Teach Up’s general terms and conditions of sale

0. General

The purpose of these General Terms and Conditions of Sale is to specify the technical, financial and legal conditions under which Teach Up (hereinafter referred to as “The Provider”, or “Teach Up”), with share capital of €10,000, a House of Learning subsidiary domiciled at 46 rue du Président Édouard Herriot, 69002 Lyon, whose SIRET number is 84431746100011, makes its technology available to a customer (hereinafter referred to as “the Customer”). They apply to all subscriptions related to the content creation platform developed and sold by Teach Up. These General Terms and Conditions of Sale (hereinafter referred to as “the T&Cs”) prevail over the Customer’s purchasing terms and conditions. The purchase order signed by the Customer (hereinafter referred to as the “Purchase Order”), showing the type of Subscription and the options selected shall prevail over these T&Cs in the event of a contradiction between the two.

These T&Cs were most recently modified on 13 October 2020.

1. Purpose

1.1. Teach Up has developed a tool for creating and distributing online assessments and training in the form of an online web application. In the remainder of the T&Cs, the aforementioned tool will be referred to as “the Tool”, “the Authoring Tool” or “Teach Up”. Various versions of this Tool are marketed, and in the remainder of these T&Cs, the term “Subscription” will be used to refer to the contract by under which the Customer enjoys the use of their version of the Tool in exchange for payment of a set fee over a fixed period. A registered Subscription is required to access the Tool.

1.2. Teach Up has a number of Basic Functions subject to regular modification under the terms set out below. These include, but are not limited to, functions for: creating various forms of content (text; text-based interactions; images; image-based interactions; PowerPoint, Word and PDF image transformations; embedded video links hosted on YouTube or Vimeo; sound files in MP3 format or links hosted on the Internet in this format; downloadable PDF, PowerPoint, Word or Excel media; processes to be explored; surveys; collaborative boards, etc.), asking questions regarding content contained within the Tool (where possible); activating the adaptive learning (hereinafter referred to as “Adaptive Learning”) and social learning (“hereinafter referred to as “Social Learning”) engines, testing a module in Preview mode; collaboratively validating a module.

In addition to the Basic Functions, and depending on the Subscription in question, users may have the ability to activate various Options, hereinafter referred to as “the Options”. These Options include, but are not limited to: the distribution of modules created in sequenced mode, hereinafter referred to as “Sequenced Mode” (either in the form of a secure named HTML5 Link, hereinafter referred to as “HTML5 Link”, or in Scorm Online 1.2 or 2004 format, hereinafter referred to as “Scorm Cloud” or “Scorm Online”), distribution in Smart One Page (hereinafter referred to as “SOP”) format, Advanced Creation Components such as websites and forms (hereinafter referred to as “CCA”), the course editor (hereinafter referred to as “the SPOC Editor”), the offline Scorm distribution system hereinafter referred to as “Scorm Offline” (note that in Scorm Offline, Adaptive Learning and Social Learning are either restricted or not available for activation, depending on the context), advanced educational games hereinafter referred to as “Advanced Educational Games”, dashboards hereinafter referred to as “Dashboards”, etc.

1.3. The Customer with whom Teach Up signs the contract is hereinafter referred to in these T&Cs as “the Customer”. The Customer may be either a natural person or a legal entity.

1.4. The author is the only party who may use a Teach Up Subscription purchased by a Customer. The Customer and the Author are not necessarily the same person. The author is referred to throughout this document as “the Author”. An Author may be either simply an Author, or an Author-Administrator (hereinafter referred to as “the Administrator”).

1.5. The training and assessments created with the Tool are referred to as “the Module(s)”. Courses produced with the SPOC Editor option are referred to as “Course” or “SPOC”.

1.6. Users who use the Modules created by an Author (hereinafter “the Learners”), and also Authors and Administrators, are referred to in the remainder of this document and in the Purchase Order as “the User(s)”. In order to be described as active or as an “Active User”, a User must have logged in to Teach Up at least once during the annual subscription period.

1.7. The distribution format for the created Modules may be either the secure named HTML5 Link, or a 1.2 or 2004 version of the Scorm format. The generic term “Format” or “Formats” will be used to refer, respectively, to one or more of these various formats.

1.8. The distribution method for created Modules may be the “Classic Mode” (near-linear training with no “Adaptive Learning” – with the exception of a few minor algorithms to ensure a minimum quality experience – and no “Social Learning”) or the “Social & Adaptive Mode” or “Complete Mode” (training that uses all of the algorithms and innovations offered by Teach Up). Should Teach Up choose to create any new modes, other than the aforementioned modes, subsequent to the production of these General Terms and Conditions of Sale, such new modes shall not under any circumstances be equivalent to a Classic Mode or a Complete Mode.

1.9. “Subscriptions” may be of three kinds:

– “Master” Subscriptions, sold to new Customers up to 30/04/2020, and only in the form of Subscription renewals after this date, enabling an unlimited number of training and assessments to be created in Sequenced Mode only, collaboratively validated, distributed as secure HTML5 Links (on PC, tablet and smartphone) without LMS or the publication of modules by means of Scorm Cloud on an external Scorm-compatible LMS, and the impact of such actions to be measured using Dashboards. Other than Dashboards and HTML5 Links, no other Option is activated for the Master Subscription. In the remainder of these T&Cs, the term “Master Subscription” will be used to refer to such subscriptions.

– “Extension” Subscriptions, which contain all the Basic Functions of Teach Up plus the following Options: Sequenced Mode, SOP, Scorm Online, CCA and Advanced Educational Games. The term “Extension Subscription” will be used hereinafter to refer to such subscriptions.

– “Platform” Subscriptions, which contain all the Basic Functions of Teach Up and all the Options available at the time of signature of the Subscription, excluding the SPOC Editor, and Scorm Offline distribution. In these T&Cs, the term “Platform Subscription” will hereinafter be used to refer to such subscriptions.

The Customer may opt to extend the functions of their version of the Subscription, where such an option is offered, by subscribing to one or more Options by selecting them on their Purchase Order.

2. Definition of ancillary and additional services

Teach Up grants the Customer a Subscription to the Tool. The aforementioned Subscription may be accompanied by Ancillary Services specified in the Purchase Order. “Ancillary Services” means: the hosting of videos, maintenance and one-off development of electronic modifications or improvements to the Authoring Tool, training in the use of the Tool and the provision of digital transformation consulting services.

3. Trial version

In order to confirm that Teach Up meets their requirements, the Author has the option of testing the Tool for free for a maximum of 14 (fourteen) days from the date of their registration request; this option is available only before signing a Purchase Order. In response, the Author receives, by email, upon request, or via the www.teachup.com website, a login and a password enabling them to use Teach Up under normal conditions of use until the end of the trial period (that is, a maximum of 14 days), or until the end of their Subscription period if they become a Customer, or until such time as Teach Up unilaterally decides to terminate the trial period following a breach of these T&Cs.

The Author or the Customer will not be able to use or access modules created by the Tool during the trial period, including Modules exported in Scorm format to the Customer’s LMS platform, until the Customer has paid the Subscription fee (as evidenced in the form of a payment confirmation from Teach Up’s bank).

4. Subscription content, use and limits

4.1. This Subscription is granted to the Customer subject to the Customer’s compliance with all of the obligations incumbent upon them under their contract with Teach Up (and in particular the payment of the Subscription fee).

Each Subscription grants the Customer the right to distribute their Modules or Courses:

• to a limited number of Users as stated on the Purchase Order, in cases where publication is via Scorm Cloud or HTML5 Link.
• to an unlimited number of Users in cases where publication is with Scorm Offline via an external LMS platform independent of Teach Up.

Each Subscription is limited, exclusive, irreversible and non-transferable (except upon request with supporting evidence to support@teachup.com).

In clarification of Paragraph 4.1 above, the term “Use” exclusively refers to the following rights:

• An Author’s right to use the Tool;
• A Learner’s right to run a Module.

Within the context of Extension and Platform Subscriptions, the term “Use” also includes the right to resell Modules and Courses to a third party in HTML5 Link format only (other formats exist, but they must be subject to a separate contract). In all cases, including when reselling Modules or Courses, the Customer must comply with all of their contractual obligations to Teach Up, and they undertake, at their own expense and using their own means, to ensure that their own customers also comply with these obligations.

The resale of Modules and Courses within the context of the Master Subscription is not permitted.

In relation to all Subscription types, the term “Use” excludes the following rights:

• The right to make, use or sell products or services incorporating the Tool;
• The right to copy, reproduce, hire out, sell, distribute or in any form offer access to the Tool, its source code, its technology, and the software comprising it and belonging to Teach Up;
• The right to sub-license the above to any other party.

4.2. The Subscription is personal: the Tool can be accessed only by an authorised User.

4.3. The Subscription is limited: this Subscription is limited in time to one year and to a given number of Users. It is renewable by tacit agreement.

4.4. The Subscription is non-transferable: Teach Up is the sole owner of all industrial property rights to the Tool.

4.5. Specifically, Teach Up does not grant the Customer any right conferring ownership of the source code of the Tool, entitlement to modify the said source code, or entitlement to transfer ownership of the Tool and/or its components.

5. Options available with the subscription

The Tool is available in French and English. For other languages, contact Teach Up.

6. Prior declaration by the customer

6.1. The Customer declares that they have a clear understanding of their own needs. The Customer declares that they accept the Tool and its functions in their existing form as described in the sales materials they received prior to the sale and on the Teach Up website (www.teachup.com).

6.2. The Customer will automatically receive regular updates to the Tool produced by Teach Up, and they will not be entitled to refuse them.

6.3. The Customer declares that they have the specific skills required for the use of the Tool covered by this Subscription.

6.4. Lastly, the Customer declares that they are in possession of a compliant and compatible configuration “of their computer systems, software and hardware resources” and an Internet connection (which is required for the use of Teach Up) that enables the Tool to be used normally.

7. Access to the site

7.1. In content creation mode, the Tool works only on a computer with a screen size of 13 inches or greater. It does not work on smaller screens. Teach Up is compatible with leading browsers (Internet Explorer – IE11 and higher recommended for optimal use, Mozilla Firefox, Google Chrome, Microsoft Bing, Safari, Edge, Opera, etc.), and does not require installation (no plugin to install).

7.2. Modules created with Teach Up run on most Internet-connected devices (computer, tablet and smartphone). They are developed using responsive design principles, and adapt to most screen sizes to provide Users with a comfortable reading experience. The Modules are compatible with leading browsers (Internet Explorer – IE11 and higher recommended for optimal use, Mozilla Firefox, Google Chrome, Microsoft Bing, Safari, Edge, Opera, etc.), and do not require installation (no plugin to install) for users in “Learning” mode.

7.3. The disk space allocated to the Customer on the server for hosting the Modules must under no circumstances be used by the Customer as a personal storage space to which users can connect and transfer large volumes or numerous items of data or computer programs (uploads and downloads). This could result in a serious and dangerous reduction in computer processing power, which could cause the Tool to function abnormally.

7.4. The Customer must pay particular attention to any logins and passwords supplied by Teach Up to manage their Author access. The disclosure of such logins and passwords creates a serious risk of access by unauthorised users to the software scripts and programs comprising the Tool. Any such disclosure is synonymous with potential malfunctions or hacking of the data, information and computer programs comprising the Tool. In such situations, the Customer will be held liable and Teach Up will not be responsible for any harmful consequences caused by the Customer’s reckless actions.

8. Hosting and maintenance

8.1. Teach Up will be responsible for hosting and maintaining the Tool.

8.2. For Teach Up, “hosting” means hosting the Tool on a server connected to the Internet and providing sufficient bandwidth to ensure that Authors can log in under standard conditions. This obligation is on a “best efforts” basis. Similarly, the Customer undertakes to ensure that they have access to the necessary computer hardware and infrastructure for providing sufficient bandwidth.

8.3. In the event of malfunctions related to the use of the Tool, the Customer undertakes to notify Teach Up of this fact as soon as possible via the Author space provided to them. Teach Up undertakes to modify the Tool and correct any malfunctions which may be observed in its use within a reasonable time period starting from the point at which Teach Up is officially notified of the malfunction, either by email with acknowledgement of receipt or by postal mail with proof of receipt.

8.4. However, before Teach Up can start any work, the Customer must supply information to demonstrate that the malfunctions are reproducible; for example, test sets, test files, screenshots or live demonstrations. The Customer may be asked to authorise Teach Up to use its resources for the time required to demonstrate the malfunctions in question.

8.5. Should it be possible to avoid the malfunctions by means of an appropriate operating procedure, Teach Up will specify this working procedure and notify the Customer of it, who undertakes to adopt it within one month.

8.6. In the event that the malfunctions highlighted by the Customer cannot be reproduced, or are the result of incorrect use of the Tool by the Customer, or are the result a configuration of software/hardware tools and/or the Customer’s electronic systems that is incompatible with the correct use of the Tool, Teach Up will under no circumstances be responsible for malfunctions in the Tool, or for addressing these malfunctions.

8.7 In situations in which the Customer is making abnormal demands on bandwidth (Teach Up will be the sole judge of what constitutes “abnormal”), Teach Up reserves the right to suspend the Customer’s User access immediately until the Customer is in a position to reduce its bandwidth consumption.

9. Copyright / Intellectual Property

9.1. Teach Up holds the exclusive copyright to all the electronic scripts and programs that comprise the Tool.

9.2. The Customer is the exclusive owner of author’s rights to the “specific information content” and the “customised elements”. The expression “specific information content” refers in this case to the text, information and media (images, videos and sounds) contained in the specific Modules created by the Customer. The expression “customised elements” refers in this case to all of the indicia, logos, image or graphical representations added to a Module by the Customer, with the exception of those supplied by Teach Up.

9.3. The Tool is an original creative work, and is protected as such under national and international legislation. Consequently, the Customer undertakes to maintain the integrity of notices of copyright and other intellectual property privileges supplied by Teach Up in the form of an HTML Link (or others) and located at the bottom of the pages of the Tool and of the documents and works produced using it.

9.4. The Customer is responsible for ensuring that its staff uphold Teach Up’s copyright and ownership rights. As such, the Customer undertakes that with regard to its Author and all external parties who may have access to the Tool, it will take all necessary precautions to ensure that these rights remain secret and confidential, and are upheld.

10. Customer undertakings

10.1. The Customer undertakes not to include content on Teach Up that may be counterfeit, defamatory, obscene, pornographic, threatening, abusive, violent, illegal, offensive, intimidating or in any other way inappropriate, or contains viruses or other harmful elements.

10.2. The Customer will refrain from:

• sharing the right of use granted to it, or using the Tool for the purposes of loan or rental to another natural or legal person.
• modifying, translating, decompiling, reverse-engineering, embedding or disassembling the Tool.
• removing references to Teach Up’s copyright notice or transferring Teach Up rights in respect of the Authoring Tool to any other party.

10.3. The Customer is responsible for ensuring that all Users comply with these T&Cs, and with the applicable law. The Customer is responsible for the accuracy, quality and legality of the data, and of the means by which they obtained them. The Customer undertakes to make reasonable efforts to prevent unauthorised use of the Tool.

11. Teach Up’s prerogatives

11.1. In the event of an attack by intruders, hackers or viruses, or major malfunction affecting the Tool or the company responsible for providing hosting services, Teach Up reserves the right to suspend the operation of the Tool and access to it at any time, without prior notification, for any reason whatsoever. This right must be exercised with caution, and only in cases where there is a presumption of significant risk and the Customer’s interests are in danger.

11.2. Should specific maintenance work on the Tool require a temporary, one-off suspension of access to the Tool outside of the 00:01 – 04:00 window, Teach Up will notify the Customer with 24 hours’ advance warning (except in the event of emergency as stated above). The suspension will last for a maximum of 6 hours overnight.

Teach Up undertakes to guarantee a service rate of greater than 99% over a calendar year.

11.3. Teach Up will make a backup copy of the data and information contained in the Tool’s database once a day, in the evening. Such data will be retained in encrypted form for one month and then erased.

12. Teach Up’s responsibilities

12.1. Teach Up acts on a “best efforts” basis.

12.2. Under no circumstances will Teach Up assume responsibility for the payment of any direct, indirect, specific, incidental, exemplary or punitive damages resulting either from the use of the Tool by the Customer, or from downloads made via the Tool, regardless of whether this responsibility derives from a contractual obligation, a warranty, a tort obligation (e.g. for negligence), harm to moveable property or other damages, irrespective of whether the person suffering this loss or harm had been warned of the possibility of such loss or harm. The exemption and limitations of liability contained in this paragraph constitute essential obligations in these T&Cs with regard to the granting of the Subscription. In any case, Teach Up’s liability will only be invoked in the event of a proven and direct fault; this liability shall not exceed 50% of the total value of the Subscription paid by the Customer over the twelve months preceding the incident.

12.3. Teach Up cannot warrant that the Tool will function optimally on all of the computers of all of the internet users who may log in to it: it is possible that some browser versions or some equipment combinations (hardware or software) used by the Authors or web users will not provide access to all its potential options or functions. Teach Up is in no way responsible for such inconveniences.

12.4. Teach Up will not cover any direct or indirect losses caused by improper use of the Tool.

13. Force majeure

13.1. An event that is outside of the control of either Party, and against which the Party in question could not reasonably have protected itself, constitutes a case of force majeure and therefore suspends the obligations of the Parties.

13.2. The Parties agree that, for the purposes of the contract between them, force majeure events shall include, but not be limited to, damage originating from or caused by: strike action (telecommunications operators, etc.), energy supply failure (e.g. electricity), a failure of the telecommunications network and/or of such networks as may replace it, civil or international war, riots or popular uprisings, attacks and national risks.

14. Correspondence / Proof

14.1. The correspondence between the Parties may take the form either of electronic mail or written post.

14.2. The Parties declare that information delivered via electronic mail shall be accepted as authentic by the Parties in the absence of any jointly authenticated and signed written documentation contradicting this information in electronic form.

15. Personal data relating to the customer

15.1. The Tool’s database contains a large volume of data and information generated through use of the Tool licensed to the Customer. All of this data and information (relating in particular to the Author and the Users of the modules created by the Author) are stored in the Tool’s database and are the exclusive property of the Customer.

15.2. In accordance with the “French Data Protection Act” No. 78.17 of 6 January 1978, and the GDPR, the Customer has the right to access, modify, correct and object to personal data concerning them by contacting Teach Up by electronic or postal mail.

It should be remembered that as a processor of this data and information, as opposed to its owner, Teach Up is in no way responsible for this data or information, in accordance with current legislation. Indeed, the Customer is fully and exclusively responsible for this collected data and information, and for its distribution, through the Modules they have created.

15.3. Teach Up guarantees the Customer against the destruction, loss or alteration of Customer data hosted via the Tool, and undertakes to provide a level of security that is commensurate with the nature of the said data. By default, the Customer’s data is retained by Teach Up for the contractual period, and at the latest one year after the last login. After this period, the data will be deleted unless the Customer requests an extension via electronic or physical mail sent to Teach Up.

15.4. Teach Up is prohibited from using data belonging to the Customer for commercial purposes without the prior written consent of the Customer.

Teach Up has taken all necessary measures to guarantee the Customer that the data pertaining to their Users and Modules will be accessible only to itself and to a very limited number of authorised Teach Up staff, for physical, administrative and technical purposes.

15.5. Teach Up may transfer Users’ personal information outside of the country of residence of the Customer.

15.6. Each User accepts that the information they supply to Teach Up will be subject to data processing operations. These data processing operations provide the User with the best possible user experience. Under no circumstances will personal information be shared with third parties other than Teach Up or the User’s employer. The collected data constitute identifying information for the User, and contributions and answers to the various modules to which the User has had access, and test results. This data is retained by Teach Up for the contractual period, and at the latest one year after the last login by a User or a User-Administrator.

The User is informed that they have the right to access personal information concerning them, and the right to modify, correct and delete said information. These rights can be exercised upon written request to Teach Up: 46 rue du président Edouard Herriot 69002 Lyon, France or by email to support@teachup.com.

16. Enjoyment of representation and reproduction rights

16.1. The Customer authorises Teach Up to make reference, in all communications relating to Teach Up and under whatsoever form (including written, spoken, digital and visual) to the fact that the Customer is, or has been, a customer of Teach Up.

16.2. Teach Up warrants that enjoyment of rights to represent and reproduce the Customer’s logos or name will be used exclusively to publicise Customers who have collaborated with Teach Up in respect of third parties.

17. Terms of transfer of ownership / Terms of payment / Suspension of service

17.1. The subscription fee is payable in full upon subscription (or, alternatively, on the dates specified in the Purchase Order), then on the date of the contract’s anniversary (or on the renewal dates specified on the Purchase Order).

17.2. Invoices are to be paid directly by the Customer prior to using Teach Up. Any subscription year that has begun in full as part of an annual subscription. A payment approval issued by Teach Up’s mandated financial intermediary will be valid. In the event of a payment incident, Teach Up reserves the right to suspend the Customer’s Subscription until the Customer corrects the payment issue.

17.3. The Subscription is deemed to be active from the point at which Teach Up sends the Customer its login codes. Where payment is made directly via the www.teachup.com site, if, within the hour following payment, the Customer has not received an email confirming their purchase, they must notify Teach Up immediately via the support@teachup.com email address, which will issue the Customer’s codes within 72 hours. Teach Up will not be liable for the Customer’s failure to use its Subscription in cases where the Customer has not made contact with Teach Up in the 5 (five) days following their purchase. In the case of any other means of payment, Teach Up undertakes to provide the Customer with their login codes within 72 hours of receipt of payment. If the Customer has not received their codes within this period, they must immediately notify Teach Up via the support@teachup.com address, which will issue the codes within 72 hours. Teach Up may not be held responsible for the Customer’s failure to use its Subscription in cases where the Customer has not contacted Teach Up in the 8 (eight) days following their purchase.

17.4. The Customer enters into a Subscription for a period of one year starting from the date presented in the completed Purchase Order. Unless otherwise expressly stated when ordering, the Subscription will automatically renew for additional one-year periods. To cancel their subscription, the Customer should simply send a tracked email or a registered letter with acknowledgement of receipt at least 30 calendar days prior to the renewal date specified in their Subscription to support@teachup.com or to their commercial contact with the subject line “Résiliation Abonnement Teach Up / Cancellation of Teach Up Subscription” and, in the body of the email or letter, a specific reference to the desired date on which the subscription should end (by default, the end date will be the last day specified in the valid Subscription at the time of the cancellation request).

17.5. If the Customer wishes to change their Subscription prior to the anniversary date (AD), from a date we will refer to as D1, to subscribe to a Subscription for a necessarily higher annual amount, a credit note to the value of the unused portion of the Subscription between the date D1 and the date DA will be issued by Teach Up, and a new one-year Subscription will commence on date D1 under the terms and conditions specified in a new Purchase Order signed by the Customer.

However, subscription to a simple additional Option will not serve to change the Customer’s initial commitment period.

17.6. In the event of multiple orders, by means of a Purchase Order, all Subscriptions will commence as of the date specified on the Purchase Order.

17.7. Public educational establishments and non-profit organisations are entitled to a 30% price reduction. Proof of entitlement will be required. The decision as to whether or not to apply the reduction is at Teach Up’s sole discretion.

18. Cancellation / Termination of the User Licence

18.1. Teach Up reserves the right to unilaterally terminate a Subscription in the event that the Customer fails to fulfil the commitments specified above, or in the event of non-payment of the subscription fee.

18.2. In the event of termination, the Customer must cease to use the Tool on the requested date.

18.3. It is agreed between the Parties that the Subscription, as described above, can only be terminated following an action at the Customer’s own initiative to unsubscribe or by a unilateral decision taken by Teach Up in the event of a breach of contract by the Customer.

18.4. In the event of termination of a Subscription, and after the commitment period, the Customer will no longer have access to their Modules via the Tool until they have paid for a new Subscription. However, upon written request by the Customer to the support@teachup.com email address at least 72 hours prior to the end of their Subscription, may make available to the Customer, via a secure space and on a one-time basis, the modules selected by the Customer, in a limited number as specified on the Purchase Order, in Classic Mode and in a Scorm Offline distribution format (1.2 or 2004, as chosen by the Customer). if the Purchase Order contains no reference to the number of modules in Scorm Offline Classic Mode that the Customer may retrieve at their request, the maximum number of modules that the Customer may retrieve without paying an additional fee, in this format only, will be equal to the rounded-up figure of “A: 1000”, where A is the total amount excluding tax in euros that the Customer has paid for their Subscription since the last suspension of at least 1 day of the said Subscription.

The Customer may distribute the Modules thus retrieved in Scorm Offline Classic Mode format on a compatible LMS platform of its own choice, without time limit. However, Teach Up will not provide any ongoing maintenance for these Modules beyond a month after the date of termination of the Subscription, and the Customer may not at any time make any claim regarding the proper functioning of these modules after the one-month period.

18.5. After termination, these T&Cs will continue to apply.

19. Confidentiality

19.1. Teach Up will refrain from divulging any information shared with it by the Customer that is expressly stipulated as being confidential.

19.2. The Customer shall refrain from divulging any data, formulas, programs, methods or information to which it may have been party under the contract between them and Teach Up.

19.3. Each of the Parties undertakes not to disclose documents or information of any kind regarding the other Party to which it may have been party under the contract between them, and undertakes to ensure that the individuals for whom it is responsible comply with this requirement. This provision is subject to the exception of Article 16, “Enjoyment of representation and reproduction rights”.

20. Best Efforts Clause

20.1. In addition to the reciprocal notification rights inherent in the due fulfilment of the contract, the Parties undertake to supply one another, at any time and at their own respective costs, information of all kinds relating to the due fulfilment of the contract.

20.2. In particular, each of the Parties undertakes to notify the other spontaneously of any fact that is likely to affect the general operation of the contract and, specifically, any fact that may compromise the continuity of the undertakings contained herein.

21. Miscellaneous provisions

21.1. The fact that either of the Parties may not have required the application of a provision under these T&Cs, on either a temporary or permanent basis, may not be deemed to constitute a waiver of the rights held by that Party. No exchange of correspondence, written information, emails, etc., may call into question the terms of these T&Cs unless an amendment is duly signed by the representatives of both Parties.

21.2. The Customer authorises Teach Up to sub-contract all or part of the services covered by this agreement.

21.3. In the absence of prior written consent from Teach Up or a specific agreement, the Customer is not authorised to transfer any or all of the rights and obligations associated with the Contract for the service, and in particular may not allow third parties to benefit from all or part of the services provided by Teach Up.

21.4. All of the provisions of these T&Cs are mandatory; each of them is a required condition of the contract, without which the parties would not have entered into a contract.

21.5. The Parties undertake to comply with the laws, regulations and issuances in force in France.

21.6. If any provision of these T&Cs is held to be illegal, void or inapplicable for any reason whatsoever, that provision will be deemed to be severable from these T&Cs and will in no way affect the validity or the applicability of the other provisions of this agreement. The Parties will then combine their efforts to maintain the general structure of the contract.

21.7. Teach Up reserves the right unilaterally to update these T&Cs. In the event that a change is made, the Customer will be informed by email or via their Administrator account of the new terms and conditions at least one month before they take effect.

22. Disputes

22.1. In the event of a dispute relating to the validity, interpretation or fulfilment of the contract, the Parties agree to rely on the verdict of an arbitrator appointed by mutual agreement.

22.2. In the absence of agreement on the appointment of this arbitrator, the Lyon Commercial Court will have sole jurisdiction.