Terms and Conditions

SKILLUP reserves the right to modify or update its general terms and conditions at any time. The general terms and conditions applicable on the day of the order can be consulted on the www.en.skillup.co website. 

1. Subject

These General Terms and Conditions of Sale (hereinafter "GTCS") apply to all orders placed with SKILLUP by its customers (hereinafter "Customer(s)"), both in France and abroad.  

Placing an order implies the customer's full and unreserved acceptance of these GTCS, with the Customer guaranteeing compliance with them by all its employees, servants and agents.  

To this end, the customer acknowledges that, prior to signing the order form, it has received sufficient information and advice from SKILLUP, enabling it to ensure that the services offered meet its needs.  

2. Access to the service 

The customer must ensure beforehand, and throughout the use of the service, that its technical environment is permanently compatible with the platform used by SKILLUP. SKILLUP is available to the customer to carry out the necessary technical tests.  

The customer must therefore have a valid email address and a computer with the following minimum specifications:  

Operating system: iOS 9+ or macOS 10.11+ or Windows 7+ or Android 6+.  

Browser: Internet Explorer 11+ or Edge or Chrome 50+ or Safari 10+ or Firefox 45+. 

3. Terms of use of the service 

SKILLUP provides the customer with an application service accessible on its server via the Internet network.  

SKILLUP grants the customer a personal, non-exclusive, non-assignable and non-transferable right to use the Application Service.  

The number of employees who may access the Application Service is shown on the order form signed by the customer. The scope of use of the portal, if it is limited to the company, also appears on the order form.  

SKILLUP reserves the right to carry out any maintenance operation on its server and will endeavor to give the customer at least forty-eight (48) hours' notice, to limit the time the service is interrupted to the strict minimum, and to extend access to the module for a period corresponding to that of the service interruption.  

The customer undertakes not to claim any compensation in this respect and furthermore declares that it accepts both the characteristics and the limits of the service provided by SKILLUP.  

4. Commitments of SKILLUP 

 

SKILLUP undertakes throughout the duration of the contract:  

To assign the customer a dedicated contact for the smooth running of the project  

To respond within a reasonable time to all requests from the customer by e-mail or telephone.

Guarantee the availability of the service and carry out all necessary maintenance operations. More specifically, the Service Provider undertakes to achieve an availability rate of 99%.  

SKILLUP is responsible for the corrective and evolutionary maintenance of the Application Services. 

5. Price, Payment & Duration  

Price  

The price appears on the order form signed by the Customer. It is expressed in euros exclusive of tax and is subject to the VAT rate in force.  

Payment  

Invoices are payable on receipt of the invoice - or in accordance with the conditions indicated on the order form - by check or bank transfer.  

In the event of late payment, penalties equal to three (3) times the legal interest rate in force on the date of the order will be payable by operation of law without the need for a reminder, as well as a fixed indemnity for collection costs of forty (40) Euros. In addition, any subsequent payment, whatever the cause, will be charged immediately and by priority to the extinction of the oldest of the debts.  

Duration  

The Contract will come into force from the date of signature of the order form and will produce its effects for an initial period mentioned on the order form signed by the customer. It will be automatically renewed for successive periods of one (1) year, unless terminated by either of the Parties by registered letter with acknowledgement of receipt, giving at least ninety (90) days' notice before the expiry of the initial term or the current renewal period. 

6. Termination

Notwithstanding the provisions of Article 5 above, the Contract may be terminated as of right, without compensation or notice, in the event of non-performance by one of the Parties of its obligations, thirty (30) days after formal notice has been sent by registered letter with acknowledgement of receipt, with no effect, without prejudice to any damages. 

7. Liability and compensation 

SKILLUP's liability to the customer is limited to compensation for direct damage proven by the Customer and is in any event limited to the amount paid by the Customer for the service provided.  

Under no circumstances may SKILLUP be held liable for indirect damage such as loss of data, loss of files, operating loss, commercial loss, loss of earnings or damage to image and reputation.  

The parties undertake to keep confidential any information and documents of an economic, technical or commercial nature concerning the other party to which they may have access during the execution of the order. 

8. Fight against corruption 

The Parties undertake to comply with the laws and regulations in force, in particular Law no. 2016-1691 of 9 December 2016 relating to "transparency, the fight against corruption and the modernization of economic life." Consequently, each Party declares that it, its managers and employees, and its subsidiaries and subcontractors comply with national and/or European and/or international laws and regulations on the fight against fraud and corruption and undertakes to prevent and put a stop to any behavior that contravenes the regulations in force.  

Each Party certifies that it will not act with a view to offering an undue advantage, financial or of any other nature, since entering into the relationship, and takes / will take all reasonable measures to prevent any influence of this nature.  

Each of the Parties undertakes not to offer, give or accept the award to employees of the other Party, its agents or any person acting on its behalf, of any gift or advantage, whether pecuniary or otherwise, constituting corruption, during the negotiation, conclusion or performance of the Agreement. Similarly, each of the Parties undertakes not to accept any such gift or advantage from employees, agents or any person acting on behalf of the other Party.  

Each of the Parties undertakes to notify the other as soon as possible if it becomes aware of an act of corruption in connection with the negotiation, conclusion or performance of the Agreement or if it has sufficient evidence to suspect such an act. 

9. Assignment 

This Agreement may not under any circumstances be assigned, in whole or in part, for valuable consideration or free of charge, by either Party without the prior written consent of the other Party. The essential elements of the contract, such as the duration, price and nature of the services, may not be affected by the transfer. 

10. Undeclared work 

In accordance with the provisions of Articles L. 8222-1, and D. 8222-5, L.8254-1 and D.8254-2 of the French Labour Code, the Service Provider undertakes to provide the following documents at the Customer's request:  

A certificate of provision of social declarations issued by the social protection body responsible for collecting the social security contributions and contributions incumbent on the Service Provider and dating back less than six months,  

An extract from the company register (K or K bis),  

A sworn statement from the co-contractor that the work will be carried out by employees who are legally employed in accordance with articles L. 1221-10, L. 3243-2 and R. 3243-1.  

A list of the names of foreign employees subject to the work permit provided for in article L. 5221-2. Or, where applicable, a statement on honor certifying the absence of foreign employees subject to the work permit provided for in article L. 5221-2 of the French Labor Code. 

11. Modification 

Any request to modify the services during the term of the Contract must be made in writing by the Customer to the Service Provider and must specify the nature and implications of the proposed modification. The Service Provider will respond with a written proposal, indicating the cost, conditions and timetable for carrying out the change. Once the Customer has agreed to this proposal, the agreed modification may be the subject of an amendment to the Contract signed by the Parties.  

In the event of the occurrence of an event likely to modify the economic equilibrium of the Contract which could not be foreseen on the date of signature of the Contract and which would make the performance of the Contract more difficult, the Parties undertake to negotiate in good faith an amendment to the Contract, in order to re-establish an economic equilibrium satisfactory to both Parties. Failing agreement between the Parties within a reasonable period, either Party may terminate the Contract as of right, subject to giving thirty (30) days' notice and without any compensation being due in this respect. 

12. Independence of the Parties 

It is expressly understood and agreed that nothing contained in this Contract shall be construed as appointing either Party as the agent of the other Party for any purpose whatsoever; that neither Party shall bind or attempt to bind the other Party to any contract whatsoever or to the performance of any obligations whatsoever, or represent to third parties that it is entitled to make commitments on behalf of the other Party.  

Furthermore, insofar as is necessary, the present contractual relationship may not be interpreted as creating a de facto partnership between the Parties and entailing joint and several liability of one vis-à-vis the other. 

13. Nullity 

The fact that either of the Parties waives the right to invoke the breach of any of the provisions of this Contract shall not prevent the subsequent application of this clause and shall not be considered as a waiver of the right to invoke any other breach.  

In the same way, tolerance in relation to the application of the clauses and conditions of this Contract may never, regardless of its duration or frequency, be considered as a modification or cancellation of these clauses and conditions.  

Finally, the invalidity of any of the provisions of this Contract, in whole or in part, shall not affect the remainder of the Contract, which shall remain in force without change. The Parties will endeavor to replace the provision by referring to the spirit of the Contract.   

14. Force majeure 

In accordance with the provisions of article 1218 of the French Civil Code, each of the parties will be released from any liability if the non-performance of its obligations results from the occurrence of an event constituting force majeure.  

Force majeure is considered to be an event beyond the control of the debtor, which could not reasonably have been foreseen when the contract was concluded and the effects of which cannot be avoided by appropriate measures, preventing the debtor from performing its obligation.  

If the impediment is temporary, performance of the obligation is suspended unless the resulting delay justifies termination of the contract. If the impediment is definitive, the contract is terminated ipso jure and the parties are released from their obligations.  

In the event of force majeure, the Parties shall use their best endeavors to continue to perform the present contract.  

The party invoking the case of force majeure must, without delay and by any means, inform the other party of its inability to perform and justify this to the latter.  

The suspension of the performance of the obligations must be confirmed without delay by registered letter with acknowledgement of receipt specifying the reasons, the foreseeable consequences and their probable duration.  

If, at the end of a period of fifteen (15) days, the party invoking force majeure is still unable to perform its obligations, the other party may terminate the contract in whole or in part and without compensation, after giving fifteen (15) days' notice by registered letter with acknowledgement of receipt.  

If termination is not requested, the duration of the obligations affected by the case of force majeure is automatically extended by a period equal to the delay caused by the occurrence of the case of force majeure.

15. Compliance with the European Data Protection Regulation 

In the context of their contractual relationship, the parties undertake to comply with the regulations in force applicable 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 applicable from 25 May 2018.  

Definitions  

Sub-processor: refers to SKILLUP in the context of the European Data Protection Regulation.  

Data Controller: refers to the Customer in the context of the European Data Protection Regulation.  

The Sub-processor undertakes to: 

1. process the data solely for the sole purpose(s) for which it has been subcontracted  
2. guarantee the confidentiality of personal data processed under this contract 
3. ensure that persons authorized to process personal data under this contract: 
   1. undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality 
   2. receive the necessary training in the protection of personal data 
4. take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default. 
5. The Sub-Contractor may call upon another Sub-Contractor to carry out specific processing activities. In this case, it must inform the Data Controller in advance and in writing of any planned changes concerning the addition or replacement of other Sub-Contractors. This information must clearly indicate the processing activities subcontracted, the identity and contact details of the Subcontractor and the dates of the subcontract. The Data Controller has a minimum of one (1) month from the date of receipt of this information to present its objections. This sub-contracting may only be carried out if the Data Controller has not raised any objections within the agreed period. The subsequent Sub-Contractor is required to comply with the obligations of this contract on behalf of and in accordance with the instructions of the Data Controller. It is the responsibility of the initial Sub-Processor to ensure that the subsequent Sub-Processor presents the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the Processing meets the requirements of the European Data Protection Regulation. If the subsequent Sub-Contractor does not fulfil its data protection obligations, the initial Sub-Contractor remains fully responsible to the Data Controller for the performance by the other Sub-Contractor of its obligations. 
6. It is the Data Controller's responsibility to provide information to data subjects at the time of data collection. 
7. Insofar as possible, the Sub-Contractor must assist the Data Controller in fulfilling its obligation to comply with requests to exercise the rights of data subjects: right of access, rectification, erasure and objection, right to restrict processing, right to data portability, right not to be subject to an automated individual decision (including profiling). The Sub-Contractor must respond, in the name and on behalf of the Data Controller and within the time limits stipulated by the European Data Protection Regulation, to requests from data subjects in the event that they exercise their rights, with regard to the data that is the subject of the sub-contracting provided for in this contract. 
8. Notification of personal data breaches: The Sub-Contractor shall notify the Data Controller of any personal data breach within a maximum of twelve (12) hours of becoming aware of it, by e-mail to the following address: hugues@skillup.co. This notification shall be accompanied by any useful documentation to enable the Data Controller, if necessary, to notify this breach to the competent supervisory authority. 
9. Assistance from the Sub-Contractor in the context of the Data Controller's compliance with its obligations. The Sub-Contractor assists the Data Controller in carrying out data protection impact assessments. The Sub-Contractor assists the Data Controller in carrying out prior consultation with the supervisory authority. 
10. Security measures. The Sub-Contractor undertakes to implement the following security measures: 
    1. the means to guarantee the confidentiality, integrity, availability and constant resilience of the processing systems and services 
    2. the means to restore the availability of and access to personal data within appropriate timeframes in the event of a physical or technical incident 
    3. a procedure for regularly testing, analyzing and evaluating the effectiveness of technical and organizational measures to ensure the security of processing. 
11. Fate of data: at the end of the provision of services relating to the processing of this data, the Sub-Contractor undertakes to, at the option of the parties: 
    1. destroy all personal data 
    2. return all personal data to the Data Controller return the personal data to the Sub-Contractor designated by the Data Controller. 
    3. Whereas, the return must be accompanied by the destruction of all existing copies in the Sub-Contractor's information systems. Once destroyed, the Sub-Contractor must justify the destruction in writing.
12. Data Protection Officer: the Sub-Contractor shall inform the Data Controller of the name and contact details of its Data Protection Officer, if it has appointed one in accordance with Article 37 of the European Data Protection Regulation.
13. Register of categories of processing activities: the Sub-processor declares that it keeps a written register of all categories of processing activities carried out on behalf of the Data Controller including: 
    1. the name and contact details of the Controller on whose behalf it is acting, of any Sub-Contractors and, where applicable, of the Data Protection Officer 
    2. the categories of processing carried out on behalf of the Data Controller 
    3. where applicable, transfers of personal data to a third country or to an international organization, including identification of the third country or international organization and, in the case of transfers referred to in the second subparagraph of Article 49(1) of the European Data Protection Regulation, documents attesting to the existence of appropriate safeguards 
    4. as far as possible, a general description of the technical and organizational security measures, including inter alia, as appropriate: 
       1. means to ensure the continued confidentiality, integrity, availability and resilience of processing systems and services
       2. means to restore the availability of and access to personal data within an appropriate timeframe in the event of a physical or technical incident 
       3. a procedure for regularly testing, analyzing and evaluating the effectiveness of technical and organizational measures to ensure the security of processing 
14. Documentation: the Sub-Contractor shall make available to the Controller the documentation necessary to demonstrate compliance with all its obligations and to allow audits, including inspections, to be carried out by the Controller or another auditor appointed by it, and to contribute to such audits. 

 

16. Applicable law and jurisdiction

This agreement is governed by French law. Any dispute not settled amicably will be brought before the Commercial Court of Nanterre.  

PLATEFORM - 8 rue de l'EST - 92200 BOULOGNE BILLANCOURT  

contact@skillup.co  

SIREN NUMBER: 82046375000043  

VAT number: FR 63 820463750