Terms of Sale for our products and services

1. SCOPE
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1.1 The contracting Parties agree to comply with the following terms and conditions. SAS Seekoya publishes the Cards micro-learning product, covered by these terms of sale.

1.2 This agreement becomes valid and enforceable between the contracting parties once clear and unambiguous consent has been given by any duly authorized person representing the Customer. The Customer accepts these terms of sale by checking the box "I accept the terms of sale" during an online purchase, or when choosing to commit monthly, annually, or over 3 years on the Cards platform, or by signing the purchase order or quote sent.

2. DELIVERY OF SUBSCRIBED PRODUCTS / SERVICES
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2.1 Information regarding subscribed products or services is sent by email to the Customer:
• within thirty (30) days of the invoice date for the ordered products, or on the release and go-live date scheduled and agreed jointly under the contract or quote validated by the Customer.
In this case, Cards micro-learning will make reasonable efforts to inform the Customer of an indicative release date and the progress of ongoing work, particularly for the rollout of customized offers (SSO, Active Directory, white labeling).

2.2 Cards micro-learning shall in no event be held liable for any delay in complying with article 2.1 above, including in cases where a new event or access to new contradictory information requires additional time to carry out a supplementary and priority task, in order to deliver products or services that meet the Customer's expectations.

2.3 Delivery of the product or service will only take place once payment has been made by the Customer, and within the announced timeframe, in accordance with the terms set out in article 3.

2.4 Delivery is triggered either by email via the online sales form, or automatically via an email/password. If the format of the electronic delivery of products or services is defective, Cards micro-learning undertakes to replace the product or optimize the service in question, at no cost to the Customer, provided the Customer informs Cards micro-learning of the defective formatting within 30 days of the original download date or the date the product or service was received.

2.5 The person receiving products or services on the Customer's behalf must immediately check the quality of the products and their conformity with the order. Any claim for apparent defects or non-conformity must be sent in writing to Cards micro-learning within eight days of receiving the products. To this end, the Customer agrees to provide sufficient evidence of such defects.

2.6 No return of products or services will be accepted without prior notice to Cards micro-learning, even in the event of a delivery delay. Any return of a product or service to SAS Seekoya without providing prior information as required by article 2.5 is at the Customer's own risk.

3. PRICING, INVOICING AND PAYMENT
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3.1 The prices shown in orders correspond to each product or service sold, or correspond to monthly or annual subscriptions. They are expressed exclusive of tax. Prices may be revised from time to time. The effective price is deemed to be the one applicable at the time of the order, in accordance with the quote validated by the Customer.
3.2 Payments by the Customer are owed to Seekoya SAS by bank transfer or online card payment via our partner Stripe, as of the date the issued invoice is received, and remain due no later than 30 days after receipt of the invoice in the case of bank transfer by the Customer, unless otherwise stated in the Customer contract. Reminder: our services and products are activated upon receipt of payment.
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4. LIABILITY
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4.1 The Customer, or any other individual or legal entity acting on its behalf, being a professional user purchasing the products or services for its business activities, shall be solely responsible for the choice of products, the use and interpretation it makes of the documents it purchases, the results it obtains, and the actions it takes.

4.2 Under no circumstances shall Cards micro-learning be liable for:
a) damages of any kind, including direct or indirect damages (including, but not limited to, damages for loss of profits, business interruption, and loss of programs or information) arising from the use or inability to use the Cards micro-learning site or products, or any information provided on the site or in the products;
b) any claim attributable to errors, omissions or other inaccuracies in the product or services or their interpretation. Seekoya's liability shall not be engaged in the event of non-compliant use of the platform, or interruption due to force majeure or planned or unplanned maintenance operations. The Customer undertakes to strictly comply with the Cards micro-learning platform's terms of use.

4.3 All information contained in the products was obtained from sources deemed reliable. Cards micro-learning does not guarantee the accuracy, completeness or relevance of the reliability of this information, which cannot be guaranteed to be error-free.

4.4 All products or services sold by Cards micro-learning may, with notice to the Customer, from time to time be modified or substituted with similar products meeting the Customer's needs. This modification does not engage SAS Seekoya's liability, provided that it ensures that the substituted Product or Service is similar to the product originally ordered.

4.5 In the event that, after inspection, it is determined that the products contain defects, Cards micro-learning undertakes to replace the defective products or services as far as possible and without any compensation of any kind. The replacement is guaranteed for a maximum of two months from the delivery date. Any replacement is excluded for any event referred to in article 5 below.

4.6 The timeframes indicated by Cards micro-learning for sending products are given for information purposes only and are not guaranteed. If these timeframes are not met, this cannot lead to order cancellations, except for unacceptable delays exceeding four months past the deadline, without notice to the Parties.

4.7 Seekoya gives no warranty, express or implied, regarding the Cards micro-learning Product, including, without limitation, any warranty of merchantability, fitness for a particular purpose, or absence of errors or interruptions. Although Seekoya implements reasonable security measures, in line with industry standards, to detect and limit the risk of infection by viruses, worms, Trojan horses or any other malicious or destructive code, it cannot guarantee that the Product is entirely free of such infections. However, in the event of confirmed detection of malicious code that could affect the security, integrity or availability of the service or the Customer's data, Seekoya undertakes to inform the Customer as soon as possible, within 48 to 72 hours of becoming aware of the incident, and to implement all reasonable means to limit its impact and restore the service.

5. FORCE MAJEURE

Cards micro-learning shall not be held liable for the non-performance or delay in the performance of its contractual obligations if such non-performance or delay results from a force majeure event within the meaning of article 1218 of the French Civil Code. Force majeure events include, without limitation: natural disasters, fires, floods, epidemics, acts of war, terrorist attacks, riots, labor disputes, full or partial strikes internal or external to the company, equipment failures, government actions, embargoes, interruptions to transport or telecommunications, or any other unforeseeable, irresistible and external event preventing normal performance of the contract. In the event of such an event, Cards will inform the Customer within thirty (30) days of becoming aware of the event, in writing, specifying the nature of the force majeure invoked and its expected duration. Performance of Cards' obligations will be suspended for the entire duration of the force majeure event, with no penalty or compensation owed to the Customer. If the force majeure event continues beyond sixty (60) calendar days, either party may terminate the contract as of right, with no compensation on either side and no possible refund, by registered letter with acknowledgment of receipt.

6. PROTECTION OF CARDS MICRO-LEARNING'S INTELLECTUAL PROPERTY RIGHTS
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6.1 All intellectual property rights attached to the Products or Services are and remain the property of Cards micro-learning and are protected under French and international copyright law and conventions.

6.2 The Customer agrees not to disclose, copy, reproduce, distribute, resell or publish the product, or any part thereof, to any third party other than employees of its company. The Customer has the right to use the Products or Services solely for its own internal and external informational purposes.

6.3 The Customer is solely liable to Cards micro-learning for any breach of this obligation, whether by its employees or by any other person to whom the Customer has passed on the products or services. The Customer will personally handle any related proceedings and bear the financial consequences thereof in full.

6.4 The Customer must designate a single point of contact within its company for the purposes of the contract. This person will also be responsible for ensuring compliance with Cards micro-learning's copyright and will guarantee that products or services are not distributed outside the company.

7. TERMINATION
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7.1 If the Customer cancels the order, in whole or in part, or postpones the shipping date, it undertakes to indemnify Cards micro-learning (Seekoya) for all costs incurred as of the date the Customer notifies such delay or cancellation. This may also apply to any other loss affecting Seekoya, directly or indirectly resulting from this decision.

7.2 In the event of a serious and proven breach of one or more of its obligations by either party, the contract may be terminated as of right by either Party in the event of a serious breach by the other Party of its contractual obligations, after formal notice has gone unaddressed for a period of fifteen (15) calendar days. Outside of any breach, either Party may also terminate the contract at any time for convenience, subject to a forty-five (45) calendar day notice period, notified in writing (email or registered letter with acknowledgment of receipt). Termination, whatever the cause, does not entitle the Customer to any refund of sums already paid, nor to any credit or carryover on remaining subscription periods. The effects of termination include, in particular, the suspension of access to the Cards platform for all users associated with the Customer's workspace, as well as the data processing terms set out in the contract.
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8. MISCELLANEOUS
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Seekoya SAS, publisher of the "Cards micro-learning" solution, reserves the right to update its Terms of Use and Terms of Sale at any time. Any change applicable to an ongoing contract (monthly, annual or multi-year commitment) will be the subject of written notice sent to the Customer (by email or mail), and will take effect thirty (30) days after notice is sent.

➤ Customers under an annual or multi-year commitment:
These Customers have a period of thirty (30) calendar days from the notice to submit their reasoned refusal in writing. Failing a response within this period, the new Terms of Use/Terms of Sale will be deemed accepted as of right. In the event of an express refusal, the Parties may agree to an amicable termination of the contract at the scheduled contractual expiry date, with no penalty or early refund. Seekoya SAS reserves the right to review any request or special case, and to amend that Customer's contract, which takes precedence over the general terms of sale.

➤ Customers under a monthly commitment:
The new Terms of Use/Terms of Sale apply to them as of the next monthly renewal, with no objection period. These Customers may, however, freely terminate their contract at any time before this renewal, via their interface or by simple written request to: support [AT] cards-microlearning.com.

Unless explicitly stated otherwise, Seekoya SAS reserves the right to mention and display the logo and company name provided by the Customer upon registration in Cards micro-learning, for communication purposes. At any time, the Customer may request the removal of this mention (logo + company name) by making a written request (email hello [AT] cards-microlearning.com or postal mail addressed to the registered office) to Seekoya SAS, located at 12 Rue de la Part-Dieu, 69003 Lyon.

9. APPLICABLE LAW AND JURISDICTION
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This contract is governed by French law. The Parties grant exclusive jurisdiction to the Lyon Commercial Court for any dispute, existing or future, concerning the formation, performance and/or termination of this contract and its consequences, even in the event of multiple plaintiffs or defendants in the relevant legal proceedings.

10. PAYMENT AND PRICING
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All prices shown on our site are listed in euros and exclusive of tax (i.e. without VAT). We recommend checking back on our site or contacting us by phone (your sales contact's phone number) or email (your sales contact's email) to see the latest pricing updates. Any Cards commitment or offer is payable in advance at the time of order, by bank transfer (bank details provided on all our invoices) or by card payment or transfer via Stripe (online payment solution). This commitment opens access to the Cards account for the Customer for the agreed and subscribed duration.

The price shown at the time of purchase on our site is considered the price in effect, without necessarily being complete or precise enough to meet the Customer's request. The commercially valid price is the one shown in the quote issued to the Customer under an annual or multi-year subscription. Prices shown on our website with automatic online subscription and card payment are valid as of the subscription date, with a monthly or annual commitment.
At any time, the Customer may request to terminate or delete their data. The originally subscribed price remains fully payable (annual commitment subscribed and paid).

When a purchase request is made, a quote and an invoice will be generated, including VAT. Each month, or once a year on the anniversary date, an invoice will be issued and sent by email to the Customer within the preceding 30 to 45 days.

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