GENERAL TERMS AND CONDITIONS OF SALE

LINGUAPHONE is a continuing professional training organisation specialising in the active learning of foreign languages and intercultural skills.
Address: 10 rue Vivienne, 75002 Paris — Training Activity Declaration No.: 11755053475.

Definitions:

• CLIENT: natural or legal person placing a training order.
• LEARNER: natural person participating in the training.
• INTER-COMPANY COURSES: bring together learners from different organisations.
• INTRA-COMPANY COURSES: bespoke training for one or more clients.
• OPCO: skills operators (opérateurs de compétences).

These General Terms and Conditions of Sale (GTC) apply to all LINGUAPHONE training services, whether face-to-face or remote, in France or abroad.

Use of these services constitutes full acceptance of these conditions, unless otherwise stipulated in a framework agreement duly signed between LINGUAPHONE and the CLIENT.

For training funded through the Personal Training Account (CPF) via the MonCompteFormation platform operated by the Caisse des Dépôts (CDC), the following commitments supplement these GTC:

LINGUAPHONE's commitments:

• Offer certification pathways compliant with certification frameworks;
• Provide individualised support and appoint a pedagogical coordinator;
• Monitor attendance (sign-in sheets, connection logs, activities) and submit the required evidence to the CDC;
• Conduct initial, interim and final assessments;
• Adapt pathways for disabilities notified in advance;
• Automatically close a file after 30 days of unjustified inactivity.

Learner's commitments:

• Follow the pathway with diligence and commitment;
• Justify any absence and report any difficulties;
• Understand that in the event of unjustified withdrawal, costs may be borne by the learner, in accordance with CDC rules and these GTC.

Training orders may be placed in one of two ways:

1. Individual order: each training action is subject to a specific quotation or agreement sent by LINGUAPHONE to the CLIENT. Once accepted, these documents constitute a firm and definitive commitment. The service does not begin until they have been accepted (signature, email).
2. Order under a framework agreement: if a framework agreement has been signed between LINGUAPHONE and the CLIENT, it shall prevail over these GTC in the event of conflict, within the scope covered. In this case, each learner enrolment or session initiation constitutes a firm order, even without a specific quotation or agreement.

Cancellation or postponement requests must be sent by email (formation@linguaphone.fr) or via the learner portal.

Deadlines for cancellation without charge:

• 100% remote course: no later than 6 hours before the session;
• Face-to-face one-to-one course: 2 working days;
• Intra-company group course: 10 working days (cancellation for all participants);
• Inter-company course: 10 working days;
• Intensive courses and Immersion stays abroad: if cancelled with fewer than 15 working days' notice, 100% of the amount is due.

Interruption and prolonged inactivity

In the event of unmotivated interruption or inactivity by the LEARNER exceeding three (3) months, LINGUAPHONE may:

• consider the pathway abandoned by the LEARNER;
• proceed with the operational closure of the pathway (without guaranteeing the same trainer, time slots or schedule subsequently);
• invoice services already committed (scheduled trainer time, licences, allocated resources) in accordance with Article V, subject to force majeure or duly documented legitimate justification.

Before any closure for inactivity, LINGUAPHONE undertakes to make at least two reminders (by email and/or telephone, or any other agreed channel) that have remained unanswered.

For CPF-funded training, the terms for withdrawal, suspension and file closure comply with the applicable MonCompteFormation rules; in the event of conflict, the CDC provisions shall prevail.

Prices are those in effect on the date of the quotation.
Invoicing is carried out in accordance with the conditions of the quotation, agreement or framework contract.

In the event of withdrawal (firm cancellation of the order) or late cancellation by the CLIENT, the following provisions apply:

• General case: LINGUAPHONE shall invoice only costs effectively incurred and non-recoverable in respect of preparation, mobilisation of human or material resources, and reserves the right to apply a contractual fixed-rate indemnity equivalent to a reasonable percentage of the original price, in compensation for the loss suffered.
• Immersion abroad, intensive workshop, inter-company or certification: if withdrawal is notified fewer than 15 calendar days before the start, a fixed penalty of 100% of the originally planned amount may be invoiced as contractual compensation, in accordance with Article 1229 of the French Civil Code.
• Order including an e-learning licence: the licence cost remains entirely due once activated, even if subsequently unused.
• OPCO payment subrogation: in the event of LEARNER absence or withdrawal, or refusal of funding by the OPCO for reasons not attributable to LINGUAPHONE, amounts not covered by the OPCO shall be re-invoiced to the CLIENT.
• Intra-company group course: as the group is collectively committed, individual absences give rise to no catch-up, refund or postponement, and scheduled hours remain due, in the form of a penalty if not delivered.
• Partially completed pathway (between 80% and 100%): insofar as resources have been mobilised, LINGUAPHONE may invoice the entire service as a fixed-rate compensation.
• In the event of inability not attributable to LINGUAPHONE to deliver the service (e.g. site access impossible or learner non-response to our reminders and requests), a fixed indemnity of €120 may be invoiced, up to the order amount.

Unless otherwise stated, payments are due upon receipt of the invoice.

In the event of payment subrogation not honoured or partially honoured, the CLIENT remains jointly liable for the balance.

Any late payment shall automatically, without prior formal notice:

• incur late payment interest in accordance with Article L441-10 of the French Commercial Code;
• a fixed indemnity of €40 for recovery costs;
• and, in the event of non-regularisation after formal notice remaining unheeded, a penalty clause of 10% of the sums due.

In the event of significant delay, LINGUAPHONE reserves the right to suspend ongoing services until full settlement.

LINGUAPHONE provides all necessary supporting documents to CLIENTS and funders: results, end-of-training certificates, attendance sheets, platform and/or virtual classroom connection records.

In flipped classroom pathways, the session with the trainer validates the preparatory work, and the time counted for the latter is an average observed across all learners concerned.

Any request to change group must be made in writing (email or dedicated tool) at least 8 days before the start of the session or the desired new group.

Joining a group already in progress does not entitle the learner to specific individualised follow-up. No compensation, catch-up or refund shall be granted for hours not attended as a result of this change.

LINGUAPHONE respects the confidentiality of information to which its teams have access in the course of training services.

Personal data of LEARNERS and CLIENT CONTACTS are processed in accordance with:

• Regulation (EU) 2016/679 (GDPR);
• the amended French Data Protection Act (Loi Informatique et Libertés);
• and LINGUAPHONE's privacy policy, available at: Privacy Policy

In this regard, LINGUAPHONE informs data subjects that:

• their data are collected for the purposes of administrative management of training, pedagogical monitoring, regulatory and financial traceability, quality and, where applicable, commercial prospecting under the conditions set out in Article XI bis (Club Linguaphone);
• they are retained for periods proportionate to the purposes pursued and legal obligations (notably for evidence purposes vis-à-vis funders and supervisory authorities);
• only authorised persons (pedagogical, administrative, quality and IT teams) and subcontractors involved in delivering the training have access, under contracts compliant with Article 28 of the GDPR.

Every individual has, under the conditions provided by applicable law, a right of access, rectification, erasure, restriction, portability and objection to the processing of their data, which may be exercised as described in the privacy policy (contact address and, where applicable, DPO).

In the event of subcontracting involving data transfers outside the European Union, LINGUAPHONE implements appropriate safeguards (standard contractual clauses or equivalent mechanisms).

As part of its pedagogy, LINGUAPHONE records all synchronous training sessions (video conference, telephone or any other virtual classroom tool), for the following purposes:

1. Made available to the LEARNER for revision: enabling the LEARNER to review their sessions, analyse their interactions and consolidate their learning;
2. Catch-up in case of absence: enabling, where pedagogically relevant and technically possible, an absent LEARNER to watch or listen to the session in order to limit disruption to their pathway;
3. Continuous improvement of support: enabling, in a controlled manner, pedagogical and quality teams to monitor and adjust practices (pedagogical supervision, harmonisation, trainer support).

These recordings:

• are made on the combined legal basis of performance of the training contract (provision for revision and catch-up) and LINGUAPHONE's legitimate interest in improving the quality of its services;
• are not used for commercial prospecting or disciplinary monitoring of LEARNERS;
• are accessible only to strictly authorised persons:
  • the LEARNER concerned (access to their own sessions),
  • trainers and pedagogical coordinators involved in the pathway,
  • internal teams responsible for pedagogical quality and, where applicable, internal audit.

Recordings are retained for a maximum of three (3) months from the date of the session, then deleted or, where applicable, anonymised when LINGUAPHONE wishes to keep short extracts for internal pedagogical demonstration purposes, without identifying individuals.

Acceptance of the training proposal and validation of a pathway implies acceptance of the principle of systematic recording of synchronous sessions for the purposes described above.

LEARNERS are informed of this practice:

• upon enrolment (via these GTC, contractual information and the privacy policy),
• and via a visual or oral message at the beginning of the session (notice indicating that the session is being recorded).

In accordance with the GDPR, LEARNERS retain their rights of access, rectification, erasure, restriction and, where applicable, objection, under the conditions set out in Article IX. In the event of an objection specifically concerning recording, LINGUAPHONE shall analyse the request with regard to the necessity of such recording for the proper performance of the training; where the objection cannot be satisfied, the LEARNER shall be informed and may, where applicable, withdraw from the pathway.

LINGUAPHONE is committed to a Corporate Social Responsibility (CSR) approach.

In this regard, LINGUAPHONE endeavours in particular to:

• optimise trainer travel and favour, where relevant, remote formats in order to reduce its environmental footprint;
• preserve working conditions for its teams and trainers, including when they work abroad or remotely;
• promote equal opportunities, non-discrimination and training accessibility, to the extent possible;
• raise awareness among its partners and subcontractors of these commitments.

Upon request, LINGUAPHONE can provide the CLIENT with its principal CSR commitments, charters or available indicators.

LINGUAPHONE operates under an obligation of means, not of result.

LINGUAPHONE's liability may only be engaged in the event of proven fault and is, in any event, limited to the amount excluding tax of the disputed service.

LINGUAPHONE shall not be held liable for indirect loss that the CLIENT or LEARNER may suffer (such as loss of opportunity, loss of turnover, damage to reputation, etc.).

Upon enrolment in a Linguaphone training programme, LEARNERS are automatically affiliated to the "Club Linguaphone", a community dedicated to:

• distributing supplementary pedagogical content,
• information on languages, intercultural topics and professional training,
• news about Linguaphone training programmes.

In this regard, and in accordance with applicable regulations:

• LINGUAPHONE may send LEARNERS, by email, information and offers relating to products and services similar to those they benefit or have benefited from, as well as pedagogical content related to their training (so-called "client" prospecting or soft opt-in).
• These communications are distinct from messages strictly necessary for the performance and monitoring of the training (invitations, reminders, resource access, certificates, etc.).

The LEARNER may at any time opt out free of charge from these non-essential communications by clicking the unsubscribe link provided in each message or by writing to the contact address mentioned in the privacy policy.

These GTC are governed by French law.

Any dispute relating to their interpretation, performance or validity shall fall within the exclusive jurisdiction of the Paris Commercial Court (Tribunal de Commerce de Paris), even in the case of multiple defendants or third-party proceedings.

In the case of a foreign CLIENT, only French law shall apply, subject to any mandatory provisions applicable in the CLIENT's country.