1. Scope of Application
GapsMoov is a training organization which offers services in relation to intercultural communication and management, aimed at corporate employees and students at colleges and universities.
The Client/User wishes to access the Services and Package provided by GapsMoov. The Client/User declares that he/she has read the information provided by GapsMoov and the specifications of the Package and Services and verified that these match his/her needs.
The purpose of these general terms and conditions (hereinafter, the “T&Cs”) is to define the rights and obligations of GapsMoov, the Client and the Users. Throughout the duration of the agreement, the Client must ensure complete compliance with the T&Cs by Users who forming part of its personnel and/or making use of the Services and the Package via the Client or at the Client’s request.
The use of the Services and the Package is conditional on prior acceptance of the T&Cs. If the T&Cs are not accepted, any viewing of the Package and the Services is strictly prohibited. The viewing of the Package and the Services constitutes express and unreserved acceptance of the T&Cs. By signing this document, the Client acknowledges having read and unreservedly accepted both the T&Cs and all documents making reference thereto (including any emails, estimates, business proposals, etc.).
2. Definitions
The following terms, when capitalized, have the definitions set out below, whether used in the singular or plural:
GapsMoov: SARL (French limited liability company) with share capital of 10,000 Euros, incorporated with the Lyon Trade and Companies Register under the number 884 440 520 and having its registered office at 10, rue Seguin, 69002 Lyon, France.
Client: any natural person or legal entity paying a price to GapsMoov in exchange for the provision of the Package and the Services, in accordance with the agreement.
User: any natural person duly authorized to benefit from the Package and the Services, either directly or via a Client, in accordance with the T&Cs.
Site: the online training platform accessible at https://app.gapsmoov.com
Package: the provision of access to GapsMoov’s Teaching Modules, in LMS Mode or through Remote Access via the Website.
Teaching Modules: means all teaching resources and content offered by GapsMoov in the context of the Package. Types of Teaching Modules are:
- “Expert Videos” lasting 1 to 6 minutes, exploring in-depth the topic in question, divided into several chapters,
- Knowledge tests,
- Questionnaire on cultural preferences,
- Business cases,
- Collective inter-company virtual lessons lasting 2 hours, led by a consultant (included in the Blended Packs only)
- Services: all training activities provided by GapsMoov in addition to the Package. These take the form of virtual inter-company classrooms, one-to-one coaching sessions, seminars involving one or more companies, held remotely or at client sites.
Remote Access: standard method for the provision of the Package, accessible remotely by Users via the Website on which the Teaching Modules are hosted and published.
Compte : environnement personnel dédié à un Client / Utilisateur.
LMS Mode: option by which the Package is accessible via the Client’s Learning Management System (LMS) for the period of time and in accordance with the terms and conditions set out in the agreement.
3. Access to the Package
Access is provided on the basis of a subscription. This access is non-transferable and cannot be assigned to any other Client/User.
A username and password must be set when creating an Account. The Client/User must choose a password of sufficient complexity so as to avoid any risk of the account being hacked. The username and password will be requested and required for each log in. Any connection to the Account using the elements defined by the Client/User will be deemed to have been performed by the latter. The Client/User will be responsible for all use of the Teaching Modules and any actions taken with his/her username and password. The Client authorizes Gapsmoov to communicate via email with its Users on questions related strictly to the training provided to them.
The Client/User must keep confidential the log-in data used to access the Account and put in place the physical and logical security measures necessary to protect such confidentiality. GapsMoov must be informed immediately if the Client/User observes or suspects any fraudulent use by a third party. If a password is compromised, the User must log in to the Website immediately and follow the procedure indicated by clicking on the “Forgot your password?” link.
The User is responsible for the maintenance of his/her workstation and for paying any Internet connection costs generated in order to access the Package.
4. Orders
The estimate accepted by the Client constitutes a firm and binding purchase order. GapsMoov reserves the right not to begin delivery of the Package and the Services until these documents have been received. The exact nature of the Services and Package to be provided and the material terms and conditions governing their provision must be the subject of a detailed description.
GapsMoov will not refund any amount to the client if the Package is unused or under-used.
Any consultants, training experts, or other members of staff on secondment will not be permitted to accept any other task or assignment whatsoever except with the express consent of GapsMoov management.
5. Invoicing
Estimates are drawn up on the basis of the prices in force as of the date of the order and the specific details concerning the Package and the Services. Prices are indicated inclusive of VAT in Euros.
The prices used to create estimates take into consideration in particular the nature, subject, and duration of the Package and the Services, the number of participants or users suggested by the Client, and the number of consultants, trainers, and other members of staff allocated by GapsMoov to these Services.
If an order is cancelled by the Client, any expenses or costs actually incurred by GapsMoov will be invoiced. If a Package is cancelled by the Client, the Package will be invoiced in full unless GapsMoov is notified of the cancellation at least than 72 hours prior to the launch of the Package if provided online or 15 working days if provided in person.
If the trainer or consultant is unable to provide the Service on the date agreed, GapsMoov undertakes to make every effort to replace the trainer or consultant in question. Should such replacement prove impossible, GapsMoov reserves the right to reschedule the Service at a later date.
6. Terms and Conditions of Payment
Unless otherwise agreed, invoices are net and payable in full upon receipt. These terms and conditions of payment are applicable to all Gapsmoov clients and exceptions are possible on the basis of a specific and express agreement by and between the parties.
When payment for training is to be made by a contributions collection body or other intermediary, the Client undertakes to pay all costs of the training should the designated contributions collection body be unable to do so. If the User fails to attend or abandons the training session and the contributions collection body does not agree to pay for the training session, all costs incurred by GapsMoov for the performance of the Services or the provision of the Package will be invoiced directly to the Client and payable by the latter. If the contributions collection body or other intermediary covers the pre-tax cost of the training only, VAT is then payable by the Client.
Any amount owing to GapsMoov and not paid on the contractual due date will automatically, following delivery of formal notice having had no effect, allow Gapsmoov to charge default interest calculated at the Bank of France discount rate in force on the date on which said payment was due. This clause cannot however impact the fact that all amounts due by the Client are payable immediately.
For any payment default and after formal notice having had no effect, in addition to the amount as principal, the Client will be required to pay compensation fixed at 10% of the amounts still outstanding as a non-modifiable penalty clause in accordance with Article 1231-5 of the French Civil Code, without prejudice as to any contractual default interest.
In the event of a payment default and when the Services are performed over a period of time, GapsMoov reserves the right to suspend the performance of any future services until all amounts already invoiced have been paid in full.
7. Non-Disclosure
Each of the parties undertakes (i) to keep confidential all information received from the other party, (ii) not to disclose the other party’s confidential information to any third party whatsoever (other than subcontractors of GapsMoov), and (iii) not to use the other party’s confidential information for any purpose other than the performance of its obligations pursuant to the T&Cs. The Teaching Modules, the Services, the Package, the negotiations, and the financial terms and conditions agreed by and between the parties constitute confidential information. The non-disclosure undertaking is made (i) for so long as the other party intends to keep its information confidential, except in the event of a request for disclosure received from a court or legal authority and, in any case, (ii) within the limit of a period of five (5) years starting from the end of the agreement.
Each Client/User must keep confidential the username and passwords which, where applicable, allow Users to access the Teaching Modules and the Package. Any disclosure of such username and passwords to third parties is strictly prohibited. Each Client/User undertakes to implement the physical and logical security measures necessary to protect this confidentiality. If a Client/User observes or suspects any fraudulent use of said username or password by a third party, he/she must notify GapsMoov immediately. GapsMoov accepts no liability whatsoever in the event of use of the Teaching Modules by a third party using the aforementioned username and password.
8. Liability
The Teaching Modules are used at the sole liability of the Client and the Users. The latter undertake, on simple request, to hold harmless, compensate and indemnify GapsMoov with regard to any damage or losses (in particular, loss of earnings) potentially incurred by GapsMoov should the latter be the subject of a liability claim filed by a third party due to actions by the Client/Users.
GapsMoov is bound by a “best efforts” obligation regarding its obligations in the context of the T&Cs. In case of established fault on its part, GapsMoov’s liability under the T&Cs will be limited, on a combined basis, to payment of damages in an amount equal, when calculated pro rata temporis, to the amounts received by GapsMoov in payment by the Client of invoices covering the three (3) months preceding the occurrence of the liability trigger event.
Any compensation for indirect damage is expressly excluded, in particular, any loss of earnings, loss, inaccuracy, or corruption of files or data, commercial harm, loss of turnover or profit, or loss of customers.
No proceedings may be filed against GapsMoov (i) on the expiry of a period of three (3) months after the occurrence of the trigger event for such action or (ii) on the expiry of any other longer time bar defined by law. GapsMoov will have no liability following the occurrence of an event of force majeure. GapsMoov cannot under any circumstances be held liable for any damage caused by a User, a Client, or by one of the following trigger events: non-availability of the Website, bug, malfunction, security breach, or hacking.
9. Intellectual Property
GapsMoov is and remains the sole holder of all of the intellectual property rights attached to the Services, the Package, and the Teaching Modules which it proposes to Clients. The acceptance of the estimate or signature of a specific agreement by and between Gapsmoov and the Client does not entail any assignment or licensing of the intellectual property rights which are retained by Gapsmoov.
To this end, all content, interfaces, media, and documentation in any format whatsoever (paper copy, electronic, digital, oral, etc.) as well as the tools and methods used by Gapsmoov to provide the training remain the exclusive property of Gapsmoov.
The Client cannot use the services and documentation provided by Gapsmoov other than for the purposes stipulated in the estimate. This right of use is granted to the Client on a strictly personal basis and with regard to its needs as defined in advance. The Client cannot under any circumstances use or apply the content of the training or the documentation for any use not expressly authorized by Gapsmoov. The Client shall not reproduce, represent, modify, convert, distort, publish, or forward, either in whole or in part, any of the content and documentation relating to the Services and the Package.
10. Jurisdiction
Exclusive jurisdiction regarding any dispute that cannot be resolved through negotiation is hereby granted to the Commercial Courts in Lyon, irrespective of the location of the registered office or place of residence of the Client, notwithstanding the presence of multiple respondents or any warranty claims.
This clause is stipulated in the interest of the company Gapsmoov which reserves the right to grant a waiver at its sole discretion.
In the event of a dispute involving a non-French Client, French law will be exclusively applicable.
