Seela

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General terms and conditions of service

PREAMBLE

The present general conditions of services (hereinafter referred to as " General Conditions of Services " or " GCS" ) are intended to govern the relationship between :

SEELA, a simplified joint stock company (SAS), registered in the Nanterre Trade and Companies Register under the registration number 790 809 016 with a capital of 5,000.00 euros, whose head office is located at 125 boulevard Jean Jaurès, 92100 Boulogne-Billancourt (hereinafter referred to as " SEELA" or the " Service Provider" ), on the one hand,

and,

Any natural person subscribing to one or more services offered by the Service Provider

(hereinafter referred to as the " Consumer "),

(hereinafter referred to together as the " Parties" ).

Article 1. Object

SEELA offers e-learning training in the field of cybersecurity, available as a self-paced course as described in the offers available on the website www.seela.io (hereinafter referred to as the " Service( s)" or the " Service (s)").

The present General Terms of Service apply by right to any Service offered by SEELA. Their purpose is to define the rights and obligations of the Parties within the framework of the Provision of Service provided by SEELA to the Consumer.

The Consumer declares that he/she has read the General Terms of Service and has accepted them without reservation. Indeed, they are expressly accepted by the Customer at the time of the subscription of the Contract on the website www.seela.io (hereafter referred to as "the Site") by means of a checkbox.

Article 2. Definitions

In these General Terms of Service, each capitalized term has the following definition:
- " Service" or " Service Provision ": means any service or service provision offered by SEELA.

- The Site ": refers to the Internet site www.seela.io

- " General Terms of Service ": refers to the present conditions.

- Contract" : refers to the offer subscribed to by the Customer directly on the website www.seela.io (i), these General Terms of Service including its preamble and appendices (ii), the invoice (iii) as well as any amendment, substitution, extension or renewal made to these General Terms of Service by virtue of the Parties' agreement (iv).

- " Distance contract ": means any contract concluded between a professional and a consumer, within the framework of an organized system of sale or provision of services at a distance, without the simultaneous physical presence of the professional and the consumer, by the exclusive use of one or more remote communication techniques until the conclusion of the contract.

- " Consumer" : means a natural person who acts for purposes that are not part of his professional activity.

- Force Majeure ": means an event beyond the control of one of the Parties, which could not be reasonably foreseen at the time of the conclusion of the Contract, the effects of which cannot be avoided by appropriate measures, and which prevents the performance of its obligations by that Party.

- " Parties" means the Provider and the Consumer.

- " Provider" means SEELA.

- " Price" : refers to the unit value of the Service(s), this value is understood to include all taxes.

- " Personal Data ": refers to the personal data processed within the framework of the subscription of Service(s) by the Consumer, within the meaning of the modified law n°78-17 of January 6, 1978 (known as "Loi Informatique et Libertés") and of the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (known as "RGPD").

Article 3. Contractual documents

The Contract is composed of the following contractual documents presented in hierarchical order of decreasing legal value: the offer subscribed to online by the Consumer on the Site, these General Terms of Services, the related invoice. In the event of contradiction between one and/or several provisions appearing in any of these documents, the document of higher rank will prevail.

These documents comprise the entirety of the obligations of the Parties. Unless otherwise stipulated, all documents, catalogs, prospectuses, internet pages, advertisements and notices provided by SEELA to the Consumer have only an informative and indicative, non-contractual value.

Article 4. Conclusion of the Contract

4.1 General Rules.
The subscription to the Service(s) offered by SEELA is exclusively reserved for adults, emancipated minors or any person, natural or legal, legally capable of subscribing to a contract.

SEELA allows the Consumer to subscribe to its offers directly online. The validation of the subscription of the offer online will correspond to the taking effect of the contractual relations.

It is specified that the present General Conditions of Service are communicated at the time of the on-line subscription and have been brought to the attention of the Consumer who has accepted them without reservation. Any request for modification of the Service(s) subscribed to by the Consumer must be submitted to SEELA's prior written acceptance.

In case of unavailability of the subscribed Service(s), SEELA proposes to the Consumer the provision of equivalent Service(s) likely to replace it (them). In the event of refusal by the Consumer, SEELA will proceed to reimburse the Consumer within thirty (30) days from the notification of this refusal.

4.2 Rules applicable to Consumer Customers and Distance Contracts.
SEELA shall provide the Consumer with a dated copy of the Agreement confirming the express commitment of the Parties. The Consumer expressly consents to the Contract being provided on a durable electronic medium.

Article 5. Delivery of the service

L5.1 Delivery Method
As soon as the Consumer subscribes to an offer on the Site, an e-mail is sent to him/her via the e-mail address provided in the order form.

5.2 The delivery e-mail address
SEELA undertakes to deliver a Service in accordance with the one stipulated in the present Conditions.

The Consumer chooses a delivery e-mail address that must be verified before validating the order, otherwise he/she will not receive confirmation of the Order and access to the Personal Account. The Consumer is solely responsible for any failure to deliver due to a lack of information at the time of the Order.

5.3 Delivery times
The Delivery Periods run from the date of confirmation of the Order by SEELA. The Consumer receives his accesses after validation of his order. The Consumer is invited to consult his or her junk mail in the event that he or she does not receive the order confirmation e-mail from SEELA.

Failing that, the Consumer is invited to contact SEELA in order to resolve the problem.

Article 6. Right of withdrawal for Distance Contracts and Off-Premises Contracts

In case of conclusion of the Contract at a distance or off-premises, the Consumer Customer has a period of fourteen (14) days, starting from the conclusion of the Contract, to exercise his right of withdrawal, by e-mail with acknowledgement of receipt or by registered letter with acknowledgement of receipt sent to SEELA. SEELA will reimburse the Consumer for the Contract Price within fourteen (14) days from the receipt by SEELA of the withdrawal request. The withdrawal form is attached hereto.

Please note that in accordance with article L. 121-21-8 of the Consumer Code, the right of withdrawal cannot be exercised :
- when the contract involves the supply of audio or video recordings or computer software and they have been unsealed by the Customer after delivery;

- when the contract involves the supply of digital content not supplied on a material medium whose execution has begun after the Customer's express prior agreement and express waiver of his right of withdrawal;

- when the supply of Service(s) has been fully executed before the end of the withdrawal period and whose execution has begun after prior agreement of the Customer and express waiver of his right of withdrawal.


Also, according to Article L.221-25 of the Consumer Code, when the provision of Service(s) has begun to be performed before the end of the withdrawal period with the prior express agreement of the Consumer, the Consumer will pay SEELA an amount corresponding to the Service provided until the communication of his decision to withdraw, this amount being proportionate to the total price of the Service agreed in the Contract.

Article 7. Duration, cancellation and termination

7.1. Term of Engagement
The duration of the Contract is determined in each offer subscribed to online by the Consumer on the Site and the Consumer commits himself for the duration thus agreed upon, unless otherwise agreed in writing with SEELA. At the end of this commitment, the subscription is renewed by tacit agreement. To know the rules of cancellation, please refer to article 7.4.

7.2 Cancellation of Service(s)
SEELA reserves the right to cancel a Service up to twenty-four (24) hours before the start of the Service and informs the Consumer. Except in cases where the withdrawal period is applicable, the Consumer may cancel a Service up to twenty-four (24) hours before the start of the Service, subject to the issuance of an acknowledgement of receipt by SEELA. However, cancellation may not be requested by the Consumer when the Contract involves the provision of a set of Services and some of the Services have already been performed. Any cancellation by the Consumer of the Service not started within the time limits expressed above will result in the reimbursement of the Price of the cancelled Service as indicated on the offer subscribed to online by the Consumer.

7.3 Termination of the Contract for fault
In the event that one of the Parties fails to perform any of its obligations under the Contract within a period of fifteen (15) days from the date of a registered letter with acknowledgement of receipt sent by the complaining Party, the Contract shall be terminated by operation of law, without prejudice to any damages that may be claimed from the defaulting Party. The Consumer shall remain liable for payment of Service(s) already performed, this amount being proportionate to the total price agreed in the Contract.

In addition, in the event of termination following a default by the Consumer, the Consumer shall not be entitled to reimbursement by the Service Provider of the sums already paid.

7.4 Termination of the Contract concluded for an indefinite period
Where the Agreement is entered into for an indefinite period, the Consumer may terminate the Agreement within thirty (30) days of SEELA notifying the Consumer of a change in the Price of the Service(s).

Article 8. Prices and payment terms

The Services are provided at the rates in force on the day of the online subscription of the offer on the Site by the Consumer and are expressed in euros all taxes included (TTC). The payment of the Price constitutes the counterpart of the supply of Service(s) subscribed by the Consumer.

The Price indicated on the Site is valid as long as it is displayed online. The Customer may pay the Price directly online on the Site by credit card payment via the payment provider Stripe.

The Contract is concluded online on the Site, the payment is made at the time of subscription to a Service. It is hereby specified that the failure and/or incident of online payment on the Site shall prevent the conclusion of the Contract.

Article 9. Delays and defaults in payment

Any payment of the price which would not have been carried out ten (10) days after formal demand will carry by right an interest of delay equal to three (3) times the legal interest rate calculated prorata temporis, each started month being counted like whole month, and that without this clause preventing the application of article 13 of the present relating to the cancellation for failure of a part to its obligations.

Our contracts with our service providers include a section dedicated to data protection, in compliance with applicable laws.

Article 10. Obligations of the Provider

The offers available on the Site determine(s) exhaustively the Service(s) subscribed by the Customer.

SEELA undertakes to implement all the means necessary for the execution of the Service(s) subscribed by the Consumer. In addition, SEELA undertakes:
- To provide the e-learning service as indicated in the offer when subscribing on the Site.

- To take the utmost care in the performance of its services and commits to devote the necessary means to this end. SEELA does not guarantee results, but rather the means as indicated in article 13 of the present GTC.

Article 11. Obligations of the Consumer

The Consumer undertakes to react as soon as possible to any request from SEELA concerning the execution of the Service(s). The Consumer acknowledges that his involvement and cooperation are necessary for the proper performance of the Agreement. Any delay or lack of diligence on the part of the Consumer will entitle SEELA to provide the subscribed Service(s) without validation by the Consumer, and without this constituting a fault on the part of SEELA. The fact that SEELA does not reproach the Consumer for a bad execution of its obligations, in particular concerning a delay in payment of the price, will not constitute a fault of SEELA either.

The Consumer declares to respect the following commitments, in particular to:
- To actively collaborate with SEELA by providing it with the information necessary for the execution of the Service(s) subscribed to;

- To preserve the confidentiality of all information and documents that it may hold as a result of the execution of the Contract;

- Inform SEELA immediately in the event of a breakdown or malfunction of the Internet network preventing it from continuing the training or in the event of a change in the connection email address;

- Keep under its sole responsibility and for the sole use(s) provided for by the Contract, access to the Service(s) subscribed to, materialized by a hypertext link for example;

- To keep, under its sole responsibility and for the sole use(s) foreseen by the Agreement, the contents communicated by SEELA that are covered by intellectual property rights held by SEELA or third parties;

- To preserve, under its sole responsibility and for the sole use(s) provided for in the Agreement, the content communicated and produced by SEELA;

- Not to record, broadcast and/or capture, without the prior express authorization of SEELA, any audio and/or video content provided by SEELA as part of the Service(s).

Article 12. Time limits for performance of the Service(s)

SEELA undertakes to do its utmost to carry out the Service(s) subscribed to by the Consumer, but is not bound by any time limit, unless specifically mentioned in the description of the offer online on the Site.

When a deadline is mentioned, it is expressed only as an indication and without guarantee. Exceeding this deadline may not give rise to any deduction, compensation or termination of the Contract by the Consumer.

Article 13. Responsibility

The content provided by SEELA as part of the subscription to the Service(s) is the expression of an intellectual point of view and SEELA will make its best efforts to provide content adapted to the needs expressed by the Consumer. SEELA does not guarantee the Consumer of the success of the objectives (e.g. contests, interviews) that he/she has set for himself/herself by subscribing to SEELA's Service(s) and is not bound to any obligation of result.

In the event of a breach of contract by one of the Parties, the injured Party will be entitled to obtain compensation for the direct loss, which it will be responsible for proving.

It is specified that SEELA cannot be held responsible in the event of non-performance or poor performance of its obligations by the Consumer. Furthermore, SEELA's responsibility cannot be engaged in the case where the non-execution of its obligations is attributable to the unforeseeable and insurmountable act of a third party, or to a case of Force majeure. SEELA will not be held responsible if the execution of the Service(s) is prevented or delayed due to malfunction(s) related to the computer tools and/or Internet connection used by the Consumer, not attributable to SEELA.

In the event of poor performance of the Service(s) attributable to SEELA, only the direct, personal and certain damage linked to the failure in question, to the express exclusion of any indirect damage, will be compensated by SEELA to the Consumer.

In any case, the amount of damages that could be charged to the Provider, if its liability were engaged, will be limited to fifty (50) % of the Service paid during the 12 months preceding the realization of the direct and certain damage attributable to the Provider.

Article 14. Intellectual Property

SEELA represents and warrants that it is the lawful and valid owner of the rights to the contents communicated to the Consumer in the context of the execution of the Agreement.

Conversely, the Consumer undertakes to use, under his sole responsibility and for the sole purpose(s) provided for in the Agreement, the contents communicated by SEELA and covered by intellectual property rights, whether these rights are held by third parties or by SEELA.

The Consumer expressly acknowledges that the Services, SEELA's know-how, its websites and their developments or its brands are subject to legal protection, in particular under intellectual property rights. As such, SEELA retains all intellectual property rights on all protected or protectable elements, such as textual and graphic content, but also on the structure, code or domain name of its websites and their developments.

The Contract does not imply any transfer of ownership of the said rights to the Consumer. In the same way, SEELA remains the owner of all the rights attached to the Services, and to any other content communicated to the Consumer within the framework of the execution of the Contract.

Article 15. Processing of personal data

In accordance with the modified law n°78-17 of January 6, 1978 known as "Loi Informatique et Libertés" and the Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 known as the "General Data Protection Regulation" or "RGPD", the Personal Data requested from the Consumer are necessary for the execution of the Contract and the establishment of invoices. During this period, SEELA shall put in place all means capable of ensuring the confidentiality and security of the Consumer's Personal Data, so as to prevent their damage, deletion or access by unauthorized third parties in particular.

Access to Personal Data is strictly limited to SEELA's personnel and, where applicable, to its service providers, responsible for the execution, processing and management of the Contract and the payment of related invoices.

Apart from the cases set out above, SEELA undertakes not to sell, rent, transfer or give access to third parties to the Consumer's data without the Consumer's prior consent, unless compelled to do so by a legal or regulatory obligation or a legitimate reason.

The Consumer's Personal Data will be retained for as long as necessary for the performance of the Contract, unless a longer retention period is permitted or required by law or regulation.

In accordance with the national and European regulations in force and subject to compliance with the legal obligations imposed on SEELA in the context of its activity, the Consumer has a right of access, modification, rectification, deletion, opposition, portability (if applicable) and limitation of processing with regard to information concerning him/her.

These rights can be exercised under the conditions and according to the modalities defined in SEELA's privacy policy, which can be consulted via the following link SEELA Privacy Policy. The Consumer may also contact the Commission Nationale de l'Informatique et des Libertés (CNIL), the regulatory authority in charge of enforcing regulations on the protection of personal data in France, by internet https://www.cnil.fr/fr/agir or by post at the following address Commission Nationale de l'Informatique et des Libertés, 3 Place de Fontenoy - TSA 80715, 75334 PARIS CEDEX.

Article 16. Insurance

SEELA declares that it is insured for its professional civil liability with a reputable and solvent company for all material and immaterial damages resulting from the execution of the Services by its staff and collaborators. SEELA undertakes to maintain these guarantees for the entire duration of this Contract and to provide proof thereof upon request by the other Party.

Article 17. Assignment of the contract

SEELA reserves the right to assign, transfer or contribute to a third party, in any form whatsoever, the rights and obligations arising from the Contract.

Any transfer of the Contract by the Consumer is subject to the prior express authorization of SEELA.

Article 18. Modification of the General Conditions of Services

SEELA reserves the right to modify the present General Terms of Services. In such a case, the Consumer will be informed by SEELA.

The applicable GTS are those in force at the time of the subscription of the offer on the Site.

Article 19. Communication

SEELA will be able to use the Services provided to the Consumer at events, in particular during dedicated professional events, or for the promotion of the Service(s), unless the Consumer expressly objects.

Article 20: Force majeure

The Parties shall not be liable in cases where the non-performance or delay in the performance of any of their obligations is due to Force Majeure, as defined in Article 1218 of the Civil Code.

By express agreement, Force Majeure includes disruptions to the telecommunications network as well as any unavailability due to causes beyond SEELA's control.

The Party noting the event must immediately inform the other Party of its inability to perform its service and justify this to the latter.

The performance of the obligation is suspended for the duration of the Force Majeure if it is temporary. If the impediment is definitive or exceeds a period of thirty (30) days, the Contract may be terminated by either Party as of right.

Article 21. Unforeseen

The Parties expressly exclude the application of the legal regime of unforeseeability.

Section 22. Non-Solicitation

The Consumer expressly waives, during the execution of the Contract and for six (6) months following its end, for any reason whatsoever, to hire or have employed, directly or indirectly through an intermediary, any employee of the Service Provider who has participated in the execution of the Contract, regardless of his or her specialization.

Any breach of this obligation shall expose the Consumer to immediate payment to the Provider of compensation equal to the amount of the Contract Price, without prejudice to damages.

Article 23. Confidentiality

Each of the Parties undertakes to keep strictly confidential all information concerning the other Party to which it may have access in the context of the conclusion and/or performance of the Contract, regardless of the method of communication of said information.

Any commercial, financial or technical information that is not in the public domain shall be considered confidential in nature. The Party providing the confidential information shall be deemed to be the sole owner of all rights to such confidential information. The Parties undertake to use the information, data and documents referred to herein only for the performance of their respective commitments under these General Terms of Services or upon valid requisition by the competent authorities.

In the event of a breach of this obligation by one of the Parties, the other Party may terminate the agreement under the conditions stipulated in Article 7.3 hereof, without prejudice to any damages that may be claimed.

Article 24. Notification

The Consumer acknowledges having been informed, before subscribing to the online offer on the Site in a clear and comprehensible manner, of the present General Terms and Conditions of Service and of all the information listed in Article L.221-5 of the French Consumer Code.

The fact that the Consumer subscribes to the Services implies full and complete acceptance of these General Terms of Services and the obligation to pay for the Services subscribed to, which is expressly recognized by the Consumer, who waives, in particular, the right to rely on any contradictory document, which would be unenforceable against the Provider.

Article 25. Nullity

The invalidity of one or more of the clauses herein shall not in any case result in the invalidity of the General Terms of Services in their entirety. SEELA will modify any invalid or unenforceable term or provision accordingly, in order to make it valid or enforceable.

Article 26. Applicable law

The present CGS are governed and interpreted in accordance with French law. Nevertheless, if the law applicable to the country of residence of the Consumer is more advantageous than that of the French law, the Consumer can profit from the protection of his country of residence. He has moreover the possibility of resorting to the competent court of his place of residence to assert his rights. The attempt at amicable resolution must be addressed to SEELA, that is to say:

Address: 125 boulevard Jean Jaurès, 92100 Boulogne-Billancourt
Telephone: (+33)1 82 40 04 90
Email: hello@seela.io

If the attempt at an amicable resolution is unsatisfactory, the Consumer is informed that he/she may in any event have recourse to conventional mediation, in particular with the Chambre Nationale des Praticiens de la Médiation (CNPM) - Médiation de la Consommation (National Chamber of Mediation Practitioners) for any dispute concerning a Service subscribed to with ML Formation, subject to compliance with the conditions for admissibility of his/her request. To find out about these conditions and to contact the CNPM, the Consumer may visit the website: https://www.cnpm-mediation.org/ or contact it by post at the following address CNPM - MÉDIATION - CONSOMMATION - 27 avenue de la libération - 42400 Saint-Chamond.

In addition, the European Commission provides a platform for out-of-court settlement of disputes that allows Consumers to initially settle disputes related to their online orders out of court. Link to the online dispute resolution platform: ec.europa.eu/consumers/odr/

Appendix: Sample Withdrawal Form

(Please complete and return this form only if you wish to withdraw from the Contract)

To the attention of:
SEELA, a limited liability company (SARL), whose registered office is located at 125 boulevard Jean Jaurès, 92100 Boulogne-Billancourt,

I hereby notify you of my withdrawal from the Contract for the provision of the services below:
Subscribed on (*)/received on (*):
Consumer's name: Consumer's address:
Consumer's signature (only in case of notification of this form on paper):
Date:

(*) Delete as appropriate.