GENERAL TERMS OF SERVICE – BYCE E-LEARNING PLATFORM
ARTICLE 1. SCOPE OF APPLICATION
These General Conditions of Service (hereinafter referred to as “GCS”) constitute, in accordance with article L. 446-1 of the Commercial Code, the sole basis of the commercial relationship between, on the one hand, the company ALMOND, simplified joint stock company with capital of 17,977,770 euros, whose head office is located at Immeuble Crisco Duo, 7 Avenue de la Cristallerie, 92310 SÈVRES, registered in the NANTERRE Trade and Companies Register under number 438 113 250, taken into account the person of its legal representative in office located at said headquarters (hereinafter referred to as “ALMOND”), and on the other hand, its clients carrying out a professional activity (hereinafter referred to as “Clients”, or individually “Client”) (hereinafter referred to as “Client”) (hereinafter referred to as “ALMOND”), -after referred to together as “Parties” or separately as “Party”).
In this sense, the Customer is deemed to accept the GCS without restriction or reservation, regardless of its general conditions of purchase.
The purpose of the GCS is to define the conditions under which ALMOND makes online services available to its Customers carrying out a professional activity and who request them, through the E-learning platform “BOOST YOUR CYBER EXPERIENCE” available in SaaS version (hereinafter referred to as the “BYCE Platform”) intended to train employees, collaborators or partners of said Clients (hereinafter referred to as “Users”), through the use of modules organized by themes and defined below ( hereinafter referred to as “Training Modules”).
The GCS applicable then are those in force on the date of payment (or the first payment in the event of multiple payments) of the Order.
The Client declares (i) to be able to legally contract under the legislation in force, or declares (ii) to validly represent the natural or legal person for whom he is contracting.
The BYCE Platform is accessible on all types of terminals (PCs, tablets and mobile phones).
However, ALMOND does not guarantee access to all of the features of the Platform on tablets and mobile phones.
The BYCE Platform offered by ALMOND consists of:
- An interface (or dashboard) allowing the User to access the Training Modules;
- Various Training Modules including a presentation of the concepts concerning the subject of each Training Module and questionnaires allowing the User to assess their knowledge and understanding of each subject; and
- A statistical monitoring module for the use of Training Modules.
The BYCE Platform includes in particular the following Cyber Security Training Modules (non-exhaustive list which may be subject to any subsequent modifications by separate act):
- Prevention (modules linked to current events to protect against attacks):
- Ransomware;
- Social engineering;
- Phishing;
- Physical security and communication;
- Viruses and Malware.
- Company best practices (modules to help raise User-Student awareness of Client practices):
- Passwords;
- Uses of the Internet;
- Conformity (modules to provide knowledge to User-Students on the fundamentals of a norm or standard)
- ISO/IEC 27001 standard;
- Standard PCI DSS v4.0 – General;
- Standard PCI DSS v4.0 – Professions.
- On demand:
- Customized modules tailored to the Customer’s wishes;
- Custom-made modules created by ALMOND in response to the Client’s risks and requests.
It is specified that new Training Modules may be added by ALMOND to the BYCE Platform, if necessary subject to modification of the financial conditions. Any additional Training Module that will be used by Users will be subject to these GCS and will be subject to additional pricing in the terms and conditions of the GCS.
Any use by the Client of the BYCE Platform implies acceptance by the Client of these General Terms and Conditions.
In accordance with current regulations, ALMOND may establish specific conditions of service, at its convenience. These specific conditions of service are derogatory and are intended to apply to all Customers covered by them.
When specific conditions of service have been concluded between ALMOND and the Client, ALMOND reserves the right to deviate from certain clauses of the General Conditions of Sale, in accordance with the regulations in force.
The information contained in the catalogs and prospectuses relating to ALMOND prices is provided for information purposes only. They may be subject to revision at any time and ALMOND may make any modifications deemed useful.
The CGS are accessible to Users on the BYCE Platform via a hyperlink at the address [https://almond.eu/almond-institute/conditions-generales-de-service-plateforme-e-learning -byce/].
ARTICLE 2 – DEFINITIONS
Each of the terms mentioned below will have the following meaning in these general conditions of service:
GCS means these general conditions of service.
Client means the Client of ALMOND carrying out a professional activity and having subscribed to the Services.
Personal Account means the personal and information space of the BYCE Platform reserved for the User and created by the User to access the Services.
Personal Data: any information relating to an identified or identifiable natural person; is deemed to be an “identifiable natural person” a natural person who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more specific elements specific to their physical, physiological, genetic, psychological, economic, cultural or social identity” in accordance with the definition of Regulation (EU) 2016/679 of April 27, 2016 (GDPR).
E-learning (online learning) refers to a learning method based on the provision of content via an electronic medium.
Entity means any group of Users defined as such by the User-Manager in order to manage their assignment to certain Training Modules.
Training Module(s) designates one or more E-learning modules accessible by Users on the Platform with the objective of training and raising Users’ awareness of information systems security.
BYCE Platform designates the E-learning software “BOOST YOUR CYBER EXPERIENCE” described in Article 4, available in SaaS mode and made available to Users by the company ALMOND.
Service means all the services subscribed to by the Customer and made available to Users, as described in 4 of these General Terms and Conditions.
User means any person using or having used the Platform and/or the Services, including, in particular, Users – Client Managers and Users – Students.
User-Student designates a category of User who is the effective beneficiary of the Training Modules made available through the BYCE Platform, as defined in article 4.
User-Customer Manager designates a category of User in charge of administering and/or managing the use of the BYCE Platform within the Client, allowing it to create Personal Accounts and assign Users – Students to Modules of Training, as defined in Article 4.
ARTICLE 3 – ORDERS
3.1 Sales from the BYCE Platform are only finalized after establishment of a quote and express written acceptance of the Customer’s order by ALMOND and written acceptance of the quote by the Customer.
For orders placed on the Internet, an order is registered on the ALMOND website when the Customer accepts these General Terms and Conditions by checking the box provided for this purpose and validates their order. The Customer has the possibility to check the details of his order, its total price and to correct any errors before confirming his acceptance.
Validation of the order by the Customer implies acceptance, by the latter, of all of these General Terms and Conditions and constitutes proof of the sales contract.
Taking the order into account and accepting it are confirmed by sending an order form (hereinafter the “Order Form”) by ALMOND to the Customer specifying in particular:
- The list of Modules;
- The date of availability;
- The number of Users and the request to send the form indicating the Users in order to create the corresponding Personal Accounts;
- Contacts of the ALMOND operational contact for the Services.
The data recorded in the ALMOND computer system constitutes proof of all transactions concluded with the Client.
The Services cannot be made available within a period of less than 72 hours following the transmission by the Client of the form indicating the CLIENT’s Users.
3.2 3.2 Any modifications to the order requested by the Customer will only be taken into account, within the limits of ALMOND’s possibilities, if they are notified in writing, at least 30 working days before the date of availability provided for in the Voucher. of Order, after signature by the Customer of a specific order form and possible adjustment of the price.
ARTICLE 4 –SERVICES AND PRICES
The solutions as defined below (the Services) are subscribed to at the rates chosen by ALMOND and in force on the day the order is placed.
In this respect, ALMOND reserves the right to modify the current rates at any time without having to inform the Customer.
The BYCE Platform is available in a “SaaS” version, which is defined as a software distribution model in which the provider of a service (or a partner) hosts applications and makes them available to users of said applications via the Internet.
4.1. 4.1. Features of the BYCE Platform
- Simple settings included in the main platform: Customer logo, Customer graphic charter, Customer slogan.
- Platform administration by ALMOND;
- Reporting, monitoring and dashboards available to the customer;
- Subscription duration of one (1) year minimum with ALMOND;
- Number of Customer User-Manager accounts: five (5) accounts for the Customer’s Information System Security Manager and Human Resources Manager.
By subscribing to the BYCE Platform, the Customer benefits from the following services:
- Access to the BYCE Platform
- Integration of user accounts
- Project support
- User – Manager training
- Awareness plan
4.2. 4.2. Pricing terms
Pricing for the SaaS version of the BYCE Platform is based on the following elements:
- Type of Training Modules ordered (available or on-demand): on-demand Training Modules are subject to special pricing, the amounts of which are communicated to the Customer who has made the request, electronically within the quote or special sales conditions provided by ALMOND to the Customer;
- Number of Users (in the following brackets: between 0 and 250; 251 and 500; 501 and 2000; above 2001);
- Year of Service order: at the end of the first year following the order of a Service, Set Up fees are offered to the Customer on the day of renewal for the following years;
- Choice of languages: all Users have access to the Modules in French and English.
The price list summarizing the rates applied and all the items mentioned in this article is available in the appendix.
ARTICLE 5 - PAYMENT CONDITIONS
5.1 Payment terms
The order of Services as defined in article 4 of these GCS gives rise to the issue of an annual invoice issued at the time of the initial order and 1 month before the renewal date. The invoice includes the initial cost of the Services plus, where applicable, the cost of the “Support” Services.
Any modification of the Services initially subscribed to resulting in a modification of the pricing conditions will be the subject of a specific invoice.
Unless otherwise agreed by ALMOND, the total amount indicated in each invoice is payable in full in a single instalment within thirty (30) days of receipt of said invoice.
5.2 Late payment
Payment deadlines are stated on each invoice sent to the customer by ALMOND.
Should the customer fail to pay the sums due within the time limits stipulated in these GCS, late payment penalties will be applied.
Any failure to comply with the payment deadlines stipulated in the present Contract will result in the application of late payment interest at the rate of 1.5 times the legal interest rate on the date of issue of the invoice and appearing on the invoice sent by ALMOND. The said penalties shall be automatically acquired by ALMOND without the need for the latter to resort to formalities or formal notice.
The Parties acknowledge that payment of the penalties provided for in the present article does not discharge the debt and does not prevent the creditor from seeking legal redress for his entire loss.
Furthermore, in the event of non-compliance by the Customer with the terms of payment set out in these GCS, ALMOND reserves the right to suspend the supply of Services, to suspend the performance of its obligations and to cancel any discounts that may have been negotiated with the Customer.
ARTICLE 6 - TERMS OF ACCESS TO THE PLATFORM AND PROVISION OF SERVICES
6.1 Access to the Platform
ALMOND uses its best efforts to ensure that the Platform is accessible 24 hours a day, 7 days a week, except in cases of force majeure or events beyond ALMOND’s control.
ALMOND makes every effort to provide access to a BYCE Platform that is updated and maintained in working order.
ALMOND may interrupt access to the BYCE Platform for technical maintenance or any other reason, without prior notice to the Customer.
6.2 Provision of Services
The Services ordered by the Customer are provided by ALMOND within the timeframe indicated on the Order Form sent to the Customer.
ALMOND may not be held liable in the event of delay or suspension of the supply of Services attributable to the Customer, or in the event of force majeure.
In the absence of reservations or claims expressly made by the Customer, in writing and with all supporting documents, within 15 working days of receipt of the Services, the latter are deemed to conform to the order, in quantity and quality.
No reservation or claim may be validly accepted by ALMOND in the event of failure by the Customer to comply with these formalities and deadlines.
6.3 Creation of Personal Accounts
The Parties determine the number of Personal Accounts in the appendix [[ANNEXE DEFINISSANT LES TITULAIRES DES COMPTES PERSONNELS]]. They assign each Personal Account a login to the Platform, consisting of the e-mail address of each User.
A password is created automatically, and each User must change his or her password the first time he or she logs on, by clicking on the “forgot password” link.
ARTICLE 7 - ALMOND'S LIABILITY AND GUARANTEES
ALMOND shall not be held liable in the event of operating difficulties or interruption of access to the BYCE Platform due to an event linked to the characteristics and limits of the Internet network, particularly in the event of interruption of access networks, technical performance and response times for use of the BYCE Platform.
ALMOND guarantees the Customer, in accordance with legal provisions, against any lack of conformity of the Services and any latent defect, resulting from a defect in the supply of said Services, to the exclusion of any negligence or fault on the part of the Customer.
ALMOND may only be held liable in the event of proven fault or negligence and is limited to direct damage, to the exclusion of any indirect damage of any nature whatsoever.
In order to assert his rights, the customer must, under penalty of forfeiture of any action relating thereto, inform ALMOND, in writing, of the existence of the defects within a maximum period of 15 working days from their discovery.
ALMOND will rectify or cause to be rectified the Services deemed defective in accordance with the appropriate terms and conditions approved by the Customer.
ARTICLE 8 - LIABILITY - CUSTOMER GUARANTEES - FORCE MAJEURE
The customer undertakes to provide ALMOND with accurate, verified and up-to-date information.
The Customer remains solely responsible for his login and connection codes and ALMOND is not liable in the event of disclosure of said login and connection codes to third parties.
As soon as he/she begins the ordering process, the customer guarantees that he/she has the means to pay the sums due for the order and undertakes to pay them within the allotted time.
The customer undertakes to inform ALMOND directly and without delay of any difficulties that may arise in the performance of his obligations to ALMOND.
Under the terms of the present GCS, the following shall be considered to be a fault of the Customer and may be invoked against the latter: any misuse of the Services, fault, negligence, omission or default on the part of the Customer or his agents, failure to comply with the advice given by ALMOND on the use of the BYCE Platform, any disclosure or illicit use of the password, codes and references, as well as the provision of erroneous information or failure to update such information in his personal space.
The use of any technical process, such as robots or automatic queries, whose implementation contravenes the letter or spirit of these GTS shall also be considered a fault on the part of the Customer.
The Parties shall not be held liable in the event of total or partial non-performance or delay in the performance of any of their obligations under the GTS resulting from a case of force majeure, as defined by article 1218 of the French Civil Code and case law.
During such suspension, the Parties agree that the costs incurred by the situation will be borne by the Party whose obligation is prevented.
The Party invoking an event constituting force majeure must notify the other Party within five (5) days of the occurrence of said event.
If the impediment is definitive or lasts for more than two (2) months, the present GCS will be purely and simply terminated.
ARTICLE 9 - TREATMENT OF PERSONAL DATA
In general, each Party undertakes to comply with the commitments set out in this article and ensures that its permanent or temporary staff, its Group and each of its subcontractors comply with its terms. Whenever, as part of the performance of its obligations as defined in these GTS, ALMOND is required to process Users’ Personal Data (within the meaning of the General Data Protection Regulation (GDPR) no. 2016/679 of April 27, 2016, and of the “data protection” law no. 78-17 of January 6, 1978, regularly amended, the new provisions of which have been applicable since June 1, 2019), ALMOND undertakes to:
- Comply with the aforementioned laws and regulations applicable to the protection of personal data;
- Process such data solely for the performance of its obligations under these GCS;
- Keep Personal Data strictly confidential;
- Take appropriate organizational, physical and technical security measures to protect Personal Data;
- Transfer Personal Data outside the territory of the European Union only with the prior authorization of the Customer and within a secure framework in accordance with the requirements of the applicable legislation, i.e. either to countries offering an “adequate” level of protection as defined by the European personal data protection authorities (CNIL), or to entities that have signed standard contractual clauses as issued by the competent authorities.
As part of the use of the BYCE Platform, ALMOND will process and store the Personal Data of the Customer and Users (as part of the creation of their Personal Accounts), namely: first and last name, position or Entity or department, as well as e-mail address.
As part of the use of the BYCE Platform, ALMOND will process and store the Personal Data of the Customer and Users (as part of the creation of their Personal Accounts), namely: first and last name, position or Entity or department, as well as e-mail address.
ALMOND defines and implements the means of processing concerning the purpose of Users’ personal data and remains “Data Controller” within the meaning of the applicable regulations.
This data may be communicated to ALMOND’s employees and any possible partners or collaborators who are in charge of the execution, processing, management and payment of orders, as well as any technical assistance on the Platform.
Except in the case(s) mentioned in the present article, or with the express agreement of the Customer, ALMOND will not communicate, by any means whatsoever, the data transmitted to it by the Customer and Users in the context of the provision of the Services, to any third party whatsoever.
The data collected is kept by ALMOND under conditions which ensure its security.
The Customer and Users have a right of access, rectification and deletion of all data concerning them, which they may exercise at any time.
The Customer also undertakes to ensure compliance with the legal provisions in force relating to the protection of Personal Data, within the framework of the collection and transmission of Users’ Personal Data on behalf of ALMOND.
This right may be exercised by the Customer and Users, providing proof of identity, by writing to ALMOND at “Immeuble Crisco Duo, 7 avenue de la Cristallerie, 92310 SEVRES” or by e-mail at “[email protected]“.
ARTICLE 10 - CONFIDENTIALITY
ALMOND and the Customer undertake not to divulge any confidential information received in the performance of their obligations.
Confidential information is information of any kind, visual or oral, contained on any medium whatsoever, relating to the structure, organization, business, various internal policies, projects or personnel of either party.
The Customer acknowledges and accepts that ALMOND shall not be held responsible for any loss, damage, costs or prejudice caused by the loss, delay, interception, detour or alteration of any electronic mail caused by any act whatsoever.
ARTICLE 11 - INTELLECTUAL PROPERTY RIGHTS
The BYCE Platform and its content are protected by intellectual property rights prohibiting their reproduction, even partial.
As such, ALMOND is the sole owner of all graphic and editorial content present on the BYCE Platform such as brands, distinctive signs, models, logos, photographs, illustrations, animated images, bases of data, drawings, descriptions, including these CGS.
As an exception, certain content present on the BYCE Platform may belong to third parties. Consequently, any reproduction which is not expressly authorized by said third parties may entail the liability of its author.
In this perspective, the Customer may not make mention or use of the name, designation, brands and logos or other designations, commercial or not, of the company ALMOND without the prior written consent of the latter. However, ALMOND may use the name, designation, brands and logos of the Client during the contract, to the extent that is strictly necessary for the provision of the Services. Furthermore, the Client authorizes ALMOND, upon completion of the Services, to quote their names/designations for reference purposes and accompany this quote, where applicable, with a generic description of the Services provided.
ARTICLE 12 – UNPREDICTION
Each of the Parties declares that, in view of the period of negotiations which preceded the conclusion of the Contract, and which enabled it to make a commitment in full knowledge of the facts, it expressly waives its right to invoke the provisions of article 1195 of the French Civil Code and the unforeseeable circumstances provided for therein, and undertakes to assume its obligations even if the contractual balance is upset by circumstances which were unforeseeable at the time of conclusion of the GTS, even if their performance proves excessively onerous, and to bear all the economic and financial consequences thereof.
ARTICLE 13 – NON-WAIVER
The fact that one of the parties to these GCS does not take advantage of a failure by the other party to fulfill any of the obligations referred to in these GCS cannot be interpreted for the future as a waiver of the obligation in question.
ARTICLE 14 – PARTIAL INVALIDITY
If one or more stipulations of these GCS are held to be invalid or declared such in application of a law, a regulation or following a final decision of a competent court, the other stipulations will retain all their force and their scope.
ARTICLE 15 – LANGUAGE OF THE CONTRACT – APPLICABLE LAW
These General Terms and Conditions are written in French and are governed by French law.
ARTICLE 16 – DISPUTES
In the event of a dispute between the parties to these General Conditions of Services, concerning both the conclusion or validity of the sales contract and its interpretation, execution, realization, consequences and consequences, it will be submitted to the competent court of Nanterre.
ARTICLE 17 – CUSTOMER ACCEPTANCE
These GCS are expressly approved and accepted by the Customer. The latter declares to have perfect knowledge of it and therefore waives the right to rely on any contradictory document and, in particular, its own general conditions, which will be unenforceable against ALMOND, even if the latter was aware of them.
