TERMS AND CONDITIONS OF SALE AND USE
Effective May 11, 2020
I. About MANDARINE ACADEMY
The Services are provided by Mandarine Business School, a simplified joint-stock company under French law with a capital of 33,610 Euros, listed on the register of companies and commerce in Lille Metropole under the number 501728752 00038, whose head office is located at 1 bis rue de Versailles 59650 VILLENEUVE D’ASCQ (« Mandarine Academy »).
II. Scope of General Terms of Sale and Use
These terms and conditions of sale and use (“ToU”) are applicable to all use and access to the Services. They are validated electronically by the Client at the time of the Subscription and at each modification of the ToU.
In any case, the ToU are available at any time on the Site for the Client, Administrators and Users. The ToU take precedence over all contractual documents issued by the Client.
The Client, Administrators and Users acknowledge that they have read and understood the ToU. MANDARINE ACADEMY reserves the right to modify the ToU at any time by notifying by email the Client, Administrators and Users of any new version; and in turn, those parties shall take notice of these changes.
Terms beginning with a capital letter in the ToU have the following meaning:
- Application Programming Interface (API) designates the programming interface that allows the Client to interconnect MANDARINE ACADEMY’s 365 Learning Solution to third party tools (Web or Desktop application) under their sole responsibility.
- Administrators (one or more) designate the Client or physical persons employed by the Client and authorized to use the Backend, a management and operating tool for the 365 Learning platform, for business purposes: they have access to an Account to set up or perform actions on User Accounts.
- Client designates any physical person or registered entity who subscribes for professional purposes to the Services, which is part of his/her business, industrial, artisanal, liberal, or agricultural activity, including when he/she is acting on behalf of a name or account of another professional.
- Users designate the physical persons employed by the Client and authorized to use the Services for professional purposes.
- Accounts designate a valid account that provides access to the Services subscribed to by the Client.
- Quote designates the written document proposed by MANDARINE ACADEMY to the Client containing its offer of Services and Prices. In the event of a contradiction between the ToU and the Quote, the Quote shall prevail.
- Personal Character Data designates any personal character data relating to a physical person who is or could be identified.
- Duration designates the firm number of months (twelve (12)months) chosen by the Client during which he/she can access and use the Services.
- Formula designates the type of offer the Client has subscribed to (365 Learning, Pack, eCoach, Booster, etc.) specifying the number of Users.
- License designates the non-exclusive license to use access to Services offered by MANDARINE ACADEMY to the Client and Users.
- Active User License refers to any user registered on the platform who has the licenses associated with the services deployed on that platform. This is expressed by the accounting of these licenses assigned to the user. As such, all of the contractual criteria for accounting for an “active” user are:
- Be registered on the platform as a user authorized by the recipient structure
- Have at least one license associated with the services assigned to the user
- Have made a connection at least once over the billing cycle period (monthly or quarterly).
- Parties (one or more) designate MANDARINE ACADEMY and/or the Client.
- Pricing designates the prices of the Services chosen by the Client.
- Services (one or more) designate all the provision of access licenses and additional services that can be provided at the Client’s request by MANDARINE ACADEMY including configuration, support, or training.
- Site refers to the MANDARINE ACADEMY website accessible to the following http://mandarine.academy/ address and presenting the Services.
- Subscription designates the contractual commitment between the Client and MANDARINE ACADEMY to obtain the Services.
IV. Description of Services Provided by Mandarine Academy
4.1. Description of Services
MANDARINE ACADEMY supports the digital transformation of companies by facilitating the full ownership and use of new technologies by all employees. MANDARINE ACADEMY offers an online service, the 365 Learning platform that allows to discover the benefits and uses of the Office 365 offer, and thus to be able to use these applications and tools more efficiently. This Service is a SaaS platform that integrates different training content, videos and webconferencing animated sessions.
At the Client’s request and against payment, MANDARINE ACADEMY can through its Consulting, Deployment, Training, and Integration Service help the Client identify his/her needs with respect to the proposed services and train Administrators and Users for optimization of use. Administrators and Users can contact support by email or chat for information about access to the Services.
4.2. The Administrators and Users
Accounts have two levels of access: Administrator and User. By default, the Account set up by MANDARINE ACADEMY is an Account for an Administrator. When the Client subscribes to Accounts for one or more of the Users, they have access to the Services under the terms set by the Administrators. Clients may, under their sole responsibility, offer access to third parties who are exclusively co-contractors of the Client, who will be able to consult the content defined by the Administrators. Administrators have access to all user activity tracking.
V. Access to Services Upon Registration
5.1. Registration and Creation of the Administrator Account
To access and use the Services, the Client must be legally able to contract and submit to any applicable law (French and/or foreign). Services should be used for professional purposes only. At the Client’s request, MANDARINE ACADEMY will create the Administrator Account, using the information provided by the Client and as following:
- The name of the company
- The Administrator’s last name, first name and email address
- The country
The email address must remain valid as long as the Account remains active.
In the event the Administrator’s Account changes, the Client or Administrator concerned must notify MANDARINE ACADEMY in writing, via email or support request, by providing the relevant new information for the modification of the Account and the update of the new Administrator’s Account.
5.2. Accounts of the Administrators and Users
Administrators and Users warrant that they are authorized to use the Services and have accepted the ToU on behalf of the Client.
The Administrator sets up the configuration of User Accounts.
The password associated with the Account is strictly personal and confidential and should not be shared with third parties. Administrators and Users are responsible for the loss or theft of their password. MANDARINE ACADEMY recommends that Administrators and Users regularly change their passwords and choose complex passwords with letters, numbers, and special characters.
MANDARINE ACADEMY invites Administrators and Users to visit the CNIL (National Commission on Informatics and Liberty) website, which offers a list of tips for managing passwords securely.
VI. Obligations of MANDARINE ACADEMY
MANDARINE ACADEMY grants the Client a non-exclusive right to access and use the Services in accordance with the ToU.
MANDARINE ACADEMY will exercise caution and diligence in providing a quality service, in conformity with recognized professional standards. MANDARINE ACADEMY will work on ensuring permanent access to Services, 24 hours a day and every day except in the case of scheduled maintenance as defined in Article 10.1.2 of the ToU, suspension of access to Services for one of the cases prescribed in the same article or force majeure (beyond its control) as defined in Article 14.5 of the ToU.
VII. Obligations of the Client, Administrators and Users
7.1. Access to Services by Administrators and Users
Administrators and Users must use the Services in accordance with the ToU. They agree to be bound by the License throughout the period of validity of the License.
The Client shall vouch for his/her Administrators’ and Users’ compliance with the ToU.
To access the Services, Administrators and Users must have access to an internet-connected device and use a recent browser configured for cookie acceptance. All necessary costs for the equipment and connection of Administrators and Users to the Internet and their access and use of the Services, are the sole responsibility of the Client on whose behalf the Services are used.
7.2. Use of Services
To use and access the Services, the Client, Administrators, and Users agree to:
- Always provide exact and truthful Personal Character Data and update it if necessary, so that it remains complete and accurate.
- Use the Services in conformity to their ultimate respective purposes and according to the ToU and collaborate in good faith with MANDARINE ACADEMY.
- Use the API in accordance with the documentation provided if this has been implemented.
- Respect the rights of third parties and, more generally, all applicable laws and regulations relating to the use of the Services.
- Not damage the reputation of MANDARINE ACADEMY, denigrate the Services or defame MANDARINE ACADEMY, especially on the internet, including social networks, and to use measure and caution regarding comments about MANDARINE ACADEMY, its employees, and/or its Services that they would like to post online.
- Not engage in any conduct that could interrupt, destroy, limit or more generally harm MANDARINE ACADEMY or allow Clients and Users to access and use the Services without permission, including using viruses, malicious codes, programs, or files.
- Not copy or sell all or part of the Services and Site.
In the event of a violation of the above, MANDARINE ACADEMY reserves the right to suspend access to the Client’s Accounts without any compensation.
The Client acknowledges that he/she has verified the adequacy of the Services to his/her needs and has received all the information and advice necessary to subscribe to the Services.
The Client agrees to make payments to MANDARINE ACADEMY in accordance with Article VIII of the ToU.
8.1. Price of Services
The applicable prices for the Services are communicated by any means to the Client upon his/her request based on MANDARINE ACADEMY’s choice and before the Subscription.
Prices may differ based on the number of Services and Accounts required for Administrators and if applicable, for Users and the possible application of currencies and taxes.
The Services chosen by the Client at the beginning of the Subscription will bind him/her for the duration of the contract.
During the term, the Client will be able to increase the number of Services and subscribe to a Formula of a higher amount, but under no circumstances exchange one Service for another or decrease the number of Services subscribed to or subscribe to a Formula of a lower amount.
MANDARINE ACADEMY reserves the right to make promotional offers that may differ from the pricing policy communicated to the Client.
All amounts due under the ToU are payable in advance. MANDARINE ACADEMY may agree, but is not obliged, to grant the Client the benefit of a monthly payment under the following conditions: a minimum one-year commitment and payment by bank card upon order placement.
MADARINE ACADEMY may also accept that the Client’s Subscription is paid via wire transfer. In this case, a quote will be sent to the Client and the acceptance of the Client will take place at the time of the transfer. An invoice will then be issued and addressed to the Client. The Client will only be able to benefit from the Services after the transfer is made.
In the event of a late payment, the Client will be subject to a late penalty fee of forty (40) euros in accordance with Article L441-6 of the Code of Commerce. Any delay in payment shall entail the payment of interest by the Client on the outstanding amount from the due date until the date of the amount due.
The interest rate corresponds to the rate applied by the European Central Bank, at maturity, for its euro transactions, increased by ten (10) percentage points.
The Client will be required to reimburse MANDARINE ACADEMY for all costs (including any legal fees) associated with the recovery of payments not honored by the Client.
MANDARINE ACADEMY reserves the right, in the event of non-payment by the Client of one of its invoices, or in the event of a violation of a stipulation contained in the ToU, to suspend access to the Services until the payment is received in its entirety.
Invoices are drawn up by electronic means only, which the Client expressly accepts. The list of invoices is available online for the Client from a link that is communicated to him/her by MANDARINE ACADEMY or sent by email. Clients agree not to broadcast this link, which they may, under their responsibility, enable or disable.
The Client agrees to inform MANDARINE ACADEMY of any changes in its postal and banking address or any other information required for payment.
The Client agrees to keep active the means of payment (bank account, bank card) associated with his/her MANDARINE ACADEMY account, especially in case of direct debit, and to inform MANDARINE ACADEMY with sufficient notice of any changes in bank details to enable MANDARINE ACADEMY to more effectively address the changes and to continue the debits.
Any dispute over an invoice must be expressed within 15 days of the date of the invoice (or pro forma invoice) via a letter or email addressed with acknowledgement of receipt.
In the absence of such a letter or email, the Client will be deemed to have accepted the invoice.
8.4. Changes to Price Policy
MANDARINE ACADEMY reserves the right to update its Pricing policy at any time subject to the following stipulations.
The new Pricing policy is immediately applicable (i) for new Clients, and (ii) for signing up for a new Service, whether Clients are new or existing.
For existing Clients, the new Pricing policy for existing services will be applicable after renewal of the term.
Prices applicable to Clients, when creating their Account, are guaranteed until the renewal of the Duration.
IX. Duration and Termination
The Subscription is carried out for a duration of twelve (12) months and will then be renewed by tacit agreement by period of twelve (12) months, in the absence of a cancellation notice addressed by the Client to Mandarine Academy by registered letter, together with acknowledgement of receipt, thirty (30) days before the expiry of each annual period.
MANDARINE ACADEMY will inform the Client, by any written means, of the tacit renewal of the Subscription for a new period of twelve (12) months, within a maximum of two (2) months before the expiry of each annual period. This notification will be accompanied by the new tariff schedule.
9.2.1 Termination by Client
Clients can terminate subscription by informing MANDARINE ACADEMY by registered letter, together with acknowledgement of receipt, thirty (30) days before the expiry of each annual period. Any termination will become effective at the end of the Duration initially stipulated: the entire Duration initially stipulated will be billed despite the current termination of Subscription. No refund or credit can be made for partial use of the Services.
9.2.2 Termination by MANDARINE ACADEMY
MANDARINE ACADEMY reserves the right to terminate a Client’s Subscription at any time in the event of non-compliance with the ToU by that same Client or by the Administrators and Users for the Account from which the Services are used. In the event of a late payment of more than thirty (30) days, MANDARINE ACADEMY will consider that the Subscription has been terminated on the date on which the payment is due. MANDARINE ACADEMY reserves the right to unilaterally terminate a Client’s Subscription if the content stored, posted, and/or exchanged by Administrators and Users creates operational or server problems.
The concerned Client will be notified by registered letter and Administrators will have access to the Services for a period of no more than one (1) month.
9.2.3 Data Access/ Data Restitution/ Data Erasure
After the Duration or Termination of the Subscription, whatever the reason, within one month of the end of his/her Subscription, the Client will be able to apply to MANDARINE ACADEMY to allow Administrators and Users to access the Services for 48 hours under the conditions of access to the Services as a trial (Freemium) to view and export the following data, in a structured format, commonly used and readable by any device: user lists, emails, viewed contents.
MANDARINE ACADEMY will anonymize from its servers the Client’s Users information three (3) years after the end of their subscription.
X. Responsibility and Exclusion of Guarantees
10.1 MANDARINE ACADEMY’s Responsibilities and Guarantees
MANDARINE ACADEMY provides Services in terms of an obligation of means.
Services can never replace the administrative and management functions and obligations of the Client. Subject to Subscription to the Services concerned, the support of MANDARINE ACADEMY is given only for the use of the Services, but not for the organization or management of the Client’s activities.
The information provided by MANDARINE ACADEMY does not constitute advice, whether commercial, financial, legal, or otherwise.
In the absence of a Support Services Subscription, the Client will be able to consult the FAQ (Frequently Asked Questions) site accessible from the 365 Learning website: https://365learning.dileap.com/en/q-a.html.
MANDARINE ACADEMY does not guarantee that the Services will enable the Client to achieve the desired results or achieve desired objectives. More generally, MANDARINE ACADEMY does not guarantee that Subscription to Services will improve the performance of the Client’s business.
This clause is essential to MANDARINE ACADEMY and is part of the Parties’ agreement.
Under no circumstances will MANDARINE ACADEMY be directly or indirectly liable for any damage caused to the Client, Administrators and Users or a third party because of their fault.
MANDARINE ACADEMY does not guarantee that the Services do not contain any anomalies, bugs or errors that can be corrected, that they will operate without interruption or malfunction, or that they are compatible with hardware or configuration other than those expressly approved by MANDARINE ACADEMY.
Service updates can be held at any time and may cause a temporary service outage. MANDARINE ACADEMY reserves the right to temporarily interrupt access to the Services: to perform technical maintenance or improvement interventions of the Services that will contribute to their proper functioning or to repair a failure. MANDARINE ACADEMY will make its best efforts to notify the Client of these interruptions; in the event of unavailability of servers for any reason; in case of unpaid, breaches of ToU, third party breaches of the security of the Services and contents hosted by MANDARINE ACADEMY. No temporary interruption of the Services will result in any compensation for the Client. Services can be modified based on improvements and updates made without informing the Client. Services may be modified, amended, and/or otherwise modified at any time and at the sole discretion of MANDARINE ACADEMY.
10.2 Guarantee Limitation of MANDARINE ACADEMY
WITHIN THE LIMITS OF THE CURRENT LAW, MANDARINE ACADEMY’S SERVICES (INCLUDING SERVICES FREE OF CHARGE) ARE PROVIDED AND LICENSED AS OF THE STATE WITHOUT ANY GUARANTEE OF ANY KIND, EXPLICIT OR IMPLIED. MANDARINE ACADEMY DOES NOT GUARANTEE THAT THE USE OF THE SERVICES WILL BE CONTINUOUS OR ERROR-FREE.
Whatever the cause, MANDARINE ACADEMY’s cumulative overall liability can never exceed the amount collected from a Client by MANDARINE ACADEMY in compensation for the Duration of the Services. MANDARINE ACADEMY can only be liable for the only damage that MANDARINE ACADEMY is directly and exclusively responsible for, without any joint or in solidarity commitment with the third parties who contributed to the damage.
10.3 Responsibility and Guarantee of the Client
10.3.1 Access and Use of Services
The Client recognizes that Services are a particularly complex platform, especially in terms of computer technology. As it stands, tests and experiments cannot cover all possible uses. The Client is therefore committed to bear the risks of inadequacy or unavailability of the Services. The Client acts as an independent entity and therefore assumes all the risks of his/her activity. The Client is solely responsible for the Subscription, the information of the contents and files transmitted, distributed, or collected, as well as their functioning and updating. The Client is responsible for:
- His/Her access and use of the Services, including the ones of the Administrators and Users
- Obtaining and maintaining all the equipment required to access the Services
- Ensuring that such equipment is compatible with the Services
The Client can at his/her own risk give his/her clients access to his/her Account.
The Client’s insurance must cover these risks. The Client must make all claims against MANDARINE ACADEMY within forty-eight (48) hours following the event.
10.3.2 Equipment of the Client , Administrators, and Users
To use and improve Services, MANDARINE ACADEMY may recommend technical requirements or certain configurations. The Client, Administrators and Users are responsible for monitoring these technical requirements or recommendations.
The Client, Administrators and Users are solely responsible for their connection to the internet and all related costs.
Access to the Services can be done through software downloaded to the Client’s , Administrators’, and Users’ terminals.
The Client, Administrators and Users agree that MANDARINE ACADEMY can automatically update these software, and the ToU will apply to these updates.
The Client, Administrators and Users state that they understand that MANDARINE ACADEMY cannot be held responsible in the event of internet interruption, viruses affecting their data and/or software, possible misuse of Account passwords and, more generally, any damage caused by third parties.
The Client is solely responsible for the use and implementation of security, protection and safeguarding of his/her equipment, contents, and software.
As such, the Client agrees to take all appropriate measures to protect his/her contents. The Client, Administrators and Users vouch not to commit any act that could jeopardize the security of the Services.
10.3.3 Client Guarantees
The Client guarantees MANDARINE ACADEMY (and its affiliates and subsidiaries and their officers, directors, employees, agents) against any claim or demand, including reasonable legal fees, made by a third party as a result of the violation of the ToU, their misuse of the Services (including the misuse of Administrators and Users) or the violation of any law or rights of a third party.
The Client recognizes that the Services are used in accordance with applicable laws and regulations. In the event that MANDARINE ACADEMY is held jointly liable by the tax authorities for the improper use of the Services by the Client and/or the Administrators and/or Users, the Client agrees to compensate MANDARINE ACADEMY up to the full amount that could be claimed.
XI. Intellectual Property
11.1 Intellectual property of MANDARINE ACADEMY
The Site and Services belong to MANDARINE ACADEMY without any limitation.
Clients, Administrators and Users can use the Services in accordance with the License. All rights not expressly granted by the ToU are reserved.
THE MANDARINE ACADEMY sites and software developed by MANDARINE ACADEMY are original works protected by intellectual property rights and international conventions. The Client, Administrators and Users guarantee that they will not modify, rent, borrow, sell, or distribute these works, or create derivative works based in whole or in part from them. They agree not to implement a reverse engineering process (retro-engineering), except under legal conditions.
No use of the name or trademark of MANDARINE ACADEMY may occur without its prior written consent.
The Client, Administrators and Users recognize that MANDARINE ACADEMY is the sole owner of its intellectual property rights and must at no time challenge this property or the validity of MANDARINE ACADEMY’s intellectual property or the rights attached to it.
Items available through Services or on sites such as software, databases, tools, platform, Web pages, texts, photographs, images, icons, sounds, videos and more generally all the information available to the Client, Administrators and Users are the property, entirely and exclusively of MANDARINE ACADEMY.
Neither of the Parties acquires intellectual property rights on the other’s databases, trademarks, drawings, graphics, screens, or software.
11.2 Client Intellectual Property
Client Data belongs to the Client who expressly authorizes MANDARINE ACADEMY to use this data exclusively under the conditions and limits set out in these ToU, and in Article XII.
XII. Personal Character Data Protection
The European Regulation 2016/679 of 27 April 2016 (GDPR) which comes into force on 25 May 2018 establishes a new mechanism for the protection of Personal Character Data. Article 28 of the GDPR specifies that the processing manager and the subcontractor must provide by contract a number of specific references relating to the treatment of personal character data, which are included in this article.
12.1 Treatment Description
MANDARINE ACADEMY collects and processes data that Administrators and Users voluntarily provide to access the Services and use the Services in accordance with these ToU, as well as data on the preferences of Administrators and Users:
– Last name, first name, email, address, photography, credentials, IP address…
MANDARINE ACADEMY can also process this data to offer its Clients and prospects commercial offers.
12.2 Obligations of the Parties
The Parties recognize that MANDARINE ACADEMY, to carry out its obligations under these ToU, will have access to and will process the Personal Character Data provided by the Client as a subcontractor within the meaning of the regulations.
The Client recognizes that the resources implemented under these ToU by MANDARINE ACADEMY are sufficient regulatory guarantees.
MANDARINE ACADEMY agrees to process the Personal Character Data defined in Article 12.1 for the sole purpose and conditions agreed in the ToU, to provide the Services and fulfill its obligations under these ToU.
As a processing manager, the Client is responsible for complying with his/her own legal and regulatory obligations to process Personal Character Data. The Client agrees to comply at any time with the laws and regulations in force in this area. As a subcontractor, MANDARINE ACADEMY is limited to following the Client’s documented treatment instructions, subject to alerting the Client in the event of non-compliant instructions.
The Parties recognize that the realization of the purpose of these ToU and the use of the Services are the Client’s documented instructions. It is specified that any instruction that is not documented in writing, or that is not in compliance with the regulations, is not taken into account by MANDARINE ACADEMY.
MANDARINE ACADEMY immediately informs the Client whether, in its opinion, an instruction constitutes a violation of this regulation or other provisions of the European Union law or Member States law relating to the protection of Personal Character Data.
It is understood that MANDARINE ACADEMY cannot be held responsible for the decisions made by the Client as the person responsible for the treatment and that the purpose of these ToU is not the provision of legal advice.
The Client agrees to immediately alert the provider in the event of any change in the services requested by the Client, resulting in or risking a change in the status of MANDARINE ACADEMY with the regulations in force.
12.3 Obligations of the Subcontractor
12.3.1 Cooperation and Assistance
The Client acknowledges that the following diligences meet MANDARINE ACADEMY’s obligation to cooperate and assist in ensuring compliance with regulatory data processing, including:
- Notifications of violations, which will be sent to him/her by MANDARINE ACADEMY without undue delay after examining the violation (12.3.2 Security and Confidentiality).
- Requests to exercise the rights of the Client’s clients (access, rectification, opposition, portability). As a subcontractor, MANDARINE ACADEMY is limited to assisting the Client to enable him/her to fulfil his/her own obligations. Thus, MANDARINE ACADEMY never responds to requests for practice that are addressed directly; In the event that MANDARINE ACADEMY is to be the recipient of such a request, this one will be forwarded to the Client without undue delay so that the Client can manage the follow-up.
- Documents and information needed for the processing manager to fulfill his/her Accountability obligations.
12.3.2 Security and Privacy
The Client recognizes that the following due diligences meet the security and confidentiality obligation necessary to comply with regulatory processing:
- Client Data and Services are hosted on MANDARINE ACADEMY’s own servers, housed in Microsoft Azure’s infrastructure in France, one of the world’s leading professional hosts.
- The security of the servers and the update of MANDARINE ACADEMY’s operating software is carried out in real time.
- MANDARINE ACADEMY uses the TLS-SSL protocol to encrypt data transfers. This encryption process protects data by systematically scrambling the information prior to transferring it to MANDARINE ACADEMY.
- MANDARINE ACADEMY only allows access to the Client’s Services and Data to persons specifically authorized by MANDARINE ACADEMY and the Client.
- No MANDARINE ACADEMY employee has access to Client Data unless access to this information is required for Subscription or for the implementation of the Services. At the request of the Client, Administrators, or Users, MANDARINE ACADEMY will be able to connect remotely to their Accounts, after formalizing the User’s agreement, to assist them in setting up or using the Services.
- Each MANDARINE ACADEMY employee is bound by a commitment to the protection of Personal Character Data.
- MANDARINE ACADEMY will notify the Client of any breach of Personal Character Data entrusted to MANDARINE ACADEMY by the Client, without undue delay after examining it in view of the notification time given to the processing manager under articles 33 and 34 of the GDPR.
- MANDARINE ACADEMY will promptly investigate any breach of Personal Character Data in order to remedy such a breach.
- MANDARINE ACADEMY will inform the Client promptly of corrective measures and measures put in place to remedy them.
- MANDARINE ACADEMY agrees to assist the Client in its process of setting up a privacy impact study, within the limits of the provision of subcontracting and information available to MANDARINE ACADEMY, without its liability being sought as a result.
12.3.3 Later Contracting Out
The Client accepts that MANDARINE ACADEMY may use subsequent subcontractors acting on its behalf and, on its account, in order to assist MANDARINE ACADEMY in the processing of the Client’s Personal Character Data processing.
For example, MANDARINE ACADEMY uses the following providers:
- Sendiblue and Mailjet for sending emails
- Microsoft Azure for video hosting and processing services
- GetQuanty for tracking and analyzing users
- Hubspot for customer relationship management
- Cookie First for Cookie Management
- Google Analytics for site tracking
- OptinMonster and Hotjar as marketing tools
- Sylius for order management.
MANDARINE ACADEMY informs the Client of any planned changes regarding the addition or replacement of a later subcontractor by any written means at its convenience.
Clients may object to such an addition or replacement by notifying MANDARINE ACADEMY in writing within 10 days of receiving the notification of addition or replacement sent by MANDARINE ACADEMY. The Client acknowledges and accepts that the absence of objection within the aforementioned time frame amounts to an acceptance on his/her part of a new subcontractor. In the event that the Client objects to the appointment of a later subcontractor, the Parties agree that either party may terminate the Subscription.
MANDARINE ACADEMY enters a contract with any subsequent subcontractor containing the same obligations as those set out in these ToU, including requiring the subsequent subcontractor to process the Client’s Personal Character Data only in accordance with MANDARINE ACADEMY’s written instructions.
MANDARINE ACADEMY remains fully liable to the Client for any treatment performed by the subsequent subcontractor in violation of the obligations of these ToU.
12.3.4 Location – Data Transfers
MANDARINE ACADEMY may not disclose Client Data or Support Data to any party outside MANDARINE ACADEMY or its subsidiaries and affiliates, except (1) at the request of the Client, (2) in accordance with the provisions of the Terms of online Services , or (3) if required by law.
MANDARINE ACADEMY agrees not to disclose Client Data to public authorities unless required by law. If public authorities contact MANDARINE ACADEMY for Client Data or Support Data, MANDARINE ACADEMY will invite them to directly address their request to the Client. If MANDARINE ACADEMY is required by law to disclose Client Data or Support Data to public authorities, it agrees to notify the Client without undue delay and to provide a copy of the demand, unless legally prohibited.
Upon receipt of a request for Client Data or Support Data from a third party, MANDARINE ACADEMY will notify the Client without undue delay, unless legally prohibited. MANDARINE ACADEMY will reject the demand, unless required by law. If the request is valid, MANDARINE ACADEMY will endeavor to redirect the third party to request the data directly from the Client.
MANDARINE ACADEMY cannot provide a third party with direct, indirect, general or free access to Client Data or Support Data; (b) encryption keys used to secure Client Data or the ability to force encryption; or (c) access to Client Data or Support Data as long as MANDARINE ACADEMY knows that this data will be used for purposes other than those indicated in the third party’s request.
Under the above, MANDARINE ACADEMY will be able to provide the third party with the Client’s basic contact information.
12.3.5 Restitution, Personal Character Data Destruction
At the end of this contract, at the Client’s choice and within thirty (30) days of the Client’s request to MANDARINE ACADEMY for this purpose, MANDARINE ACADEMY will immediately return to the Client all Personal Character Data and copies of it, or safely delete or destroy Personal Character Data.
Without prejudice to the provisions of section 12.3.3, MANDARINE ACADEMY reserves the right to outsource all or part of the Services.
14.1 Non-Solicitation of Staff
The Client agrees not to hire or solicit the hiring or services (in any form), for himself/herself or for a third party, directly or indirectly, any employee of MANDARINE ACADEMY (i.e. any employee of MANDARINE ACADEMY on the day of the conclusion of the Subscription, or who would enter into an employment contract with MANDARINE ACADEMY during the duration, not important whether he/she left MANDARINE ACADEMY during this period) or to induce one of the employees of MANDARINE ACADEMY to cease the duties he/she carries out or will carry out in MANDARINE ACADEMY.
This obligation will end twenty-four (24) months after the termination of the Subscription for any reason.
In the event of non-performance of this article, the Client agrees to pay MANDARINE ACADEMY as a criminal clause, a sum equal to twenty-four (24) months of the monthly salary (deducted from employer and wage social contributions) paid by MANDARINE ACADEMY to the employee concerned on the date on which the obligation was found to be breached.
This penalty will be due for each MANDARINE ACADEMY employee who is hired by the Client or whose services would be requested by the Client in any form. In accordance with Article 1228 of the Civil Code, MANDARINE ACADEMY may continue the enforcement of this obligation instead of claiming payment of this penal clause.
“Confidential Information” is, without this list being limited, all information and data communicated by one Party to the other Party, as part of the performance of the Subscription, in writing and/or orally, in the form of graphics, drawings, plans, reports, client lists, price lists, results, meeting minutes, instructions and other items of any kind.
Each Party agrees on its behalf (and on behalf of and on account of its corporate officers, employees, and subcontractors) to keep strictly confidential, using the same means and procedures as those used for its own confidential information, Confidential Information.
This obligation of confidentiality does not cover Confidential Information:
- that is in the public domain at the date of its disclosure or one that has fallen into the public domain after that date (without this fact resulting in a violation of the ToU)
- that has been communicated to a Party in a non-confidential manner by a source other than the other Party if it is not in violation of a confidentiality agreement or the ToU
- that a statutory or regulatory provision or a court decision or some authority would require disclosure.
14.3 No Right of Retraction
In accordance with the Consumer Code, the right of retraction is not applicable to Services provided by MANDARINE ACADEMY as they are exclusively intended for professional Clients and are part of their commercial, industrial, artisanal, liberal or agricultural activity, including when acting on behalf of or on account of another professional.
For any request, the Client, Administrators and Users can write to MANDARINE ACADEMY, 1 bis rue de Versailles 59650 VILLENEUVE D’ASCQ. The Client, the Administrators and Users may report abuse, harassment, inappropriate content, privacy complaints or, more generally, any violation of the law by a third party by sending a notification to MANDARINE ACADEMY with the following information:
- The date of notification
- Last name, first name, job, address, nationality, date, and place of birth (and for a company: form, name, address, and representative)
- A description of the facts and their location
- The reason for the notification (with a legal explanation)
- A copy of the letter sent to the author of the content or the justification that the author cannot be contacted.
14.5 Force Majeure
No party will be liable for any failure or delay in the execution caused by a force majeure (beyond control) element under Article 1218 of the Civil Code, as but not limited to, fires, floods, natural disasters, earthquake, Internet outage by the ISP (Internet Service Provider), cyber-attacks, strikes, lockout (“Force Majeure”).
In this case, the obligations of the Parties will be suspended from the notification of this exonerative cause by one of the Parties to the other Party until its termination.
To the extent that such circumstances would continue for more than fifteen (15) days, the Parties agree to engage in discussions to change the terms of their respective commitments.
If no agreement or alternative were possible, these commitments could then be terminable without damages, on simple written notification by registered letter, together with acknowledgement of receipt, without compensation or notice.
14.6 Divisibility, Waiver, Disability
The ToU and the Confidential policy constitute the entire agreement between the Client and MANDARINE ACADEMY regarding the Services.
No waiver by MANDARINE ACADEMY of any of its obligations should be considered or interpreted as a waiver of its benefit. If one or more stipulations of the ToU are declared invalid, the others will retain all their strength and scope. In this case, the Parties shall, if possible, replace this cancelled stipulation with a valid stipulation corresponding to the spirit and purpose of the ToU.
14.7 Relations Between Parties
The ToU cannot in any way be considered to establish between the Parties a common-minded or a partnership or any other situation that results in any reciprocal representation or solidarity with third parties. The ToU will not generate any relationship of subordination between the Parties, who maintain their complete autonomy from each other.
14.8 Intuitu Personae
Clients, Administrators and Users are strictly prohibited from ceding all or part of their rights and obligations under the ToU.
Unless otherwise stated, MANDARINE ACADEMY is authorized by the Client to name the Client on any document, electronic or otherwise, as a reference.
14.10 Item Survival
Articles IX, X, XI, XII, XIII and XV will survive the expiration or termination of the Subscription for any reason.
14.11 Ethics and Sustainable Development
The Parties state that they respect the principles defended by the International Labor Organization and their existing labor law legislation, participate in the prevention of risks focused on work safety and, more generally, comply with existing legislation on workers’ health and safety, adhere to environmental protection principles and control the environmental consequences of their activities and participate in the fight against corruption.
XV. Applicable law
The ToU are governed by French law. The effective date of the ToU is: 11 May 2020. If a translated version of the ToU conflicts with the French version, the French version will prevail.
WITHIN THE LIMITS OF THE CURRENT LAW, ANY DISPUTE OVER ITS VALIDITY, INTERPRETATION OR EXECUTION WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE FRENCH COURTS LOCATED NEAREST TO THE HEADQUARTERS OF MANDARINE ACADEMY, INCLUDING IN THE CASE OF A WARRANTY APPEAL OR PLURALITY OF DEEDS.