GENERAL TERMS AND CONDITIONS OF SALE
Last updated: 24 October 2024
These general terms and conditions of sale, together with the specific terms outlined above, constitute the agreement (the « Agreement ») under which AXA Climate (the « Provider ») will deliver the Services to the client (the « Client »), as identified in the specific terms. By signing the course agreement, the Client agrees to be bound by these general terms and conditions of sale, which supersede and replace any general terms issued by the Client, hereby excluded and deemed inapplicable.
Definitions – Terms starting with a capital letter have the meanings assigned to them in this section or elsewhere in this Agreement.
« Intellectual Property Rights » refers to all intellectual property (copyrights and related rights) or industrial property (trademarks, trade names, domain names, patents, designs) of the Parties, whether registered or unregistered, worldwide and for the duration of their validity.
« Term » refers to the period during which the Client is authorised to access and use the Butterfly School programme as specified in the course agreement.
« Licence » refers to the personal, non-transferable, non-assignable, and non-exclusive licence to access and use the Butterfly School programme granted to the Client and Participants.
« Service Levels » refers to the expected values (such as availability times, response times, correction times, or others) of service levels for the EdApp platform, as specified in Article 14.
« Party/Parties » refers individually or collectively to the Client and/or the Provider.
« Participant(s) » refers to the Client’s employees authorised by the Client to access and use the Butterfly School programme within the limits set by the Agreement.
« EdApp Platform » refers to the e-learning platform developed, hosted, and maintained by EdApp, available in SaaS mode in compliance with the EdApp Service Levels, on which the Butterfly School programme is hosted.
« Price » refers to the amount payable by the Client to the Provider for the Services.
« Services » refers to the Licence granted under the conditions detailed in this Agreement and the associated support services.
« Tax » refers to any tax, including national and local taxes, corporate taxes, business taxes, goods and services taxes, value-added taxes, ad valorem taxes, capital gains taxes, withholding taxes, stamp duties, customs duties, and other import/export duties, levies, and charges, including penalties, costs, and additions imposed by any government, agency, statutory body, or tax authority concerning all fees, charges, interest, and expenses arising from this Agreement.
- Licence
The Provider will provide the Licence to the Client in exchange for payment of the Price by the Client, for the number of Participants specified.
2. Course Schedule
The course schedule will be provided at the beginning of the course. The Provider reserves the right to change the date and/or timing of certain sessions if necessary and may reschedule these sessions based on Participants’ availability.
3. Intellectual Property Rights in the Butterfly School Programme
The Butterfly School programme is protected material and a valuable trade secret of AXA Climate. Ownership of the programme, including any intellectual property incorporated therein (particularly all information, materials, tools, techniques, including but not limited to unpatented inventions, designs, videos, presentations, quizzes, methods, data, documents, instruction, and training manuals), remains at all times with the Provider or its licensors.
The Client and Participants must not:
- use the Butterfly School programme to develop a competitive product, defined as any product or service developed or sold by the Client that is of the same general type, performs a similar function, is substitutable, or is intended or used for the same purpose as the Butterfly School programme ;
- copy, reproduce, display, adapt, modify, translate, integrate, transcribe, extract, summarise, distribute, or create derivative works from the Butterfly School programme or any of its components, features, functions, user interfaces, or graphics by any means or in any form for any other purpose or on any medium, using current or future technology.
4. Guarantees
The Service Provider will provide the Services with reasonable skill and care. The Service Provider possesses and will maintain the skills, resources, and expertise necessary to deliver the Services in accordance with the terms and conditions of this Agreement. The Service Provider guarantees that it will deliver the Services in a manner consistent with the general industry standards reasonably applicable to the provision of such Services.
Notwithstanding the foregoing, the Butterfly School program is provided « as is » and « as available » without any further warranty of any kind. Unless expressly stated in this Agreement, implied warranties of fitness for a particular purpose, non-infringement, and the adequacy of information and functionality are expressly excluded, and the Service Provider explicitly disclaims all liability of any kind in this regard. The Client acknowledges that the Butterfly School program does not substitute for professional advice. The Service Provider will take all reasonable measures to ensure the accuracy of the information provided, noting that the Service Provider cannot guarantee the accuracy of all such information, which may be subject to change, forward-looking, or based on interpretations made by third parties. The Client assumes full responsibility for access to and use of the Services. The Client acknowledges having been informed of the Butterfly School program as it stands today, via the existing Butterfly School program catalog, and enters into this Agreement fully aware of its content.
5. Price et Taxes
The Price applicable to the Services is stated in the Agreement. The Price includes the entirety of the Service Provider’s remuneration. All fees and additional charges are always exclusive of any Value Added Tax or any other applicable tax for which the Client remains responsible. The Parties will cooperate with one another to accurately determine any tax obligation arising from this Agreement or any order and to minimise this obligation as permitted by law, provided such cooperation does not prejudice either Party. The Parties will provide and make available to the other Party all tax invoices, tax exemption certificates, tax residency certificates, and/or any other relevant information reasonably requested by either Party. In case of non-payment by the Client on the due date, any amount owed to the Service Provider will accrue automatic late interest starting from the day following the due date of the payment term, at the European Central Bank’s benchmark interest rate plus 10 points. Additionally, pursuant to Articles L. 441-6 and D. 441-5 of the French Commercial Code, the Client will pay a fixed indemnity of forty (40) euros per invoice for recovery costs.
The Service Provider is a Qualiopi-certified training organisation. The Client may, if based in France or the European Union, request funding for all or part of the Butterfly School course from its accredited joint collection body (« OPCO »). However, the Service Provider does not implement the subrogation payment mechanism with OPCOs, meaning that the Service Provider invoices the Client directly. As such, the Service Provider does not accept direct payment from the OPCO, and it is the Client’s responsibility to request funding from their OPCO and undertake these steps.
6. Duration, cancellation, and termination
This Agreement takes effect on the date of signature and remains valid for the duration of the session indicated in the Agreement.
This Agreement may be terminated by either Party in the event of a breach of any term of the Agreement. Early termination will occur thirty (30) days after a formal notice to remedy the situation has been sent to the defaulting Party by registered letter with acknowledgment of receipt and has remained unaddressed.
7. Confidentiality
« Confidential Information » means, without limitation, any information disclosed—whether in writing and/or orally—by one Party to the other Party in the context of executing this Agreement, including, without limitation, in whole or in part, reports, interpretations, forecasts, analyses, know-how, market information, marketing plans, studies, notes, and other documents. Each Party undertakes, in its name (and on behalf of its officers, employees, and subcontractors), to keep Confidential Information strictly confidential, to implement adequate security and safety measures using the same means and procedures as used for its own Confidential Information. Each Party shall be entitled to disclose Confidential Information strictly if required by a competent court, a governmental or regulatory authority, or when there is a legal obligation or requirement for disclosure. Confidentiality will remain in effect during the term of the Agreement and for a period of five (3) years after its expiration or termination or any longer period required by law.
8. Personal data protection
The provisions of Annexes 1 and 2 apply with respect to the Parties’ obligations concerning any processing of personal data for the execution of the Agreement and Services.
9. Force majeure
Under no circumstances will either Party be liable to the other for any delay or failure to perform caused by a force majeure event without fault on the part of the Party seeking exemption. Force majeure refers to the occurrence of an unforeseeable and irresistible event beyond the control of the Party seeking exemption, including but not limited to events characterized as follows: acts of public enemies, wars, fires, floods, epidemics, and quarantine restrictions. In the event of a force majeure occurrence, each Party must make all reasonable efforts to mitigate the extent of this delay or failure. The execution deadlines under this Agreement are deemed extended by a period equivalent to the time lost due to any excusable delay under this Article. If such a force majeure event continues for more than thirty (30) Business Days, either Party may terminate the Agreement or any order outright and without formality, upon written notification to the other Party.
10. Liability
The Service Provider’s obligations under this Agreement are obligations of means. The Service Provider’s liability is engaged only in the event of direct damages. The Service Provider will not be liable for indirect, incidental, special, consequential, punitive damages, or loss of profits arising from or related to this Agreement or its execution or breach. The Client acknowledges that the Butterfly School program does not substitute for professional advice. The Client assumes full responsibility for access to and use of the Butterfly School program by Participants and for the data contained in the Butterfly School program. Notwithstanding any other provision, the Service Provider’s total liability arising from or under this Agreement is capped at an amount equal to the Price paid by the Client in relation to this Agreement.
11. Commercial references
Each Party may use the name, logo, or trademarks of the other Party as a business reference and/or communicate about the existence of the Agreement without the prior express consent of the other Party.
12. Governing law and jurisdiction
The Agreement will be governed by and interpreted in accordance with French law. The Paris Court will have sole jurisdiction to settle all disputes relating to the Agreement.
13. Miscellaneous
13.1 Modification – No modification, amendment, supplement, or waiver of any provision of this Agreement will bind the Parties unless made in writing and signed by an authorized representative of each Party against which enforcement is sought.
13.2 No Waiver of Rights – Unless otherwise provided in this Agreement, the failure of either Party to assert any right it has under this Agreement or otherwise concerning a breach or default by the other Party will not be construed as a waiver of that right regarding any other breach or default by the other Party.
13.3 Interpretation and Entire Agreement – This Agreement constitutes the entire agreement between the Parties concerning the Subject Matter hereof and supersedes any prior proposals, correspondence, statements of intent, or other communications, whether written or oral. The Annexes are an integral part of the Agreement and will have the same effect as if set forth in full within the body of the Agreement.
13.4 Signature – The Parties may sign this Agreement using an electronic signature. In such a case, the Parties agree that the electronic signature is governed by the « Terms of Use of the Electronic Signature Portal (AXA powered by Universign) » available before clicking the « sign » button and is equivalent to a handwritten signature of this Agreement. The Parties agree that the electronic signature expresses consent that this Agreement is legally binding upon the Parties and serves as proof to the same extent as a paper document signed by hand.
14. Compliance Obligations
14.1 Corporate Social Responsibility
The Client acknowledges that the Service Provider, as a member of the AXA Group, adheres to certain principles and practices aimed at conducting business in a socially responsible manner by promoting sustainable development in its commitments to its main stakeholders (clients, shareholders, employees, and suppliers), as more fully set out in AXA’s Professional Code of Ethics (https://www.axa.com/en/press/publications/compliance-ethics-guide). The Service Provider encourages its suppliers and clients to be socially and environmentally responsible. The Service Provider may, at its discretion, choose not to renew this Agreement and/or, subject to applicable laws, implement a Group-wide prohibition within AXA against entering into future Agreements with the Client in cases where the Service Provider determines, after discussion with the Client, that the Client’s practices contradict the principles and practices set out in AXA’s Professional Code of Ethics. Furthermore, as part of the Service Provider’s sustainable development principles and practices, the Service Provider requires its clients to adhere to the following three key principles of the International Labour Organization (ILO): (i) refrain from using, or permitting their own suppliers and subcontractors to use, child labor (under the age of 15) or forced labor; (ii) ensure safe and healthy working conditions and environments for staff, respecting individual and collective freedoms; and (iii) promote non-discrimination (gender, race, religion, or political belief) in recruitment and personnel management. If the Service Provider notifies the Client or the Client becomes aware that one of its business practices contradicts these ILO principles, the Client agrees to remedy the practice in question and notify the Service Provider of this remediation. If the Client fails to adequately address this situation or commits further violations, the Service Provider may terminate this Agreement at its convenience, outright, and without formality, without liability or compensation of any kind to the Client.
14.2 Anti-Corruption
The Client acknowledges that the Service Provider: (i) commits to complying with the applicable laws and regulations prohibiting corruption and influence peddling (together: « Corruption »); and (ii) has implemented and will maintain within its organisation policies, including but not limited to the Group Compliance and Ethics Guide, which prohibit any such action by its managers, employees, affiliates, agents, subcontractors, and any other third parties acting on its behalf.
Corruption may be defined as the act by which a person entrusted with a specific public or private function solicits or accepts a gift, an offer, or a promise to perform, delay, or omit to perform an act that falls, directly or indirectly, within the scope of their duties.
Influence peddling may be defined as the act of soliciting or agreeing to receive, at any time, directly or indirectly, offers, promises, donations, gifts, or advantages of any kind, for oneself or for others, to misuse or have others misuse one’s actual or supposed influence to obtain honours, jobs, Agreements, or any favourable decision from a public authority or administration.
The Parties declare, warrant, and undertake that, within the scope of the Agreement:
- neither the Parties, nor their managers, employees, Affiliates, agents, subcontractors, nor any other third party acting on their behalf, have committed or will commit corruption towards the manager, employee, Affiliate, agent, subcontractor of the other Party, or any other third party acting on their behalf; and
- the Parties have implemented and will maintain adequate anti-corruption policies and controls to prevent and detect corruption across their organisations, whether committed by their managers, employees, Affiliates, agents, subcontractors, or any other third party acting on their behalf.
In particular, the Parties refrain from promising, offering, or granting to any person, directly or indirectly, any undue advantage so that this person performs or refrains from performing any act falling within the scope of their duties under the execution of the Agreement, or so that this person uses their actual or supposed influence on a third party to obtain any advantage.
To the extent permitted by applicable law, each Party must notify the other Party as soon as it becomes aware or reasonably suspects that an activity conducted under the Agreement has violated or might have violated this article or any anti-corruption law or regulation.
Each Party may at any time request evidence of the other Party’s compliance with its obligations under this article.
If one of the Parties has reasons to believe that the other Party is not complying with the obligations contained in this article, that Party may suspend the execution of the Agreement until the other Party provides reasonable evidence that it has not committed or is not about to commit a violation. The Party that has suspended the execution of the Agreement will not be liable in any way for damages or losses caused to the other Party.
The violation of this clause by either Party will be considered a substantial breach of the Agreement, and either Party may terminate the Agreement with immediate effect upon written notice – as of right and without any judicial authorisation – if, during the term of the Agreement, the other Party is convicted of an act of corruption or does not comply with this article or any anti-corruption law or regulation, even if not related to the Agreement. To the extent permitted by applicable law, the defaulting Party shall indemnify the other Party, its managers, employees, Affiliates, agents, subcontractors, or any other third party acting on its behalf, against all losses, liabilities, damages, costs (including lawyer fees), and expenses incurred by, or attributed to, these indemnified parties due to any violation of this article.
14.3 Sanctions
Neither Party shall be bound to any obligation or provide any service under this Agreement where the fulfilment of such an obligation or the provision of such a service would expose it to a sanction, prohibition, or restriction resulting from a resolution of the United Nations, and/or economic or commercial sanctions provided for by the laws or regulations enacted by the European Union, France, the United Kingdom, or the United States of America, or any other national law providing for such measures.
14.4 Conflict of Interest
The Client undertakes to inform the Service Provider of any situation likely to create a conflict of interest for the Service Provider. The Service Provider undertakes to declare any potential conflict of interest to the Client. Notwithstanding the foregoing, the Parties acknowledge that the provision of services by the Service Provider to a Competitor of the Client or to another Third Party does not, in itself, create a conflict of interest.
15. EDAPP Service Level Agreement
EdApp is the subcontractor of AXA Climate and provides access to the EdApp platform in accordance with the following service level agreement.
EdApp contractually undertakes to make commercially reasonable efforts, in line with accepted industry standards, to ensure that EdApp Services are available to the Client 99.9% of the time during a calendar month. However, in the event of the unavailability of the EdApp Platform, AXA Climate cannot be held directly liable by the Client.
| Category Level | Criterion | Response Time | Resolution Time |
| Critical | The issue is deemed too critical and must be resolved immediately. Critical impact on > 20% of users |
Immediate
|
Within 12 hours
|
| Serious | The issue impacts a major functionality and/or presents risks. Serious impact on > 10% of users |
24 hours
|
12 – 72 hours
|
| Minor | The issue requires special attention but does not have a functional impact or minor risk on > 5% of users |
72 hours
|
72 hours – 1 week
|
| Negligible | The issue is insignificant and does not pose an immediate risk | 96 hours
|
As per the publication schedule
|
ANNEX 1: PERSONAL DATA PROTECTION
This Annex aims to define the conditions under which AXA Climate, when accessing, receiving, and/or processing the Client’s Personal Data, acts as a Processor (« Processor ») on behalf of the Client, acting as the Controller (« Controller »).
In the context of their contractual relationships, the Parties undertake to comply with all applicable Personal Data Protection Laws and Regulations, particularly Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter the « General Data Protection Regulation » or « GDPR »).
IN THE EVENT OF A SUBSTANTIAL AMENDMENT TO THE CONDITIONS SET OUT IN THE AGREEMENT THAT COULD AFFECT THE PROCESSING OF PERSONAL DATA, THE PARTIES AGREE TO RENEGOTIATE THIS SCHEDULE IN ORDER TO ADAPT IT TO THE NEW PROCESSING OF PERSONAL DATA
I. Definitions
The terms starting with a capital letter and not defined in the Agreement or in this Schedule shall be understood as having the same definition as that given by the GDPR under Chapter VI, complemented by the interpretation that may be made by the Supervisory Authority. This includes notions such as: Personal Data, Processing of Personal Data, Purpose of processing, Personal Data Breach, etc.
« Controller’s Personal Data » means any Personal Data made available or transferred by the Controller to the Processor and any Personal Data that the Processor processes in its capacity as Processor as defined by the applicable Data Protection Laws and Regulations within the framework of this Agreement.
« Rights of the Data Subjects » corresponds to all the rights granted by the applicable Data Protection Laws and Regulations to the Data Subjects affected by the Processing(s) of Personal Data carried out within the framework of the Agreement. These rights are as follows: the right to access Personal Data, the right to rectification, the right to erasure, the right to restrict processing, the right to data portability, and the right not to be subject to automated individual decision-making.
« Sensitive Data » (or « Special Category of Personal Data ») corresponds to the definition established by the applicable Data Protection Laws and Regulations.
« Applicable Data Protection Laws and Regulations » means any binding law or regulations, notice, or opinion from a Supervisory Authority regarding Data Protection, and particularly the GDPR.
II. Obligations of the Parties
The Processor complies with the documented and lawful instructions of the Controller regarding the Controller’s Personal Data as described in the Agreement and in the data processing conditions that may be attached hereto. The Processor informs the Controller if, in its opinion, an instruction breaches the applicable Data Protection Laws and Regulations. The Processor processes Personal Data only upon the Controller’s instruction and on its behalf. Under the conditions set out in this Schedule, the Processor undertakes to:
- Assist the Controller in complying with the legal obligations related to the Controller’s Data Protection, particularly by providing it with all necessary information to complete the required formalities or to demonstrate compliance with these obligations;
- Unless otherwise provided by the Applicable Data Protection Laws and Regulations, inform the Controller of any request from a Public Authority (e.g., Supervisory Authority, courts, police) directly or indirectly concerning the Controller’s Personal Data;
- Take all reasonable precautions, considering the nature of the Controller’s Personal Data and the risks of the Processing, to preserve the security of the Controller’s Personal Data and, in particular, prevent their alteration, damage, or access by unauthorised third parties;
- Implement appropriate technical and organisational measures, to the extent possible, including those required for the Controller to meet the requests for exercising the Rights of the Data Subjects;
- Ensure that any natural person acting under its authority who has access to the Controller’s Personal Data does not process them, except upon the Controller’s instructions, unless such person is required to do so under the Applicable Data Protection Laws and Regulations.
III. Sensitive Data
Unless explicitly instructed by the Controller, the Parties acknowledge that no Sensitive Data or equivalent data (e.g., social security numbers, Personal Data related to criminal convictions and offences, banking information, etc.) shall be processed by the Processor under this Agreement.
IV. International Transfer of Personal Data
The Controller’s Personal Data may be transferred, including for Processing, hosting, or granting remote access, with the prior written consent of the Controller, outside the European Economic Area (EEA) or countries deemed to offer adequate protection by the European Commission. In cases where the recipient is located outside the EU/EEA, the Processor:
- has implemented necessary measures, such as signing the latest version of the EU standard contractual clauses approved by the European Commission;
- has implemented appropriate protective measures, such as additional security measures. For the purposes of this Schedule, the following Sub-Processors are deemed to have received the Controller’s consent:
| Identity | Land |
| EdApp Pty Ltd | Australien |
| Zoom Video Communications, Inc | USA |
| Formagrid Inc. (Airtable) | USA |
If the Processor intends to change the authorised location of data processing, it must obtain the prior written approval of the Controller.
V. Sub-Processing
The Processor may use a Sub-Processor to carry out specific processing activities. The Processor shall inform the Controller in advance and in writing of any planned changes regarding the addition or replacement of a Sub-Processor. The Controller has 15 days from the receipt of this information to raise reasonable objections. This sub-processing may only occur if the Controller has not objected within the agreed time.
For the purposes of this Schedule, the following Sub-Processors are deemed to have received the Controller’s consent:
| Identity | Land | |
| EdApp Pty Ltd | Australien | |
| Zoom Video Communications, Inc | USA | |
| Formagrid Inc. (Airtable) | USA | |
| Celonis Inc. (Make) | Irland
Deutschland |
and |
| Yousign SAS | Frankreich | |
The Processor also undertakes to ensure that the Sub-Processor complies with all the obligations in this Schedule and the applicable Data Protection Laws and Regulations, which will be established through a specific agreement or a similar arrangement (« Sub-Processing Agreement »).
VI. Confidentiality of Personal Data
The Parties agree that the Controller’s Personal Data are, by their nature, processed as Confidential Information. The persons authorised to process personal data on behalf of the Provider are committed to confidentiality or are subject to an appropriate legal obligation of confidentiality.
VII. Retention Period, Return, or Deletion of Personal Data
The Processor shall not retain the Controller’s Personal Data longer than the Duration of the Agreement, extended by any applicable mandatory retention period (such as statutory limitation periods).
The Parties agree that upon the expiration of this period, the Processor will delete the Personal Data and any copies thereof unless the Controller specifies, in writing and within thirty (30) days following the expiration, that the Personal Data should be returned in a readable format.
VIII. Security of Personal Data
Le Sous-Traitant fournira des garanties suffisantes pour mettre en œuvre des mesures techniques et organisationnelles appropriées afin de préserver la sécurité des Données Personnelles du Responsable de Traitement et, en particulier, d’empêcher leur altération et leur endommagement, ou l’accès à des tiers non-autorisés.
IX. Personal Data Breach
The Processor must notify the Controller in writing as soon as possible of any Personal Data Breach. This notification shall be accompanied by all documentation necessary to enable the Controller to notify the competent Supervisory Authority of the Personal Data Breach, if required. The Processor must provide the Controller with all necessary information to comply with Article 33.3 of the GDPR. If, and to the extent that, it is not possible to provide all the information at the time of the notification, the information may be provided in stages without undue delay.
In the event of a Personal Data Breach, the Processor must act as quickly as possible to mitigate any adverse consequences and prevent similar Personal Data Breaches from occurring.
X. Audit
The Controller may conduct an audit of the Processor to assess its compliance with the obligations set out in this Schedule at the Controller’s expense, with a written notice of three (3) months and no more than once every twelve (12) months.
The notice must specify the identity of the external auditor proposed by the Controller (« Proposed Auditor »), who must be impartial and independent. Upon receipt of this notice, the Processor shall have the opportunity to reasonably object, within one (1) month, to the Proposed Auditor. In such a case, the Parties will negotiate in good faith to select a neutral external auditor.
XI. Liability
Notwithstanding any provision to the contrary, the Processor’s liability to the Controller for any act or omission related to its obligations concerning the Processing of Personal Data under this Schedule/Agreement, their confidentiality, and/or the applicable Data Protection Laws and Regulations is limited to the total Price under the Agreement during the past twelve months (« Personal Data Liability Cap »).
The Processor shall be solely liable (within the limits of the Personal Data Liability Cap) for damages caused by its processing activities where it has not complied with the applicable Data Protection Laws and Regulations or this Schedule.
XII. Rights of the Data Subjects and Mutual Assistance
The Controller shall provide Data Subjects with the information required under the applicable Data Protection Laws and Regulations.
The Controller shall respond to requests for the exercise of Data Subjects’ Rights. The Processor must assist the Controller in fulfilling requests for the exercise of Data Subjects’ Rights, as appropriate. Where the Data Subject’s Rights are requested directly from the Processor by the Data Subject, the Processor shall forward these requests as soon as received, by email, to the Controller.
In the event of an inspection or complaint conducted by a competent Supervisory Authority concerning the Processing of data under the Agreement/this Schedule, the Parties agree to cooperate in good faith. The Processor will make commercially reasonable efforts to provide the Controller with relevant information requested by the Supervisory Authority.
All commercially unreasonable costs related to the Processor’s assistance will be borne by the Processor.
XIII. Duration The provisions of this Schedule shall remain in effect between the Parties throughout the Duration of the Agreement.
XIV. Governing Law
All provisions of this Schedule are subject to French law.