platform functions reliably and continuously. However, the Customer acknowledges that no one can guarantee that the Internet network will function properly.

In the event of an interruption of service by Forhom due to corrective maintenance, Forhom will make every effort to remedy the malfunction within 24 working hours. After this period, Forhom will extend access to the module(s) for Users for a period corresponding to that of the unavailability.

In the event of ongoing maintenance of its LMS platform, Forhom may also temporarily interrupt access. Forhom will then endeavour to limit the time during which the service is interrupted and will endeavour to give prior notice to the Customer. The Customer undertakes not to claim compensation or damages from Forhom.

Forhom will extend access to the Module(s) for the benefit of Users for a period corresponding to that of the unavailability.

4.4.9. Non-conformity or anomalies observed by the Customer on the module(s)
Non-conformity" refers to any discrepancy between the module(s) delivered and the order form signed by the Customer.

Anomaly" means any failure, incident, blockage, degradation of performance, non-compliance with functionalities, preventing the normal use of all or part of the module(s).

Forhom does not guarantee uninterrupted and error-free operation of the module(s).

Any complaint concerning the non-conformity or anomaly of the module(s) delivered must be made in writing within 8 (eight) days following delivery of the access keys to the module(s). It is the Customer's responsibility to provide any justification as to the reality of the anomalies or non-conformities observed. Only Forhom may intervene on the module(s). The Customer will refrain from intervening himself or having a third party intervene for this purpose.

However, the guarantee is not applicable if the anomaly is caused by the following cases, without this list being exhaustive: - The technical prerequisites have been modified without Forhom's prior agreement.
- The anomalies are due to programs not supplied by Forhom.
- The anomalies are linked to incorrect handling.

4.4.10. Telephone assistance
Forhom makes available to the contact person contractually designated by the Customer, a telephone assistance service that can be reached from 9 am to 6 pm on working days in France.

The purpose of the telephone assistance is to identify the malfunction and, depending on the difficulty encountered, either to provide an immediate response or to specify the period within which the response will be given. If the fault is Forhom's responsibility, and subject to the Customer's compliance with the conditions referred to in chapter 7 hereof, Forhom undertakes to do its utmost to resolve the fault or to provide an acceptable workaround solution as soon as possible.

No on-site maintenance is planned.

4.4.11. Cookies
The Client will inform each User that a cookie, which is a block of data enabling Forhom to identify the User and used to record information essential for browsing the Forhom LMS platform, may be automatically installed on the User's browser software. Browser software settings allow the User to be informed of the presence of a cookie and, if necessary, to refuse it. The cookie installed contains only the User's identifier and does not enable third-party sites to identify the User. The Customer will nevertheless inform the User that it is preferable to tick the disconnection option each time the User session is closed.

5. OTHER APPLICABLE PROVISIONS
5.1. Limitations of Forhom's liability
Under no circumstances may Forhom be held liable for any technical failure of the equipment, any misuse of the E-learning training module(s) by Users or any cause beyond Forhom's control.

Whatever the type of service, Forhom's liability is expressly limited to compensation for direct damage proven by the Client. Forhom's liability is limited to the amount of the price paid by the Client for the service in question.

Under no circumstances may Forhom be held liable for indirect damage such as loss of data, file(s), operating loss, commercial loss, loss of earnings, damage to image and reputation.

5.2. Force majeure
Forhom may not be held liable to the Customer in the event of non-performance of its obligations resulting from an event of force majeure. The following are considered to be cases of force majeure or fortuitous events, in addition to those usually recognised by the jurisprudence of the French Courts and Tribunals and without this list being restrictive: illness or accident of a consultant or training leader, strikes or industrial disputes internal or external to Forhom, natural disasters, fires, failure to obtain visas, work permits or other permits, laws or regulations subsequently introduced, interruption of telecommunications, interruption of energy supply, interruption of communications or transport of any kind, or any other circumstance beyond the reasonable control of Forhom.

5.3. Intellectual property rights
Forhom (or its partners / trainers) is the sole owner of the intellectual property rights of all the training courses it offers to its Clients. To this end, all content and teaching aids, whatever their form (paper, electronic, digital, oral, etc.) used by Forhom to provide training, remain the exclusive property of Forhom or its partners/trainers. As such, they may not be used, transformed, reproduced or exploited in any way not expressly authorised within or outside the Client without the express agreement of Forhom. In particular, the Customer undertakes not to use the content of the training courses to train persons other than its own staff and will be held liable on the basis of articles L. 122-4 and L. 335-2 et seq. of the French Intellectual Property Code in the event of unauthorised transfer or communication of the content.

Any reproduction, representation, modification, publication, transmission, distortion, in whole or in part, of the training content, including the E-Learning module(s), as well as any databases appearing on the Forhom LMS platform, are strictly prohibited, whatever the process and medium used. In return for payment of the corresponding price, the E-Learning modules are subject to a personal, non-transferable and non-exclusive right of use for a limited period of six months from the opening of the access keys.

In any event, Forhom remains the owner of its tools, methods and know-how developed prior to or during the provision of services to the Customer.

5.4. Confidentiality
The parties undertake to keep confidential all information and documents concerning the other party of any nature whatsoever, whether economic, technical or commercial, to which they may have access during the performance of the contract or during exchanges that took place prior to the conclusion of the contract, in particular all information appearing in the commercial and financial proposal sent by Forhom to the Client.

5.5. Communication
The Client agrees to be named by Forhom as a client of its service offers, at Forhom's expense. Subject to compliance with the provisions of article 7.5, Forhom may mention the name of the Client, its logo as well as an objective description of the nature of the services, the subject of the contract, in its lists of references and proposals for the attention of its prospects and clients, in particular on its website, interviews with third parties, communications to its personnel, internal management planning documents, annual report to shareholders, as well as in the event of legal, regulatory or accounting provisions requiring it.

5.6. Protection of participants' personal data
Participants' personal data is used strictly within the framework of registration, execution and follow-up of their training by the Forhom departments in charge of processing. This data is necessary for the execution of the training course in application of article L 6353-9 of the French Labour Code and the associated Forhom services, including access to the online training platform. They are kept for the legal period of prescription of administrative and financial controls applicable to training actions. In application of the regulations on the protection of personal data, the participant benefits from a right of access, rectification, limitation of processing as well as a right of opposition and portability of his/her data if applicable, which may be exercised by contacting Forhom.

The participant also has the right to lodge a complaint with a supervisory authority if necessary.

As the party responsible for processing its staff file, the Client undertakes to inform each participant that personal data concerning him/her is collected and processed by Forhom for the purposes of carrying out and monitoring the training under the conditions defined above.

The provisions of the Egis policy on the protection of personal data are automatically applicable and are available on the www.egis.fr website.

5.7. Applicable law - Jurisdiction
These general terms and conditions are governed by French law.

In the event of a dispute arising between the customer and Institut Forhom during the performance of the contract, an amicable solution will be sought. Failing this, the Commercial Court of Versailles will have jurisdiction.