GTC

General terms and conditions of sale

ARTICLE 1: GENERALITIES 

The present General Terms and Conditions of Sale constitute, in accordance with article L 441-6 of the French Commercial Code, the sole basis
of the commercial relationship between the parties.

Any order automatically implies the customer's unreserved acceptance of all the conditions set out in this document. They alone are applicable to the sale of services by QUAI D'ORSAY LANGUAGE CENTER, unless otherwise stipulated in a negotiated agreement signed with the customer by the company's legal representative.

ARTICLE 2: NATURE OF INTERVENTIONS

QUAI D'ORSAY LANGUAGE CENTER organises training activities for professionals in the form of cycles,
sessions, courses or seminars inter or intra-company, in face-to-face or distance learning.

QUAI D'ORSAY LANGUAGE CENTER can provide training for individuals contracting for themselves or for members of staff bound by an employment contract with a company or institution for initiation or advanced training in French or a foreign language.

ARTICLE 3: RESPONSIBILITIES

QUAI D'ORSAY LANGUAGE CENTER has taken out civil liability insurance with the company HISCOX, 36 Avenue de
l'Opéra, 75002 PARIS. QUAI D'ORSAI D'ORSAY LANGUAGE CENTER acts as a service provider, subject only to an obligation of means. Under no circumstances can it replace the responsibilities of its clients in terms of diligence and assiduity.

Since the law of 31 December 1974, the insurance of trainees for bodily injury suffered during continuing vocational training is linked to their employer's affiliation to the industrial accident scheme. On the other hand, trainees are liable for the damage they cause and must bear the damaging consequences of their faults under the conditions of ordinary civil liability law.
The law of 4 July 1990 requires trainees to comply with the internal regulations applicable to them and posted in
the establishment (health and safety measures, disciplinary rules, trainee representation arrangements, etc.). QUAI
D'ORSAY LANGUAGE CENTER declines all responsibility in the event of loss, theft or damage to clients' personal belongings on its premises.

ARTICLE 4: AGREEMENT INVOICE

For traineeships that may be imputable under Part VI, Book III of the Labour Code on the organisation of continuing vocational training in the context of lifelong vocational training, two cases may arise
:

  • The customer manages his participation himself:
    In this case, QUAI D'ORSAY LANGUAGE CENTER gives its customer a proposal or agreement, a program and an
    invoice.
  • The client has entrusted its funds to a Collecting Organization:
    In the event of total or partial assumption of responsibility for the payment of the training by a Collecting Organization, the client must inform
    QUAI D'ORSAY LANGUAGE CENTER at the time of the written agreement of the collaboration project materialized by the document Accord
    on proposal. The client must make his request to the Collecting Organization before the start of the training,
    make sure that his request is accepted and ensure that the planned payment deadlines are met. QUAI D'ORSAY LANGUAGE CENTER provides the OPCO with the invoice and certificate of completion of the training course. However, in the event of total or partial non-fulfilment of the training course due to the client (in particular absenteeism of trainees or illegitimate cancellations as described in article 6), and insofar as the collecting organisation excludes from article L6354-1 of the Labour Code the right not to pay all or part of the sums due under the service provision contract, the client undertakes to take the place of the collecting organisation to pay QUAI D'ORSAY LANGUAGE CENTER all the sums agreed, including VAT.

ARTICLE 5: PEDAGOGICAL MEANS USED

Trainers teaching their mother tongue, any physical, digital or audio support, e-learning, face-to-face or distance learning, such as
as described in the proposal of QUAI D'ORSAY LANGUAGE CENTER or the foreign partner in the context of stays/immersions abroad.

ARTICLE 6: CONTRACTUAL OBLIGATIONS

As soon as written agreement has been reached on the quotation for a service proposed by QUAI D'ORSAY LANGUAGE CENTER, the customer receives
a proposal or service agreement in duplicate which includes all the information concerning the session(s) (time, frequency, dates, place, price, etc.). The customer undertakes to return, on receipt, a signed and stamped copy of the agreement to QUAI D'ORSAY LANGUAGE CENTER accompanied by the deposit referred to in article 8 below. The training agreement is the legal document that commits both parties to the implementation of the training service. The procedures for carrying out the services can only be triggered when QUAI D'ORSAY LANGUAGE CENTER is in possession of the signed and sealed proposal (or training agreement).

Before each course, the client sends a list of participants to QUAI D'ORSAY LANGUAGE CENTER, which reserves the necessary
sessions and carries out a pedagogical preparation. Any modification concerning the training actions must be the subject of an amendment to the initial agreement
. QUAI D'ORSAY LANGUAGE CENTER reserves the right to postpone or cancel the training course if the number of participants is not reached and will inform the client as soon as possible. The client can also, once the order has been placed, ask QUAI D'ORSAY LANGUAGE CENTER to postpone or cancel the course. However, these cancellations or postponements are subject to the following conditions:

1. In order to comply with the QUAI D'ORSAY LANGUAGE CENTER group's quality and efficiency standards, the client company undertakes to respect the pace of training planned in the proposal. The scheduled end date may be extended by a maximum of 25% of the duration of the program in training weeks only if the request for extension is made by the client no later than 15 days before the end of the training. After this
extension, the totality of the non-exempt hours will be invoiced directly to the client company and cannot be the subject of a
refund from a OPCA, in accordance with the order of 30 June 2005.

2. The inter-company group courses and full-time ("immersion") internships on the premises of QUAI D'ORSAY LANGUAGE CENTER cannot be modified in their dates, schedule or periodicity. Their price is due in full upon registration, whether or not the trainee subsequently attends or not. QUAI D'ORSAY LANGUAGE CENTER reserves the right to cancel an inter-company training course if the number of participants is less than 4.

3. Intra-company group lessons, whatever their nature, are scheduled in their dates, times and
periodicity in agreement with the client. No cancellation of a session must therefore take place. However, QUAI D'ORSAI D'ORSAY LANGUAGE CENTER will tolerate some cancellations or postponements of sessions if a notice period of 5 working days (between 9am and 6pm) is respected.

4. Individual courses organised on the premises of QUAI D'ORSAY LANGUAGE CENTER or at the client's premises follow the same rules as the above intra-company courses. Nevertheless, the time limit for cancelling or postponing a course is reduced to 2 working days (between 9am and 6pm).

5. 5. Substitutions: In the event of an interruption of the training course by an employee due to force majeure, the client may, in agreement with
with QUAI D'ORSAY LANGUAGE CENTER, substitute another trainee. QUAI D'ORSAY LANGUAGE CENTER accepts the resumption of the balance of the course hours by another trainee on condition that the languages, rhythm, slots and end date of the trainee initially planned are respected. In this case, the company undertakes to inform QUAI D'ORSAY LANGUAGE CENTER as soon as possible and to regularise the payment with a possible OPCO.

The request for cancellation or postponement must be addressed to QUAI D'ORSAY LANGUAGE CENTER by a means that gives it a definite date.

All sessions cancelled or postponed outside the framework authorised by these general terms and conditions of sale shall be invoiced to the customer as if they had taken place and may not be reimbursed by an OPCO. The same shall apply to any trips that may be made in connection therewith.

Compensation in the event of cancellation: in the event of cancellation of all or part of the training activity within a period of less than 30 days before the start of the first session of the training activity, the beneficiary company undertakes to pay QUAI D'ORSAY LANGUAGE CENTER a compensation for cancellation corresponding to 80% of the price including tax of the training not carried out because of the cancellation at the initiative of the beneficiary company. It is specified that this indemnity cannot be deducted from the obligatory participation of companies in the financing of continuing vocational training.

Internships abroad are subject to the following rules:

  • Cancellation more than 30 calendar days before departure, QUAI D'ORSAY LANGUAGE CENTER will charge only the booking and organization fees.
  • Cancellation from 30 to 15 calendar days of departure, QUAI D'ORSAY LANGUAGE CENTER will charge 50% HT of the quotation.
  • Cancellation less than 15 calendar days before departure, QUAI D'ORSAY LANGUAGE CENTER will charge 100% VAT excluded from the quote.

Total or partial non-fulfilment of the training action: it is reminded that, in application of article L.6354-1 of the Labour Code,
any total or partial non-fulfilment of a training service entails the obligation for the service provider to reimburse
to the contracting party the sums unduly received as a result. Acknowledging this legal obligation, the parties agree that
any total or partial non-performance of the training action attributable to the beneficiary company or its employee trainee of
vocational training (in particular in case of absence of the trainee for any reason whatsoever, whether or not justified
by temporary incapacity or unavailability) will entail an obligation on the part of the beneficiary undertaking to pay the training organisation
a contractual penalty corresponding to 80% of the price of the training initially planned and not carried out,
for the purpose of compensating the economic loss suffered by the training organisation ; this contractual penalty will be the subject of a separate invoice at
from that relating to the training measure and may in no way be set off against the obligation of the
undertaking to participate in the financing of the vocational training.

In case of omission of sessions due to the failure of QUAI D'ORSAY LANGUAGE CENTER, the latter shall :

  • either reduce the billing
  • or, with the customer's agreement, continue the execution of the contract beyond the date provided for.

Within the framework of the legislative provisions relating to vocational training in force, it is the responsibility of the client and the collecting bodies to charge only those payments corresponding to actual training or costs actually incurred within the framework of this agreement as training contributions for a given year.

ARTICLE 7 - PRICES

The price of QUAI D'ORSAY LANGUAGE CENTER's services is payable only in Euros.

Except for the agreement referred to in article 1, the rates in force are those communicated by QUAI D'ORSAY LANGUAGE CENTER through
of a personalised proposal and/or a written training agreement. The rates communicated by any other means of
communication (Internet, brochures, etc.) are for information only and may therefore be subject to change without notice. Quotations and
proforma invoices, in the absence of stipulation to the contrary, are valid for two months. Prices are expressed exclusive of tax. The amount
of the VAT, if it is due, is at the charge of the customer.
Any tax variations, in particular VAT, are at the charge of the customer, in accordance with the legal provisions
at the date of payment.

Courses given by QUAI D'ORSAY LANGUAGE CENTER partners located in a country outside the Euro zone
are subject to exchange rate variations. Variations of more or less than 3% in relation to the Euro will be reflected in its public or negotiated rates. However, once the order has been placed, the price excluding VAT will be firm and final.

In the event of a change in QUAI D'ORSAY LANGUAGE CENTER's subcontracting partner's price for one or other of the components of the service (training service provided by the partner training centre or hosting service organised by the partner training centre), QUAI D'ORSAY LANGUAGE CENTER will pass on the increase in full in its public or negotiated rates. However, once the order has been placed, the price excluding VAT will be
firm and final.

ARTICLE 8 - TERMS OF PAYMENT

The conditions for giving notice of cancellation are set out in Article 6. After the period of notice, the totality of the price of the service of
QUAI D'ORSAY LANGUAGE CENTER is due by the customer. Unless otherwise indicated on the invoice, payment is made
net, without discount and due on the day of receipt of the invoice, even if the execution of the service has given rise to a claim
or dispute.

  • Payment:
    For all internships and unless otherwise clearly stated in the proposal, the full amount is due upon signature of the proposal (or agreement), with payment required within 30 days.
  • Late payment and collection indemnity:
    In accordance with the legislation in force, in the event of late payment in relation to the payment date shown on the invoice, penalties of an amount equal to three times the legal interest rate will be applied. The amount of the legal recovery indemnity is set at 40 euros.

ARTICLE 9 - REFERENCES

The customer authorises QUAI D'ORSAY LANGUAGE CENTER to include his company name on a list of references unless he has expressed the contrary wish in writing.

ARTICLE 10 - LOYALTY CLAUSE

The company receiving the training services, the customer, or one of its subsidiaries, associated company etc... refrains from hiring
directly or indirectly the trainers for the duration of the training and two years after the end of the mission of
training. Any infringement noted will result in automatic and lump-sum payment per trainer of €50,000 as
compensation for damage caused to QUAI D'ORSAY LANGUAGE CENTER.

ARTICLE 11 - PEDAGOGICAL MATERIAL - INTELLECTUAL PROPERTY

In the context of intra-company training courses, the methods used by QUAI D'ORSAY LANGUAGE CENTER may give rise to the rental of audio-visual equipment in the room reserved for the courses. This equipment remains at the disposal of the trainees and the client for the duration of the course. The equipment is entrusted to the client, who accepts custody and responsibility for it. A receipt form signed by the person in charge draws up the list. In the event of loss, theft or fire, the client undertakes to reimburse QUAI D'ORSAY LANGUAGE CENTER for the repurchase value of the missing equipment at the rates in force on the date when the loss is discovered.

Any course material provided during the training courses is subject to the legislation in force. The provider remains the owner of all
intellectual property rights on the studies, drawings, models, prototypes, etc., made (even at the request of the customer) for the provision of services to the customer. The client is therefore prohibited from reproducing or exploiting said studies, drawings, models and prototypes, etc, without the express, written and prior authorisation of the Service Provider, which may make it subject to a financial consideration. In addition, the representation, reproduction, distribution; transmission and exploitation of all or part of the media made without the consent of the authors or assigns is prohibited.

ARTICLE 12 - DISPUTES

Any complaints should be sent to QUAI D'ORSAY LANGUAGE CENTER by registered mail with
acknowledgement of receipt within a maximum of one month after the end of the training course.

Vocational training contracts are subject to French law. In the event of a dispute and after an attempt to find an amicable solution to
, express jurisdiction is attributed to the Tribunal de Grande Instance de PARIS - Commercial Chamber for
commercial companies and to the Tribunal de Grande Instance de PARIS - Civil Chamber for other contractors.