GENERAL TERMS AND CONDITIONS OF SALE FOR TRAINING AND SERVICES

The present General Terms and Conditions of Sale (“GTCS”) are intended to define the terms under which STid grants the client, purchaser (i) professional, natural person or legal entity, or (ii) individual (the “Client”), a training course from its training offers, delivered in person and/or remotely (“Trainings”).

The participant in any training (“Participant”) is either (i) the Client, or (ii) an employee of the Client. In the latter case, the Client guarantees compliance with these GTCS by the Participant.

The GTCS are supplemented by any additional general conditions (“Supplementary GTCS”), depending on the additional product or service ordered and mentioned in the quotation. The application of any other general terms and conditions of purchase/sale, special conditions, or provisions contained in any other document provided by the Client is excluded.

1. OFFER

All Trainings offered by STid are available online on its website. The Client shall inform STid in advance of the chosen training modality for the Participant, acknowledging its binding and final nature. In the event of the Client’s refusal of any modification made by STid, the latter cannot be held liable.

1.1. Classroom Training (ILT – Instructor-Led Training)

Classroom Trainings (ILT) are organized at STid’s premises, at the Client’s premises, or at another location chosen by the Client. ILT sessions are interactive and delivered by an experienced trainer. They allow Participants to benefit from direct and personalized real-time learning, facilitating exchanges with the trainer and among Participants.

1.2. Online Training (vILT – Virtual Instructor-Led Training)

Online Trainings (vILT) are interactive virtual sessions delivered in real time via a dedicated platform, enabling Participants to attend remotely while benefiting from trainer-led guidance. These sessions are similar to classroom training, offering direct interaction with the trainer and Participants, but conducted in a virtual environment. Participants can ask questions, interact, and follow demonstrations remotely.

1.3. On-Site Training (OST)

On-Site Trainings (OST) are conducted directly at the Client’s premises. These sessions are specifically tailored to the Client’s needs and may be customized according to training objectives and the Client’s environment. The purpose is to train Participants in their own working context, ensuring a practical and contextualized learning experience. A qualified STid trainer travels on-site to deliver the training and address the Client’s specific needs.

1.4. Professional Services and Statement of Work (SOW)

Professional Services and specific projects are managed through a Statement of Work (SOW). The SOW is a contractual document detailing the specific services that STid must provide to the Client. This document outlines objectives, deliverables, timelines, and service execution terms. The SOW is generally used for tailor-made training, change management, or any other technical service specific to the Client’s needs. The Quotation, accompanied by the SOW, must be signed by the Client prior to commencement of the services.

2. REGISTRATION TERMS

2.1. Registration

Any registration requires, at the Client’s choice:
_ (i) the submission of a completed and signed registration form by email, or
_ (ii) full online registration on STid’s website.

Only the training confirmation notice, sent at least ten (10) business days before the training date, confirms the training session will be maintained.

2.2. Number of Participants

For any Inter-Company Training, a minimum and maximum number of Participants is admitted. Registrations for a session will be closed once the maximum number is reached.

2.3. Additional fees for OST Trainings

OST Trainings outside of France may generate additional fees (transportation, accommodation, trainer’s visa, local taxes, etc.). A specific quotation will be issued and must be accepted before order validation. The Quotation, signed by the Client, must be returned to STid before the end of the validity period mentioned.

2.4. Quotation for SOW or Professional Services

For specific services, such as SOW (Statement of Work) or Professional Services, a technical and financial proposal (“Quotation”) will be provided. The Quotation, signed by the Client, must be returned to STid before the end of the validity period mentioned.

3. TRAINING CONDITIONS

3.1. Teaching Methods and Tools

For Trainings, STid is free to use the teaching methods and tools of its choice. The form and content of teaching materials are determined by STid. STid may also provide Participants with dedicated digital spaces to support learning.

3.2. Training Duration

The duration of a Training may vary depending on the session. The Client agrees to verify the exact duration of the Training, prior to any registration, on STid’s website as well as in any documentation provided.

Training durations are defined as follows:

_ A full day of classroom or online Training (virtual class), whether ILT, vILT, or OST, corresponds to seven (7) hours of instruction.

_ A half-day corresponds to three and a half (3.5) hours of instruction.

_ An evening class in person corresponds to a maximum of three (3) hours of instruction, which may take place between 5:30 p.m. and 10:00 p.m.

3.3. Participant Limit for OST and ILT Trainings

For all OST and ILT Trainings, the Client agrees not to exceed the number of Participants indicated in the Quotation. However, additional Participants may be accepted subject to:
_ (i) STid’s prior written approval, and
_ (ii) adjustment of the invoice in accordance with the applicable rates for the concerned Training.

3.4. Internal Regulations

Participants in classroom Trainings are required to comply with the internal regulations displayed at STid’s premises, which are also available on its website.

Similarly, Participants in remote Trainings must comply with the code of conduct made available to them when connecting to the dedicated digital platform.

STid reserves the right, without any compensation of any kind, to exclude at any time any Participant whose behavior disrupts the proper conduct of the Training and/or constitutes a serious violation of the applicable internal regulations.

3.5. Liability Regarding Training Documentation

STid shall not be held liable for any error and/or omission, of any kind, in the documentation provided to the Participant during the Training.

This documentation must be considered as a learning aid and may not be regarded as a practical manual or an official document explaining applicable regulations. The Client acknowledges and accepts that such documentation does not bind STid as to its completeness, and STid is under no obligation to update the Training after delivery.

3.6. Training Follow-Up

At the end of the Training, STid will provide the Client with follow-up documents, including:

_The attendance sheet,

_ The certificate of completion, stating the date of issue, the title of the Training attended by the Participant, and the certificate number.

_ The invoices related to the Training.

4. FINANCIAL TERMS AND THIRD-PARTY COVERAGE

4.1. Prices

Prices are indicated in euros excluding taxes. The applicable price is that in force on the date of Client registration, provided on STid’s website or in any commercial documentation issued by STid.

4.2. Invoicing

An invoice is issued upon validation of the registration and sent to the Client by any appropriate means. Invoices are payable upon receipt, and at the latest within thirty (30) days from the invoice date.

4.3. Late Payment

In the event of late payment by the Client, late penalties calculated at a rate of three (3) times the legal interest rate will be automatically and legally due to STid, without prior formal notice. A fixed indemnity of €40 for recovery costs will also be due.

4.4. Payment Terms

Payments may be made by bank transfer or any other means accepted by STid and specified on the invoice. No discount will be granted for early payment.

4.5. Financing by a Third Party (e.g., Skills Operator)

When the Client requests coverage of the Training cost by a third-party organization (e.g., Skills Operator / OPCO in France), it is the Client’s responsibility to ensure prior approval of financing and to provide STid with the written agreement of the organization before the start of the Training.

In the absence of such approval or in the event of total or partial rejection of coverage by the third party, the Client remains fully liable for payment of the Training cost.

4.6. Travel and Subsistence Expenses

CANCELLATION, POSTPONEMENT, REPLACEMENT

5.1. Cancellation by the Client

Any cancellation by the Client must be notified in writing to STid.

_ If the cancellation occurs less than eight (8) calendar days before the start of the Training, STid will invoice the Client for 100% of the Training cost.

_ If the cancellation occurs more than fifteen (15) calendar days before the start of the Training, no cancellation fee will be charged.

_ If the cancellation occurs between fifteen (15) and eight (8) calendar days before the start of the Training, STid will invoice the Client for 50% of the Training cost.

5.2. Postponement by the Client

Any request to postpone a Training by the Client must be sent in writing and will only be considered effective upon written acceptance by STid. In such a case, the Training may be rescheduled within a maximum period of three (3) months from the initially scheduled date, subject to STid’s availability.

If the Training cannot be rescheduled within this timeframe due to the Client, the cancellation conditions provided in Article 5.1 shall apply.

5.3. Replacement of a Participant

At the Client’s request, and at no additional cost, a registered Participant may be replaced by another Participant designated by the Client, provided that:

_ The new Participant meets the prerequisites, and

_ STid has been informed in writing at least five (5) business days before the start of the Training.

5.4. Cancellation or Postponement by STid

STid reserves the right to cancel or postpone a Training session in the event of force majeure, insufficient number of Participants, unavailability of the trainer, or any other justified reason.

In such cases, STid will inform the Client as soon as possible and will offer:

_ Either the rescheduling of the Training at a later date,

_ Or a refund of the amounts already paid by the Client, excluding any other compensation.

6. INTELLECTUAL PROPERTY

6.1. Intellectual Property of Documentation Provided by STid

STid retains exclusive ownership of all Trainings and the documentation provided to the Client, through its trainers and partners.

All content and teaching materials, as well as Training sessions designed and communicated by STid, regardless of format (paper, electronic, digital, oral, etc.), remain STid’s intellectual and artistic property, in accordance with the French Intellectual Property Code (“CPI”), and no transfer of rights is granted.

Subject to the Client’s compliance with these GTCS, STid grants a non-exclusive right of use and reproduction, for internal use only, excluding any transfer of ownership, for the Francophone world and for the entire duration of copyright protection. This right is limited to the internal use of original works provided by STid to the Client during the Training sessions.

The Client may not reproduce, display, lend, exchange, transfer, modify, adapt, or transform the documentation, in whole or in part, without STid’s prior written consent. The Client is prohibited from exploiting the documentation for commercial purposes, directly or indirectly.

The Client shall notify STid of any unauthorized use by a third party of which it becomes aware.

No transfer of rights is granted by these GTCS.

6.2. Intellectual Property of Documentation Provided by the Client

Documentation provided by the Client to STid remains the Client’s property. Such documentation may not be used or disclosed to third parties without the Client’s prior express written consent.

STid undertakes to return the documentation to the Client at the end of the Training in the same condition as received or to destroy it, according to the Client’s instructions.

6.3. Intellectual Property Rights Transferred to the Client for Intra-Company Trainings (ILT and OST)

Rights to any elements specifically created for the Client by STid (or its subcontractors) in the context of Intra-Company Trainings, such as studies, reports, summaries, analyses, mock-ups, Training materials, documentation, and software developments including source code (“Deliverables”), are transferred exclusively to the Client as they are produced, subject to full payment of the corresponding price under the Quotation.

STid and/or its subcontractors are prohibited from exploiting the Deliverables in any way, for their own benefit or for third parties, without the Client’s prior express consent.

STid remains the exclusive owner of the intellectual property rights to the documentation used as the base for these specific developments. Pre-existing rights remain STid’s exclusive property. When pre-existing elements are included in the Deliverables, the Client has a non-exclusive right of use, reproduction, display, and circulation, solely for internal purposes.

6.4. Right of Use of E-Learning Modules (vILT)

E-learning Training modules are granted under a non-exclusive, personal right of use, limited to the duration linked to the Training subscribed by the Client. This right begins upon delivery of individual and personal access credentials to the Participant via the email address provided. The right of use is limited to the access period specified for each training module.

7. PERSONAL DATA

7.1. Processing of Personal Data by STid

The Client’s personal data is processed by STid, acting as Data Controller (DC). The purposes of this processing are defined in STid’s Privacy Policy, available on its website. For complete information on data processing, the Client may consult the policy at the following address: [link to STid privacy policy].

7.2. Processing as a Data Processor

If the Client transmits and/or integrates personal data necessary for the provision of a service by STid, the Client acts as Data Controller (DC) and STid as Data Processor (DP) on behalf of the Client.

As a Data Processor, STid agrees to process data in accordance with the Client’s documented instructions and only for the purpose defined in the service agreement. If STid considers that an instruction violates applicable law, including the European Regulation 2016/679 (GDPR), it will notify the Client immediately.

STid guarantees the confidentiality of the data and undertakes to:

_ Ensure that authorized personnel are trained in personal data protection and maintain confidentiality,

_ Maintain a register of processing activities performed on behalf of the Client, as required by GDPR,

_ Apply data protection by design and by default for its products, tools, and services,

_ Implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data,

_ Provide all documentation necessary to demonstrate compliance with personal data protection obligations.

7.3. Audits and Inspections

If the Client wishes to conduct an on-site audit, the operational, security, and financial modalities will be mutually agreed upon. Only one audit per year may be conducted, and the costs are borne by the Client.

A 10-business day notice must be given, and the audit may last no longer than two (2) business days. The audit shall only focus on security and GDPR compliance and must not affect other clients’ information security or disrupt service delivery.

7.4. Data Breach Notification

STid will notify the Client of any personal data breach within a reasonable period after becoming aware of it, accompanied by documentation necessary to allow the Client to report the breach to the competent supervisory authority, if required.

STid has appointed a Data Protection Officer (DPO), reachable at dpo@stid.fr

7.5. Data Hosting

Data collected in the context of STid services is hosted within the European Economic Area, unless otherwise indicated in the product documentation.

7.6. Subcontracting

If subcontracting is necessary, STid commits to signing a written contract with the subcontractor, imposing obligations regarding personal data protection. STid remains responsible toward the Client in case of non-compliance by subcontractors.

The Client authorizes STid to use other subcontractors for specific processing activities, provided that each subcontractor guarantees sufficient measures for security and confidentiality.

7.7. Rights of Data Subjects

Individuals whose personal data is collected by the Client have the rights of access, rectification, erasure, portability, and the rights to restrict processing, object, and determine the fate of their data after death.

The Client guarantees that it has fulfilled GDPR obligations and informed individuals about the use of their data. Furthermore, the Client agrees to document in writing all instructions regarding data processing and to oversee compliance with GDPR obligations.

7.8. Data Retention Period

Personal data is retained only for the duration necessary to fulfill the intended purpose. STid commits to destroy all personal data or return it to the Client or its subcontractor at the end of the service, as applicable. If data must be retained due to legal obligations, STid will inform the Client in writing and will destroy the data as soon as the legal retention period ends.

8. COMPLIANCE AND LEGAL OBLIGATIONS

8.1. Compliance Commitment

STid undertakes, throughout the duration of the Training, to comply with applicable fiscal and social legislation and to be up to date with tax and social contributions. STid refrains from engaging in undeclared work, in accordance with Articles L. 8221-1 et seq. of the French Labor Code.

More generally, STid commits to fulfilling all obligations defined under the Labor Code and not to use subcontractors who fail to comply with these obligations.

8.2. Ethics Charter

STid has established an Ethics Charter to which it commits. The Ethics Charter can be provided to the Client upon request. It describes the minimum requirements that STid, its contractors, and subcontractors must comply with regarding integrity and professional conduct in the context of their activities.

8.3. Legal Compliance and Anti-Corruption

STid commits, for itself and for its subcontractors, representatives, and personnel, throughout the duration of these GTCS, to comply with:
(i) legal provisions, including Law No. 2016-1691 of 9 December 2016 on transparency, anti-corruption, and modernization of economic life (“Sapin II Law”), and
(ii) applicable regulatory provisions regarding the fight against corruption and influence peddling, as well as related international regulations.

GENERAL PROVISIONS

9.1. Modification of the GTCS

The GTCS and any supplementary GTCS are available online and may be modified at any time at STid’s discretion, with publication on STid’s website being sufficient notice. The applicable GTCS are attached to the Quotation or commercial proposal, and any supplementary GTCS can be consulted on STid’s website.

9.2. Nullity of a Clause

If any clause of the GTCS is declared null, it shall be considered unwritten but shall not result in the nullity of the Training.

9.3. Non-Waiver

Failure to enforce any provision of the GTCS or tolerance of its non-performance, temporarily or permanently, shall not be construed as a waiver of that right.

9.4. Use of STid Name

Any reference to STid by the Client as a commercial reference may only occur with STid’s prior express written consent.

STid is authorized to use the Client’s corporate name, trade name, and/or trademarks, and if applicable, the group to which it belongs, as a commercial reference on any medium or occasion for marketing or advertising purposes, without prior authorization from the Client.

9.5. Subcontracting

STid is authorized to subcontract, in whole or in part, the execution of the services covered by the GTCS. STid remains responsible to the Client for the performance of its subcontractors.

9.6. Waiver of Articles of the Civil Code

The Client waives the benefit of Articles 1221, 1222, and 1223 of the French Civil Code.

9.7. Time Limit to Bring an Action

The Client may not bring any action, of any nature or basis, more than one (1) year after the occurrence of the event giving rise to the action.

9.8. Independence of the Parties

The Parties shall conduct their activities independently in the execution of these GTCS, and nothing shall be interpreted as creating a relationship of subordination or a de facto partnership.

9.9. Consumer Mediation

In accordance with Articles L.616-1 and R.616-1 of the French Consumer Code, STid offers a consumer mediation system: CNPM – CONSUMER MEDIATION. In case of dispute, the Client can submit a complaint via the website https://cnpm-mediation-consommation.eu or by post to: CNPM – MÉDIATION – CONSOMMATION – 27 avenue de la Libération – 42400 Saint-Chamond.

9.10. Right of Withdrawal

In accordance with Articles L.221-18 et seq. of the French Consumer Code, within the limits defined therein, the Client has a 14-calendar day right of withdrawal from the date of remote purchase, unless exclusions or limitations apply. Withdrawal is made without having to justify any reason or pay any penalty.

10. DISPUTES AND JURISDICTION

10.1. Election of Domicile

For the execution of these GTCS and their consequences, the Parties elect domicile at their respective registered offices indicated at the top of the Quotation or any invoice. Any change of registered office or address by either Party shall only be binding on the other Party eight (8) calendar days after formal notification.

10.2. Postal Notification

Any postal notification must be sent to STid at the following address:
STid – 20 Parc d’activités des Pradeaux, 13850 Gréasque – FRANCE

10.3. Conciliation Before Legal Proceedings

In case of any difficulty of any nature, and prior to any legal proceedings, each Party agrees to designate a duly authorized person from its company to represent and make binding decisions. These persons must meet within fifteen (15) days following the receipt of the conciliation request letter from the other Party.

10.4. Exclusive Jurisdiction

The GTCS are governed by French law. Any dispute relating to their execution or interpretation shall fall under the exclusive jurisdiction of the Commercial Court of Marseille, even in cases of summary proceedings, third-party claims, or multiple defendants.

For international cases, the dispute shall be submitted to the exclusive jurisdiction of the Commercial Court of Paris if the Client and STid are in different jurisdictions, subject to any contrary stipulation agreed between the Parties.