:::::: Article I — Scope

These general conditions of sale govern all the services provided by AKTEOS as part of its training and consulting services whatever their form, content or the place where they are dispensed. In using any of these services, the client accepts these general conditions of sale.

:::::: Article II — Training agreements

When the service is covered by Book 3 of Part 6 of the French Labour Code relating to in-service professional training, it shall be the subject of a training agreement between AKTEOS and the CLIENT.

:::::: Article III — Orders

The estimate accepted by the CLIENT or the training agreement concluded between AKTEOS and the CLIENT shall serve as a firm and definitive order. AKTEOS shall reserve the right to withhold the service until those documents are received. The exact nature of the service to be performed and the material conditions in which it will be performed, whether on the premises of AKTEOS, of the CLIENT or any other place controlled by the latter, shall be described in detail. Under no circumstances shall the consultants, teachers or any other staff member on loan be able to accept any task or mission without the express agreement of the management of AKTEOS.

:::::: Article IV — Invoicing

Training estimates and agreements shall be based on the rates in force on the day of the order and on the service's specific features. The rates used for the establishement of training estimates and agreements shall take account of the nature, purpose and lenght of the services, the number of trainees or students proposed by the CLIENT and the number of consultants, trainers and other staff members that AKTEOS assigns to the said services. The services shall be invoiced on the bases and conditions mentioned in the accepted estimates or the training agreements. In the event that the CLIENT defaults on the order, all the sums spent or committed by AKTEOS shall be invoiced. However, in the event that the CLIENT cancels an order, if notice is given less than fifteen calendar days before the commencement of the training or session, the service shall be invoiced in full.

In the event that the CLIENT cancels a coaching, debriefing or consultancy session, if notice is given less than 48 hours before the commencement of the session, the service shall be invoiced in full.

If a service cannot be performed in full because of an act that cannot be attributed to AKTEOS, AKTEOS will use the lowest costs borne in its invoicing.

:::::: Article V — Payment terms

Unless otherwise mentioned, all invoices shall be net and without discount and payable in cash on receipt. These payment terms shall apply to all AKTEOS clients. There shall be no exemptions unless the parties reach a separate, express agreement. In the event that a body which manages training funds pays the training expenses, it shall be the CLIENT's responsibility to supply that body with all the necessary information and to check whether the funds are actually available. In the event that said body cannot pay the costs by the agreed deadline, for whatever reason, AKTEOS shall be justified in demanding them from the CLIENT, which shall have joint and several liability for said expenses vis-à-vis AKTEOS. If the CLIENT does not pay any sum due to AKTEOS by the contractual deadline, and ignores a warning notice, the sum will accumulate interest based on the Banque de France discount rate in force on the date that the said payment was supposed to have been made. This clause in no way exempts the CLIENT from the requirement to pay the sums due in full. In the event that payment is delayed, and after a warning notice has gone unheeded, the principal sum shall be increased by way of a non-reducible penalty clause pursuant to Article 1229 of the French Civil Code, by a fixed indemnification set at 10% of the sums due, wihout prejudice to contractually agreed interest on sums overdue. In the event of late payment when the services are spread out over time, AKTEOS shall reserve the right to suspend the services until those that have already been invoiced are paid in full.

:::::: Article VI — Documents and proof

AKTEOS will give the CLIENT all documents and proof showing that the students attended the courses given.

:::::: Article VII — Changes in the composition of groups

The CLIENT shall make no changes in the composition of the groups without the express agreement of AKTEOS. Such agreement shall be granted only after the CLIENT has presented a written request at least eight calendar days before the course starts, and if the change requested will not adversely affect either the quality or the smooth running of the course.

:::::: Article VIII — Postponements

In the event that the trainer or consultant cannot perform the service or teach the course on the agreed dates, AKTEOS agrees to do everything in its power to replace the trainer or consultant. In the event that a replacement is impossible, AKTEOS reserves the right to postpone the course to a later date. In the event of an inter-company training session, when the number of registered students is less than four, AKTEOS reserves the right to postpone the training session to a later date or reduce the length in proportion to the number of students. In the event of a postponement to a later date, AKTEOS will do everything in its power to find a new date within three months of the initially scheduled date.

:::::: Article IX — Liability

AKTEOS shall be obliged to exercise due care in the provision of its services.

:::::: Article X — Intellectual property

Akteos is and remains the sole owner of all intellectual property rights attached to the services it offers to CUSTOMERS.

Acceptance of the quote or the conclusion of a training agreement between Akteos and the CUSTOMER does not imply any transfer or license of intellectual property rights held by Akteos. To this end, all content, interfaces, media and documentation in whatever form (paper, electronic, digital, oral, etc.), as well as the tools and methods used by AKTEOS to provide training remain the exclusive property of AKTEOS.

The CUSTOMER may only use the services and documentation provided by Akteos for the purposes stipulated in the estimate or the training agreement. This right of use is granted on a strictly personal basis and with regard to its needs as defined beforehand. The CUSTOMER may not, under any circumstances, use or exploit the content of the training courses or the documentation for any use not expressly authorised by AKTEOS.

The CUSTOMER is prohibited from reproducing, representing, modifying, transforming, distorting, publishing or transmitting, in whole or in part, all of the content and documentation
relating to the SERVICES.

:::::: Article XI — Jurisdiction

Any disputes that cannot be settled out of court shall come under the exclusive jurisdiction of the Commercial Court (Tribunal de Commerce) of the Hauts-de-Seine, France, regardless of where the CLIENT's head office or residence is located, notwithstanding multiple defendants or the introduction of third parties. This clause is included in the interests of AKTEOS, which reserves the right to waive it. In the event of a dispute with a foreign CLIENT, only French law will apply.