ORSYS® GENERAL TERMS AND CONDITIONS

(Last updated: 02/20/24)

ORSYS reserves the right to update these terms and conditions at any time. The latest version of these terms and conditions can be consulted on the www.orsys.com website.

1. Presentation and Scope:

These General Terms and Conditions of Sale (hereinafter the "GTCS") apply to any order placed with a company of the ORSYS Group (hereinafter "ORSYS") by a natural person or legal entity acting in the context of their trade, industrial, manufacturing or professional activity, (hereinafter the "Customer"). ORSYS is a professional training organisation whose registered office is located at 1 Parvis de la Défense, la Grande Arche, Paroi Nord, 92044 Paris La Défense. ORSYS is composed of the company ORSYS Formation (RCS 482 761 160, Training Organisation Number 11 92 1529392) and its subsidiaries ORSYS Institut (RCS 853 027 316), ORSYS Belgique (registered BE 0461540450), ORSYS Luxembourg (registered LU 26288568), ORSYS Suisse (registered CHE 357 494 167), ORSYS Formación (registered B56447667) and ITTCert (RCS 852 341 163). By placing an order, the Customer represents that they are fully aware of and accept these GTCS. Unless expressly waived by ORSYS, these GTCS prevail over any other document issued by the Customer, in particular over any general terms and conditions of purchase drawn up by the Customer, and may only be modified by Special Terms and Conditions expressly accepted in writing in advance.

These GTCS apply to the relationship between ORSYS and the Customer (hereinafter individually a "Party" or collectively the "Parties") as well as to all their successors or assigns, it being expressly agreed by the Parties that they may not assign or delegate their rights or obligations as stipulated herein (other than those expressly permitted herein) to any third party without the prior written agreement of the other Party. The fact that ORSYS does not avail itself of one of the provisions of the GTCS or acquiesces to the non-performance of one of these provisions, either temporarily or permanently, may not be construed as a waiver of its application. Any clauses of the GTCS declared to be null and void will be deemed unwritten, but this will not invalidate these GTCS as a whole.

These GTCS apply to all services that may be provided by ORSYS (hereinafter the "Service(s)"), as part of the following set of Services (hereinafter the "Offer of Services "): public training sessions included in the ORSYS catalogue and available for consultation on the ORSYS website, conducted on premises made available by ORSYS or in a distance learning classroom (hereinafter referred to as "inter-company training"); training sessions based on courses included in the ORSYS catalogue or made to measure, individual or team coaching, consulting and instructional design assignments or professional retraining courses (recruitment and training) in particular via the Individual Operational Preparation for Employment scheme (Préparation Opérationnelle à l’Emploi Individuelle, hereinafter "POEI"), conducted for a particular Customer, on premises made available by ORSYS, by the Customer or in a distance classroom (hereinafter "intra-company training"); or learning solutions accessible on a secure online platform, including standard or customised e-learning lessons or courses, with possible certification or tutoring (hereinafter "digital learning"). The ORSYS offer is accessible via the www.orsys.com website, which provides access to all its subsidiary websites and their specific characteristics: orsys.be, orsys.lu, ittcert.com, etc. The Customer guarantees compliance with these GTCS by all employees concerned by this Service (hereinafter the "Participants").

2. General Provisions Applicable to the "Offer of Services":

2.1 Order: for each new order, the Customer must provide ORSYS with an order form containing at least the following invoicing details: the surname, first name, email address and signature of the training manager or person responsible designated by the Customer, as well as the Customer's company stamp, invoicing address and, where applicable, the details of any third-party payment bodies (skills operator or OPérateur de COmpétences, hereinafter the "OPCO", or any other funding body). ORSYS may also, at the time of the order, ask the Customer for the surname, first name and email address of each of the Participants, or any other information necessary for the successful organisation of the Service. All orders are firm and final. An acknowledgement of receipt of the order is sent to the Customer no later than the day following the date of receipt.

2.2 Pricing: the price of the training courses is that in force at the time the order is placed, and any discount previously granted is subject to change with each new order. Prices are quoted exclusive of VAT and in euros (or in Swiss francs for Switzerland), plus VAT at the rate in force at the time. VAT does not apply to Services invoiced by the subsidiary ORSYS Institut, which is not subject to VAT. The current price of training appears in the online catalogue of the local subsidiary of the ORSYS group concerned by the request. Unless otherwise agreed, the financial conditions apply exclusively to the country of the ORSYS group subsidiary that placed the order.

2.3 Invoicing: unless agreed otherwise, payment must be made by the Customer within 30 days of the invoice date. Payment is accepted by cheque, bank or postal transfer. No additional discount will be applied for payment received before the due date. ORSYS reserves the right to request prepayment: in this case, payment will be requested from the Customer before the session takes place, by bank transfer (received no later than 48 hours before the start of the session) or by cheque made payable to ORSYS (received no later than 3 weeks before the start of the training). Unless stipulated otherwise, payment for certification or diploma courses must be made in full (i.e. for all classes making up the course) before the start of the course.

2.3.1 Multiple invoicing request: the Customer must send ORSYS the invoicing details as well as the signed and initialled contracts and appendices for each company participating in the session. Any specific management procedure, such as the use of a payment portal, may be subject to additional invoicing. Each Service will be give rise to a separate invoice, constituting a simplified training agreement. Additionally, a management fee of 30 euros excluding taxes will be applied per additional invoice.

2.3.2 Request for full or partial payment by a third party (OPCO, other paying organization or any other third party): it is the Customer's responsibility to obtain confirmation of payment by this third party for the chosen Service. In the event of subrogation of payment, the corresponding invoice will be sent directly to this third party by ORSYS. In the event of no response, refusal to pay or non-payment of the costs relating to an ORSYS Service by this third party (in whole or in part), the Customer will be invoiced for the corresponding amount, possibly increased by the late payment penalties indicated below.

2.4 Non-payment: in the event of late payment or non-payment by the Customer of sums invoiced by ORSYS for a Service, ORSYS reserves the right to refuse any new order from the Customer and to suspend the performance of its own obligations until the Customer's debt has been cleared, without this rendering ORSYS liable and without the Customer being able to claim any credit note or reimbursement in respect of a Service suspended as a result of this incident. Any sum not paid by the Customer by its due date will accrue late payment penalties equal to 3 times the legal interest rate in force on the date of the Customer's order and calculated from the due date shown on the invoice, or failing that from the date of completion of the Service. In addition to these penalties, a fixed indemnity for collection costs of 40 euros will also be charged. These penalties and this indemnity will be payable by operation of law, without the need for a reminder and without prejudice to the reimbursement of all costs incurred to recover the sums owed, including the fees of legal officers or legal representatives.

2.5 Force majeure: ORSYS may not be held liable to the Customer in the event of non-performance of its obligations due to a force majeure event. The following are considered to constitute force majeure events or exceptional circumstances, in addition to those usually recognised as such by the courts where the registered office of the ORSYS group subsidiary concerned is located, and without this list being restrictive: illness, accident, failure to obtain a visa, work permits or other permits required for the trainer scheduled to teach the session, incidents affecting transport networks (particularly rail or air) preventing ORSYS personnel and/or the trainer concerned from travelling to the place scheduled for the training session, industrial disputes internal or external to ORSYS, laws or regulations put in place subsequent to the signing of the order form, natural disasters, fires, interruption of telecommunications, energy supplies or communications of any type, or any other circumstance beyond the reasonable control of ORSYS.

2.6 Intellectual Property: all training materials made available by ORSYS as part of its Services are original works for which ORSYS remains guarantor of the intellectual property, whatever the form thereof (paper or digital). ORSYS also remains guarantor of the intellectual property of all tools, methods and know-how developed prior to or during the performance of its Services for the Customer. As such, they are protected by legal provisions relating to intellectual property, copyright and authors' rights. Any reproduction, modification or disclosure to third parties of all or part of these elements, in any form whatsoever, is strictly forbidden without the prior written consent of ORSYS, under penalty of legal proceedings. The Customer undertakes not to compete with ORSYS by transferring or communicating these elements, in particular for commercial purposes. Payment by the Customer for the Service delivered by ORSYS does not transfer any intellectual property rights whatsoever with regard to these materials. The Participants benefiting from the Service are only granted a personal and individual right of use.

2.7 Liability: ORSYS undertakes to perform its Services under an obligation of means. The Customer, as a professional, is solely responsible for consulting and choosing the Service ordered from ORSYS. ORSYS is not liable for the personal objects and effects of the Participants in the training, nor for any damage that may be caused to the equipment used by the Participants. ORSYS's liability may only be incurred in the event of misconduct, proven negligence or poor performance of its Services and will be limited to the direct prejudice suffered by the Customer, to the exclusion of any damage, whether non-material or indirect, consequential or otherwise, caused by the poor performance of its Services, such as commercial or financial prejudice, loss of clientele, loss of brand image, loss of profit, loss of orders, any commercial disruption whatsoever, the total or partial loss or destruction of the Customer's data or files, and any action by third parties. Without prejudice to the foregoing, ORSYS’s liability with respect of its Services is expressly limited to the price actually paid by the Customer in respect of the Service concerned.

2.8 Confidentiality: the Parties undertake to keep confidential all information and documents concerning the other Party, whether of an economic, technical or commercial nature, 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 ORSYS to the Customer. ORSYS may transfer information provided by the Customer, including information concerning the Participants, to its affiliated companies, partners or suppliers if and only if such information is necessary to perform the Service ordered by the Customer. Furthermore, ORSYS undertakes not to transfer this information to other third parties.

2.9 Personal data / GDPR: in accordance with French Law No. 78-17 of 6 January 1978, as amended, relating to information technology, files and freedoms, and European Regulation (EU) 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (GDPR: General Data Protection Regulation), the Customer benefits from a right of access, rectification, deletion, opposition, limitation and, where applicable, portability of data concerning them. The purpose of processing this personal data is set out in the Personal Data Protection Policy available on the ORSYS website at https://www.orsys.com/politique-de-protection-des-donnees-personnelles.html . Personal data is retained for as long as is strictly necessary to fulfil the purposes stated in the aforementioned policy. The Customer undertakes to inform each Participant that personal data concerning them may be collected and processed as part of the monitoring and validation of their training course and that they have a right of access, rectification, deletion, opposition, limitation and, where applicable, portability of the data concerning them by simple request by email to the following address: rgpd@orsys.fr. ORSYS and its training partners undertake not to record any part of the training, except where specifically required (situational exercises, online certification exams, etc.), and not to keep any digital, video or audio trace. Likewise, the Customer undertakes to ensure that Participants do not keep any video or audio digital trace of the session. More generally, ORSYS undertakes to take the necessary measures to protect access to its premises, its information systems and data pertaining to the Customer and all Participants.

2.10 Internet usage rules: Customers and/or Participants who connect to the Internet during ORSYS training via equipment made available by ORSYS or via their own equipment represent that they are aware of and accept the characteristics and limitations of the Internet. In particular, they acknowledge that they are solely responsible for their use of Internet connection made available to them; that any disclosure of their login credentials will be under their own responsibility, it being specified that such credentials are confidential, personal, non-transferable and non-transmissible; that they are aware of the nature of the Internet (technical performance, response time for searching or consulting); if they use their own equipment, that they are responsible for ensuring that the technical characteristics of their computer, tablet or other device enable them to access the services offered by ORSYS correctly; and that they are responsible for taking appropriate measures to protect and safeguard their own data and software against contamination by any viruses that may be circulating on the Internet. Customers are responsible for their use of any e-learning platform made available to them by ORSYS in the context of a training service and undertake to respect the rules and procedures brought to their attention for accessing the resources made available to them in this context. As such, ORSYS accepts no liability for any direct or indirect damage arising in particular from the use of the website and/or the Internet.

2.11 Communication: neither Party may use or reproduce the trademarks, names or logos of the other Party without its prior written consent. ORSYS may, however, use or reproduce the trademarks, names or logos of the Customer by way of reference (i) for the purposes of the Service, in particular on the reports produced for the Customer, and (ii) for marketing purposes on all ORSYS promotional media, including on its websites, which the Customer expressly accepts by accepting these GTCS.

2.12 Non-solicitation: the Customer undertakes not to solicit, by any means whatsoever, either directly or indirectly, and/or recruit the ORSYS trainer who performs the Service ordered from ORSYS, for 12 months following the end of said Service. The Customer also undertakes not to recruit or employ in any way whatsoever, either directly or indirectly, any employee assigned by ORSYS to perform said Service, even temporarily or partially, for 12 months following the end of the Service, even if the solicitation comes from the employee in question.

2.13 Severability: the nullity or unenforceability of any provision of these GTCS shall not affect the validity or enforceability of the remaining provisions of these GTCS, which shall remain in full force and effect unless such nullity or unenforceability deprives the Customer of the benefit of the essential provisions to which they are entitled under these GTCS.

2.14 Governing law / jurisdiction: these GCS are subject to the law of the place of the registered office of the ORSYS group subsidiary concerned by the order, as are all relations between ORSYS and the Customer. In the event of a dispute relating to the interpretation or performance of their agreements, the parties will seek an amicable agreement prior to taking any legal action and will provide all necessary information to this end. In the absence of an amicable settlement within a maximum of 3 months, any dispute whatsoever or any claim relating to the training or fulfilment of the order will be subject to the jurisdiction of the competent court in the place of the registered office of the ORSYS Group subsidiary involved. This clause applies even in the event of summary proceedings, an interlocutory application, multiple defendants or the introduction of third parties, regardless of the method and terms of payment and notwithstanding any jurisdiction clauses that may exist in Customer documents, which may not therefore constitute an obstacle to the application of this clause.

2.15 Contact / Complaints: any complaints may be submitted to our customer service department by email to info@orsys.com or by telephone to our head office on +33 (0)1 49 07 73 73 and will be forwarded to the department concerned within 24 hours.

3. Provisions applicable to "inter-company" or "in-house " training courses

3.1 General provisions

3.1.1 Contractual documents: an invitation containing the practical details of the training course is sent to the Participants 2 to 3 weeks before the start of the session (unless in the case of exceptional technical or administrative difficulties). If the period before the start of the session is too short or if a Participant's email address is invalid, the invitation may be sent by email or fax to the training manager designated by the Customer. ORSYS provides the Customer with the attendance sheet and attendance certificate, as well as any other document attesting to the completion of the Service, generally within 15 days after the end of the session (for distance learning classes: provision within 2 to 5 days).

3.1.2 Organisation of the Service: ORSYS is responsible for implementing the Service. As such, ORSYS is free to define the location and duration of the Service as well as the training methods and tools to be used. Participants in an ORSYS session are required to respect the internal rules in force and the Customer is responsible for reminding them of this principle. If the training takes place on the Customer's premises, whether face-to-face or remotely, the Customer is responsible for checking that the tools and equipment required for the Service function correctly.

3.1.3 Training resources and prerequisites:

- training resources: the resources used by ORSYS mainly consist of the course materials, case studies, practical application exercises and corrections for the practical courses. These resources are made available to the Participant in digital and/or paper format, at ORSYS's discretion.

- prerequisites and training objectives: the Customer will check that the programme is in line with its own objectives or will ask ORSYS to carry out an optional Instructional Design Service for this purpose. The Customer is also responsible for validating with each Participant the prerequisites necessary to follow the training, as presented in the current catalogue or on the website. ORSYS may in no way be held responsible for the consequences of non-compliance with these conditions. If necessary, ORSYS reserves the right to postpone or cancel a session. In this case, the costs incurred by ORSYS will be payable by the Customer as a fixed indemnity.

- technical prerequisites: for distance learning classes, the Participant must comply with certain technical prerequisites imposed by ORSYS. These prerequisites are reiterated in the invitation, sent at least one week before the training session. For all certification training, specific technical prerequisites may be imposed by the certifying bodies. ORSYS can offer technical support services on request.

3.1.4 Postponement and cancellation at the Customer's initiative:

Any request to postpone or cancel an “in-house” training session or participation in an “inter-company” training session must be communicated to ORSYS in writing. This request only becomes effective upon receipt of confirmation and of its acceptance by ORSYS. In all cases, it will result in billing 100% of the non-refundable expenses already incurred by ORSYS (planning, preparation, transportation, visas, exam fees...) and invoicing of allowance under the following conditions:

- At least 15 working days before the start of the session: no allowance needed

- Less than 15 working days but at least 10 business days before the start of the session: 40% of the session fees;

- Less than 10 working days but at least 5 business days before the start of the session: 60% of the session fees;

- Less than 5 working days before the start of the session: 80% of the session fees.

These allowance also apply when the client cancels due to the refusal of a third-party funder's support.

3.1.5 Support and quality assessment:

- support: a training consultant is available to advise the Customer on the choice of ORSYS programmes best suited to their employees' objectives. Training quality is systematically monitored through regular contact (satisfaction assessment study, analysis of future needs, presentation of new courses, etc.). For distance learning courses, a telephone hotline is available during the course to answer technical questions. The contact details are provided in the training invitation email.

- Assessment of learning outcomes: the system implemented is based on self-assessment by the Participant using an ad hoc form filled in at the beginning and end of the course based on the learning objectives. This enables Participants to take responsibility for their own training, clarify their objectives and assess their own progress. This assessment is validated by the trainer in light of the exercises and case studies carried out throughout the course and the Participant's commitment. For certification courses, specific tools are put in place to measure the Participant's degree of preparation: a certification exam, a mock exam, a case study and/or any form of oral or written assessment.

- Satisfaction survey: at the end of each session, ORSYS provides Participants with a questionnaire to assess their satisfaction with the entire system. Through this evaluation, ORSYS ensures that the training provided complies with the specifications set out in the agreement. In the event of non-compliance, ORSYS undertakes to propose appropriate corrective action.

3.2 Specific provisions for "inter-company" training courses

3.2.1 Pricing: the price of the training course covers the costs of running the course as well as the provision of course materials per Participant, in any form whatsoever. It does not include the cost of transport, accommodation or meals for Participants in these sessions. ORSYS reserves the right to adjust its prices at any time where necessary (taking into account changes in prices in the sector or the cost of training). In the event of a contradiction between several prices displayed, the applicable public rate is that displayed on the website of the local subsidiary of the ORSYS Group concerned by the order on the day the quotation is issued.

3.2.2 Registration and organisation: any registration must be the subject of a written order sent by the Customer to ORSYS by email, post, fax or via the Customer Area accessible on the www.orsys.com website. For each order, ORSYS sends the Customer a training agreement setting out the terms of the Service ordered, generally within 1 to 2 days after the registration request has been taken into account. In addition to the Customer invoicing details mentioned in Clause 2.1, this document must also include each Participant’s first name, surname, professional email address, the title of the training course and the date and location of the desired session. A maximum number of Participants is defined to guarantee the highest level of quality for the course. When this threshold is reached, new registration requests cease to be accepted for the session concerned. ORSYS reserves the right to transform a face-to-face session into a distance learning class and vice versa, if conditions so require, while preserving the nature of the Service (training objectives, course programme, duration and timetable, etc.) and guaranteeing the same level of quality.

3.2.3 Absence, replacement or insufficient number of participants:

- in the event of absence, lateness or partial participation in training at the initiative of a Participant: the Customer is liable to ORSYS for the full amount due for the training. In the event of absence for health reasons justified by a medical certificate, the defaulting Participant may postpone their enrolment and participate in the next scheduled session. In the absence of justification, the Customer will be liable for the full price of the training course.

- replacement of a Participant: the Customer may ask ORSYS to allow it to replace a defaulting Participant, free of charge. This replacement request must be received by ORSYS in writing at least 48 working hours before the start of the training course and must include the name and contact details of the replacement. The Customer is then responsible for checking that the profile of the replacement and their objectives match those defined in the training programme.

- Insufficient number of participants in a session: ORSYS reserves the right to cancel or postpone a training session without compensation in the event of insufficient numbers of Participants. In this case, written confirmation is sent to the Customer at least one week before the start date of the session. In addition, an ORSYS consultant will contact the Customer's designated training manager to propose an alternative solution: new training dates or location, other training courses with a similar training objective or other educational methods.

3.3 Specific provisions for "in-house" training courses

3.3.1 Pricing:

The price of our intra-company training courses may be revised on the anniversary date of the contract by applying the following formula: P1 = P0 x (S1/S0)

Where: P1 = revised price in EUR excluding VAT; P0 = initial price in EUR excluding VAT; S1 = statistical index of price changes on the date of renewal of the contract; S0 = statistical index of price changes on the signature date of the contract or on the anniversary date of the contract for subsequent periods. The official statistical index of the country in which the head office of the ORSYS Group subsidiary concerned is located will be used for these calculations. For France, the SYNTEC index will be used. For other countries, the price will be revised according to the increase in our costs attributable to the Service, unless a specific local regulatory indexation applies.

3.3.2 Orders: a request specifying the training need(s) is sent by the Customer to ORSYS. This request gives rise to a training and financial proposal. Receipt by ORSYS of confirmation of the Customer’s acceptance of this proposal will constitute acceptance of its terms as well as acceptance of these GTCS. ORSYS undertakes to reserve the expert trainers scheduled to conduct this training for 15 days from the issue date of this proposal.

3.3.3 Organisation: the detailed logistical terms are specified in the educational and financial proposal submitted by ORSYS. The Client is obliged to adhere to certain deadlines and to communicate the requested information in writing to ORSYS:

- 10 business days prior to the start of the session, the Client must confirm the date, the final number of Participants, and the location of the training session (only for in-person sessions). They must also confirm their billing details and provide their approval for the configuration and logistical and technical environment to be installed.

- 5 business days prior to the start of the session, the Client must provide ORSYS with the definitive list of participants, including their first name, last name, and professional email address. They must also verify the availability of equipment and ensure the proper functioning of software on the dedicated training machines for courses that require it. The number of participants indicated cannot be modified further and will serve as the basis for the implementation and billing of the session.

- For courses requested in remote classroom format: ORSYS will indicate in its financial proposal the specific configuration to be provided for the computer workstations. - For sessions organised by the Customer: if the Customer is unable to provide all the equipment and supplies necessary for the training, ORSYS will endeavour to provide them. This Service will be invoiced by ORSYS and must therefore be the subject of a prior purchase order. ORSYS may postpone or cancel the session at any time, including on the day of the training, if it appears that the equipment has not been installed by the Customer in accordance with the technical requirements specified in the training agreement, or is not operational. This cancellation will then give rise to the invoicing of the teaching costs and all other expenses incurred, by way of compensation.

For sessions taking place on ORSYS premises or in distance learning classes, the Customer accepts that Participants from other companies may join the training sessions, unless otherwise requested by the Customer.

3.3.4 Maximum number of Participants and prerequisites: To preserve the quality of the training, the Customer undertakes not to exceed the number of Participants provided for in the order sent to ORSYS. One or more additional Participants may, however, be accepted subject to the prior agreement of ORSYS and the adjustment by ORSYS of the amount to be invoiced for the Service. The Customer must check with each of the Participants that the prerequisites described in the training agreement are met and that the objectives are in line with the planned training.

3.3.5 Invoicing: the service will be considered billable once at least 50% of those registered for the session have been able to provide proof of attendance.

3.4 Specific provisions for "POEI" type services (Available in France only)

  • Definition: POEI involves recruiting and training candidates on behalf of one or more Customers.

This highly regulated scheme gives rise to specific funding from Pôle Emploi, in addition to any funding from any other collecting body.

  • Registration: An agreement between the Customer, Pôle Emploi (and possibly the Customer's collecting body), the candidate "Participant" and ORSYS must be signed before the start of the service. This agreement includes: the objectives, duration, amount and methods of financing the training, the projected date of recruitment of the candidate, and the type of employment contract targeted.
  • Financing : In the case of full funding by Pôle Emploi, the Customer is responsible for sending us the written agreement from Pôle Emploi before the start of the course. In the case of co-financing by another collecting body, the Customer is responsible for obtaining the funding before the start of the course. In the event that Pôle Emploi or any other collecting body fails to cover all or part of the POEI, for any reason whatsoever, the service will be interrupted by ORSYS. It may resume if the Customer undertakes to finance the remainder.

4. Specific provisions for "Digital Learning" courses

4.1 Scope: this clause applies to all "Digital Learning" courses as defined in clause 1.

ORSYS grants the Customer, from the time the invitation is sent, access to the Digital Learning training platforms made available by ORSYS and to all the content ordered, for the benefit of an end user, defined as any natural person designated by the Customer in possession of a private or professional email address (hereinafter the "User").

4.2 Pricing and invoicing: Digital Learning courses are not eligible for negotiated discounts. Unless otherwise specified, payment is due in full upon signature of the quotation/order form. Where applicable, invoicing may be based on periods defined in the contract. In the case of a request concerning a group of Users, the Customer is invoiced on the basis of the number of Users indicated in the quotation. The Customer may request additional accesses at any time. These new accesses will then be invoiced additionally within 4 months of the request.

4.3 Access to the resource(s): on receipt of a signed order form, ORSYS will send the User by email an invitation including a connection URL, their username and their provisional password (to be changed on first connection) enabling them to access the online content. The duration of access is specified on the programme or quotation. Unless specific conditions are expressly accepted by ORSYS, the right to use the content is granted solely to the Customer who signs the order form. The username and password associated with a User account for a given Customer are strictly personal and confidential, under the exclusive responsibility of the User. As such, they may not be transferred, resold or shared. The Customer guarantees to ORSYS observance of this clause by any User and will be liable for any fraudulent or abusive use. In the event of non-compliance with this clause, ORSYS reserves the right to suspend the service, without compensation, written notice or prior warning.

4.4 Training and technical resources: Digital Learning courses are mainly delivered in SaaS mode and may be taken on any type of device (PC, tablet or mobile). The reference standard used is SCORM. This is an internationally-recognised set of specifications designed to facilitate exchanges and track users' learning progress. Most of our digital courses comprise a variety of short content and include the support of a trainer via email and/or in a distance learning format (individual or group). Some are fully scripted and immersive, such as role-playing games or software-based simulations. Training on the official certification examination platforms is also offered on most certification courses.

Unless specific conditions apply, the languages available for our Digital Learning courses may be consulted on the www.orsys.com website. The duration of training courses is given for information only. ORSYS reserves the right to modify its training courses, both in terms of their general organisation and their content, while taking care to preserve their training objectives and level of quality, without such modifications giving rise to any right to compensation for the Customer.

4.5 Support and quality monitoring: technical support dedicated to Digital Learning is offered by email via the support address at-elearning@orsys.com. The User may also obtain training-related information via the address echange-elearning@orsys.com or from their ORSYS consultant. The average response time is 48 to 72 hours. In the case of digital training with certification eligible for a funding scheme, the User is required to take their certification exam within 4 months of receiving their login details. Access to training resources will remain available for 12 months.

For all Digital Learning training, a report concerning the Users (in particular their connection times, the completeness of the course activities and the time spent exchanging with the trainers), is sent automatically every 4 months and may be generated on request. ORSYS also provides a certificate indicating the objectives, nature and duration of the course and the results of the evaluation of the training acquired, on the expiry date of the User's account or on request.

4.6 Postponement and cancellation: in the event of non-participation in a Digital Learning training course, the corresponding registration fees remain payable to ORSYS by way of fixed compensation, unless the Customer notifies ORSYS in writing within 8 working days after the sending of the invitation to the User and the training course in question has not been commenced.

4.7 ORSYS warranties: ORSYS undertakes to do everything in its power to allow access to its Digital Learning training courses for the duration of the rights of use of the training course(s). The Customer undertakes to inform ORSYS within 24 hours of discovering a technical malfunction. ORSYS will make every effort to ensure that its Digital Learning tools operate reliably and continuously. The Customer acknowledges, however, that ORSYS cannot be held responsible for an outage attributable to the Internet service provider or a malfunction of the Customer's network access.

In the event of a service interruption by ORSYS, ORSYS will make every effort to remedy the malfunction. Beyond 5 working days, ORSYS will extend Users’ access to content for a period corresponding to that during which the service was unavailable. The Customer undertakes not to claim compensation or damages from ORSYS.

In the event of a non-conformity or anomaly noted by the Customer, ORSYS undertakes to implement the necessary corrective action within an average of 2 to 3 working days. By "non-conformity", we mean a discrepancy between the content and the order form signed by the Customer. By "anomaly", we mean any breakdown, incident, blockage, degradation of performance or non-respect of functionalities by ORSYS, preventing the normal use of all or part of the content. Any complaint concerning a non-conformity or an anomaly must be formulated by the Customer in writing and without delay. The Customer is responsible for providing any evidence of the anomalies or non-conformities noted. Only ORSYS may intervene on content. ORSYS may not , however, be held responsible if the anomaly originates in the following cases, without this list being exhaustive: incorrect handling by Users; non-compliance with technical prerequisites or their modification without the prior agreement of ORSYS; use of content not supplied by ORSYS.

ORSYS may work with partners supplying e-learning software solutions (LMS) and content. The conditions regarding the use and security of "Digital Learning" specific to these partners may be provided to you on request.