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General Terms and Conditions of Sale

Article 1 – Purpose and scope

1.1 Identification of the seller

These general terms and conditions of sale (the “GTC“) are issued by SAS DIGITAL SKILLS FACTORY (“DSF“), a French  company (société par actions simplifiée) with a share capital of €2,680, registered with the Grenoble Trade and Companies Register under number 831 353 289, whose registered office is located at 67 boulevard Denfert-Rochereau, 38500 Voiron (France), registered as a training provider under activity declaration number 84 38 0810738 with the DREETS Auvergne-Rhône-Alpes (this registration does not constitute State approval), and reachable at info@dsf.global.

DSF markets its Training courses in particular through its online shop, available at www.dsf.global/shop-global (the “Online Shop“), and delivers its online and blended Training courses via its learning platform, available at www.upskill.dsf.global and www.skillmap.dsf.global (the “Platform“). The Online Shop is used exclusively for ordering and paying for Training courses; the Platform is used exclusively for the actual delivery of the training.

1.2 Purpose

The purpose of these GTC is to set out the terms and conditions under which DSF sells its Training services, regardless of:

  1. the format of the Training: distance Training delivered online via the Platform (“e-learning“), in-person Training (on the Customer’s premises or at any third-party venue agreed between the parties), or mixed Training combining both methods (“hybrid” or “blended learning“);
  2. the status of the Customer: a natural person acting in a private capacity or personally financing a Training course on an individual and professional basis (“Individual“), a legal entity governed by private law (“Company“), or a legal entity governed by public law such as a government administration, a public body or a university (“Institution“);
  3. the Customer’s place of establishment: in France or abroad.

Training courses offered for sale to Individuals are exclusively online Training courses (e-learning); in-person and blended Training courses are reserved for Companies and Institutions.

The GTC apply to any order for Training placed with DSF, to the exclusion of any other document, and in particular of any general purchasing conditions of the Customer, unless DSF has expressly agreed otherwise in writing and in advance.

1.3 Enforceability

The applicable GTC are those in force on the date of the order, as communicated to the Customer prior to the order and available at all times at https://www.dsf.global/terms-of-sale. Any order implies the Customer’s unreserved acceptance of these GTC, which prevail over any conflicting document, except for specific terms negotiated and set out in writing (quotation, purchase order, training agreement or contract), which then take precedence over the GTC on the points they expressly govern.

Article 2 – Definitions

Term Definition
DSF / Seller / Training Provider SAS DIGITAL SKILLS FACTORY, as identified in Article 1.1.
Customer Any natural or legal person placing an order for a Training course with DSF: Individual, Company or Institution.
Individual A natural person who either acts for purposes outside their trade, business or profession (a “consumer” within the meaning of the French Consumer Code), or personally finances, on an individual basis, a professional training course within the meaning of Article L. 6353-3 of the French Labour Code.
Company A legal entity governed by private law (company, association, etc.) acting for purposes within the scope of its business.
Institution A legal entity governed by public law (State, government administration, local authority, public body, university, international organisation, etc.).
Trainee / Learner The natural person who actually attends the Training, whether or not they are the Customer (for example, an employee enrolled by their employer).
Training Any professional training course offered for sale by DSF, whether online, in person or in a blended format.
Online Shop DSF’s e-commerce website, available at www.dsf.global/shop-global, on which the Customer selects, orders and pays for a Training course as part of an Online Sale.
Platform DSF’s learning platform, available at www.upskill.dsf.global and www.skillmap.dsf.global, on which online and blended Training is actually delivered, and which the Trainee accesses using the login credentials provided by DSF.
Professional Training Agreement The contract entered into between DSF and a Company or Institution financing a Training course, within the meaning of Articles L. 6353-1 and L. 6353-2 of the French Labour Code (“convention de formation professionnelle”).
Professional Training Contract The contract entered into between DSF and an Individual personally financing their own Training, within the meaning of Articles L. 6353-3 et seq. of the French Labour Code (“contrat de formation professionnelle”).
Online Sale Any order placed and paid for directly by the Customer on the Online Shop, electronically and without a prior signed quotation.
Standard Sale Any order following the process quotation → acceptance → (where applicable, withdrawal period) → invoicing → payment → provision of access, as described in Article 3.2(a).

Article 3 – Contractual documents and ordering process

3.1 Order of precedence of contractual documents

In the event of any inconsistency, the contractual documents apply in the following order of precedence: (i) the quotation, purchase order, training agreement or training contract signed by the parties; (ii) these GTC; (iii) the training programme and product sheets provided to the Customer.

3.2 Two ordering processes

DSF offers two ordering processes, depending on the channel chosen by the Customer:

(a) Standard Sale (quotation → acceptance → invoicing → payment → access), used in particular for Companies, Institutions and Individuals who do not order directly online:

  1. DSF issues a quotation describing the Training, its terms and its price;
  2. the Customer accepts the quotation by signing it, the purchase order, or the corresponding training agreement/contract;
  3. where the Customer is an Individual entering into a Professional Training Contract within the meaning of Article L. 6353-3 of the French Labour Code, the statutory 10-day withdrawal period described in Article 4.1 applies and no payment may be required before it expires;
  4. upon expiry of that period (or immediately for Companies and Institutions), DSF issues the invoice;
  5. the Customer pays the invoice in accordance with the agreed terms (Article 5);
  6. DSF provides the login credentials for the Platform and/or organises the in-person session.

(b) Online Sale (direct order on the Online Shop):

  1. the Customer selects a Training course on the Online Shop and creates or uses their account;
  2. the Customer reads and expressly accepts these GTC;
  3. where the Customer is an Individual consumer, they must expressly tick, on the Online Shop, the box provided for in Article 4.2 by which they request immediate performance of the Training and waive their right of withdrawal; no online order can be completed unless this box is ticked;
  4. the Customer makes a secure online payment on the Online Shop;
  5. access to the Platform, on which the Training is actually delivered, is activated immediately upon confirmation of payment.

Any order, whatever the channel, constitutes unreserved acceptance of the GTC in force on the date of the order.

3.3 Orders placed by Institutions

Where an Institution places an order under a public procurement contract or an administrative purchase order subject to specific conditions (French Public Procurement Code, public accounting rules), those specific conditions prevail over these GTC on the points they expressly govern; the GTC apply on a supplementary basis for all other matters.

Article 4 – Right of withdrawal

4.1 Standard Sale: 10-day withdrawal period (French Labour Code)

Where an Individual enters into, through the “Standard Sale” process described in Article 3.2(a), a Professional Training Contract within the meaning of Article L. 6353-3 of the French Labour Code relating to an online Training course (the only format offered to Individuals, in accordance with Article 1.2), the following rules apply, in accordance with Articles L. 6353-3 et seq. of the French Labour Code:

  • the contract is entered into before the Trainee’s final enrolment and before any payment of fees;
  • the Customer has a period of ten (10) days from the signature of the contract to withdraw, without having to give any reason or bear any costs, by notifying their decision by any means providing a certain date (registered letter with acknowledgement of receipt sent to DSF’s registered office, or email to info@dsf.global);
  • no payment may be required from the Customer before the expiry of this 10-day period; upon its expiry, the full price of the Training becomes payable, since access to the Platform provides the entire content of the Training at once;
  • upon expiry of the withdrawal period, after invoicing and receipt of the payment due, DSF provides the Customer with the login credentials for the Platform, giving access to the content of the Training.

4.2 Online Sale: waiver of the 14-day withdrawal period (French Consumer Code)

Where the Customer is an Individual acting as a consumer and orders an online Training course (distance selling), they are in principle entitled, under Article L. 221-18 of the French Consumer Code, to a withdrawal period of fourteen (14) days from the conclusion of the contract.

However, Article L. 221-28, 13° of the French Consumer Code excludes this right for the supply of digital content not supplied on a tangible medium, where performance has begun with the consumer’s prior express consent and their express waiver of the right of withdrawal.

DSF applies this exception in order to provide immediate access to the Platform upon payment. To this end, for any order placed on the Online Shop, the Customer must tick, in addition to accepting the GTC, a specific and separate box by which they:

  1. expressly request that performance of the Training begin immediately, before the expiry of the 14-day period; and
  2. expressly acknowledge and agree to waive their right of withdrawal, being informed that they will lose this right as soon as performance of the Training begins.

No online order can be validated or paid for unless this box is ticked. An Individual wishing to retain the benefit of their 14-day right of withdrawal must use the “Standard Sale” process described in Article 3.2(a); any request for immediate access to the Platform is necessarily conditional upon the waiver of this period. An order confirmation recording this express request and waiver is sent to the Customer by email, in accordance with Article L. 221-13 of the French Consumer Code. As this right of withdrawal is reserved for consumers, it does not apply to Companies or Institutions.

The legal basis for this mechanism (Articles L. 221-18 and L. 221-28 of the French Consumer Code) derives from French law and European Union law. As a matter of commercial policy, DSF nevertheless applies the same mechanism, namely the 14-day right of withdrawal and the waiver box, to any Individual consumer ordering a Training course on the Online Shop, regardless of their country of residence, including outside the European Union, for the sake of consistency and Customer protection. This uniform application is without prejudice to any additional mandatory protections that may be available to an Individual residing in another Member State of the European Union (Article 17.1) or in any other country, under their own national law where it is mandatorily applicable.

4.3 Common consequence: Training once started is payable in full

Once access to the Platform has been activated and the Trainee has logged in or viewed any content of the Training, the Training is deemed to have started: the right of withdrawal, where it has been excluded or has expired under the conditions set out above, can no longer be exercised, and the price of the Training is payable in full under the conditions set out in Article 11.

Article 5 – Prices, invoicing and payment terms

5.1 Prices

The prices of the Training courses are those stated in the quotation, on the Platform or on DSF’s website on the date of the order, expressed in euros excluding taxes, plus VAT at the applicable rate (currently 20%), unless a specific tax regime applies to the Customer. DSF reserves the right to change its prices at any time; only the price in force on the date the order is confirmed applies to that order.

Online Training courses sold to an Individual via the Online Shop constitute, for tax purposes, electronically supplied services within the meaning of Article 259 D of the French General Tax Code and Article 58 of the EU VAT Directive, as the service is automated and delivered with minimal human intervention. Where the Individual is established in France or in another Member State of the European Union, French VAT at the applicable rate (currently 20%) applies, in accordance with the preceding paragraph.

Where the Individual is established outside the European Union, the service falls outside the scope of French VAT, which is therefore not charged; the Individual may nevertheless be liable, where applicable, for an equivalent local tax in their country of residence, the identification and payment of which are their sole responsibility, without prejudice to Article 17.3.

For Customers located outside France, prices may, by agreement between the parties, be invoiced in a currency other than the euro; the exchange rate risk is then borne by the Customer, unless otherwise agreed. Any duties, local taxes or bank charges relating to an international payment are borne by the Customer.

5.2 Invoicing

DSF issues the invoice in accordance with the applicable ordering process (Article 3.2), once the order has been finally validated (online payment received, or expiry of the withdrawal period in a Standard Sale). The invoice is payable on the due date stated on it.

5.3 Payment terms

Payment is made, depending on the ordering channel: by bank card or any other secure online payment method offered on the Online Shop (Online Sale), or by bank transfer in accordance with the terms set out in the quotation, training agreement or training contract (Standard Sale).

For Institutions subject to public accounting rules, payment is made within the regulatory time limits applicable to public procurement, unless otherwise provided in the procurement contract or purchase order.

5.4 Late payment or non-payment

In the event of late payment by a Customer, whether a Company or an Institution acting in a professional capacity, late payment penalties are automatically due, without prior formal notice, at the interest rate of the European Central Bank plus 10 percentage points, together with a fixed indemnity for recovery costs of €40, in accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code. For an Individual consumer Customer, late payment interest at the statutory rate may be applied after a formal notice has remained unanswered.

In all cases, DSF reserves the right to suspend the Customer’s access to the Platform in the event of non-payment, without prejudice to any other means of recovery, it being specified that sums due in respect of a Training course that has already started remain payable in full in accordance with Article 11.

Article 6 – Access to the Training and DSF’s obligations

6.1 Online and blended Training

Login credentials for the Platform are provided to the Customer: immediately after receipt of payment for an Online Sale (Article 3.2(b)); or after expiry of the withdrawal period, invoicing and receipt of payment for a Standard Sale (Article 3.2(a)).

Unless a different duration is agreed in writing, access to an online Training course is granted for a period of twelve (12) months from its activation.

The access granted is strictly personal, nominative and non-transferable. The Trainee undertakes not to disclose their login credentials to any third party; any non-compliant use may result in suspension of access without compensation or refund.

6.2 In-person and blended Training

The duration, venue, schedule and practical arrangements (the Customer’s premises or any third-party venue agreed between the parties) are specified in the quotation, training agreement or training contract. Where the training takes place on the Customer’s premises, the Customer provides the necessary resources (room, materials, equipment) under the agreed conditions. As DSF does not have its own premises dedicated to hosting training, no in-person session is held on DSF’s premises. Consequently, in accordance with the training internal rules, learners are subject to the internal rules of the company hosting the training.

6.3 DSF’s obligations

DSF undertakes to deliver the Training in accordance with the announced characteristics (programme, learning objectives, duration), to deploy appropriate teaching, technical and supervisory resources, and to monitor the performance of the Training and assess its results, in accordance with its Qualiopi quality commitment (Article 8.2).

Visuals, content and descriptions provided for commercial purposes are for information only. DSF reserves the right to update the teaching content of a Training course, provided that an equivalent level of quality is maintained.

Article 7 – Obligations of the Customer and the Trainee

The Customer undertakes to:

  • provide accurate and up-to-date information when placing the order and enrolling Trainees;
  • provide the resources necessary for the proper conduct of the Training (internet connection and suitable equipment for e-learning; where applicable, premises, room and equipment for in-person training at the Customer’s site);
  • pay the price of the Training within the agreed time limits;
  • ensure that the Trainee(s) comply with the Platform’s terms of use and the applicable internal rules.

The Trainee undertakes to:

  • make lawful & personal use of the Platform and not disclose their login credentials to any third party;
  • attend the Training diligently and sign the attendance sheet or validate their attendance/login, as these are required for the issuance of a certificate of completion and, where applicable, for obtaining funding (Article 9);
  • comply with the teaching and safety instructions given by DSF or, for in-person training at the Customer’s site, by the Customer.

Article 8 – Mandatory legal information (French Labour Code) and Qualiopi certification

8.1 Professional training agreement and contract

In accordance with Articles L. 6353-1 et seq. of the French Labour Code, the professional training agreement (Company/Institution) or contract (Individual) entered into with the Customer includes in particular the following mandatory information:

  • the title, nature, duration, programme and objectives of the Training;
  • the level of prior knowledge required to attend the Training;
  • the teaching, technical and supervisory resources deployed, as well as the methods of assessment and certification of the Training (certificate of completion, certification, etc.);
  • the price and payment terms, as well as the financial conditions applicable in the event of termination or withdrawal during the Training;
  • for the Contract entered into with an Individual, the information relating to the withdrawal period described in Article 4.1.

This information is set out in the quotation, training agreement, training contract or purchase order provided to the Customer prior to their commitment, in addition to these GTC.

8.2 Qualiopi certification

DSF holds Qualiopi certification for the category “training actions”. This certification cannot be interpreted as a guarantee of the acquisition of skills by the beneficiary organisations.

This certification attests that the process implemented by DSF for designing and delivering its training actions complies with the criteria of the French National Quality Framework (Référentiel National Qualité — Decree No. 2019-564 and Order of 6 June 2019), and is in particular a condition for the eligibility of the Training courses for certain public or pooled funding (Article 9).

8.3 Activity declaration

DSF is registered as a training provider under number 84 38 0810738 with the DREETS Auvergne-Rhône-Alpes. In accordance with Article L. 6351-1 of the French Labour Code, this registration does not constitute State approval.

Article 9 – Funding and financial coverage

Where the Training may be funded, in whole or in part, by a skills operator (OPCO) or any other public or pooled funding body, it is the Customer’s responsibility to take the steps necessary to obtain such funding in good time.

The order remains firm and final regardless of the funding body’s decision. DSF cannot be held liable for any refusal, delay or partial funding. In the absence of full funding approval notified to DSF before the start of the Training, or in the event of partial funding, the balance of the price remains immediately payable by the Customer.

In the case of a tripartite agreement providing for direct payment by the funding body, the Customer remains jointly and severally liable for the payment of any amount not covered by that body, in particular where the Trainee fails to meet the eligibility conditions (attendance, signed attendance sheets) referred to in Article 7.

Article 10 – Cancellation, postponement and replacement

10.1 At the Customer’s initiative

Subject to the mandatory provisions relating to the right of withdrawal (Article 4) and to Article 11, any request for cancellation or postponement made by the Customer after the expiry of the applicable withdrawal period, or for a Training course not subject to such a period, is subject to the financial conditions set out in the quotation, training agreement or training contract. In the absence of any specific provision, a Training course whose access has not yet been activated (e-learning) or whose session has not yet begun (in-person) may be cancelled or postponed with reasonable notice, and DSF may retain an indemnity corresponding to the costs already incurred.

For in-person Training, one Trainee may be replaced by another from the same Customer free of charge, provided that DSF is informed before the start of the session.

10.2 At DSF’s initiative

DSF may postpone or cancel a session, in particular where there is an insufficient number of participants or in the event of force majeure (Article 15). The Customer is informed as soon as possible and is offered, at its choice, either the postponement of the Training to a later date or the refund of the sums paid in respect of the part of the Training not performed, to the exclusion of any other compensation.

Article 11 – No refund for Training once started

Any Training course whose performance has begun is payable in full and cannot give rise to any refund, whether total or partial, for any reason whatsoever (interruption, withdrawal, non-completion, dissatisfaction of the Customer or the Trainee).

Performance is deemed to have begun, for an online Training course, upon the Trainee’s first login to the Platform or first viewing of any teaching content. For an in-person or blended Training course, it is deemed to have begun on the first day of the session.

These provisions apply without prejudice to the mandatory provisions relating to the right of withdrawal described in Article 4, where these apply before performance has begun.

This rule applies in particular where the Individual has waived their right of withdrawal under the conditions of Article 4.2 in order to obtain immediate access to the Platform.

Article 12 – Intellectual property

All teaching content, course materials, videos, exercises, the Platform itself, as well as DSF’s trademarks, logos and distinctive signs, remain the exclusive property of DSF or its licensors and are protected by intellectual property law.

Ordering a Training course grants the Customer and the Trainee a personal, non-exclusive and non-transferable right to access and use the content, limited to the access period provided for in Article 6, for strictly educational purposes. Any reproduction, representation, extraction, modification, distribution or resale of the content, in whole or in part, without DSF’s prior written consent, is strictly prohibited and may give rise to civil and criminal liability.

Article 13 – Personal data protection

DSF processes the personal data of the Customer and the Trainee in compliance with Regulation (EU) 2016/679 (GDPR) and the amended French Data Protection Act No. 78-17 of 6 January 1978, for the purposes of managing the commercial relationship, performing the Training, monitoring learning, invoicing and, where applicable, providing supporting evidence to funding bodies (Article 9).

For further details on the processing of their data (purposes, retention periods, recipients, security measures), the Customer and the Trainee are invited to consult the privacy policy of DSF’s website, available at https://www.dsf.global/privacy-policy-2 , as well as the privacy policy of the Platform, available at https://upskill.dsf.global/edunao_assets.php/Privacy_Policy.pdf and https://skillmap.dsf.global/privacy-policy. 

The Customer and the Trainee have the right to access, rectify, erase, restrict, object to and port their data, which they may exercise by writing to privacy@dsf.global. They also have the right to lodge a complaint with the French Data Protection Authority (Commission Nationale de l’Informatique et des Libertés — CNIL).

Article 14 – Liability and insurance

DSF is bound by an obligation of means (best-efforts obligation) in performing its Training services. It cannot be held liable for the Trainee’s achievement of the learning objectives, as these also depend on the Trainee’s personal involvement.

Except in the case of gross negligence or wilful misconduct by DSF, or personal injury or death, DSF’s liability is limited to direct damage and may not exceed, over any one year, the amount actually received by DSF for the Training concerned; DSF shall under no circumstances be liable for indirect damage (such as operating losses, loss of opportunity or commercial loss).

DSF holds professional liability insurance covering damage that may occur in the performance of its services. Where in-person Training takes place on the Customer’s premises, the Customer remains responsible for the compliance and safety of those premises and equipment.

Article 15 – Force majeure

Neither party shall be liable to the other for any delay in or failure to perform its obligations where such delay or failure results from an event of force majeure within the meaning of Article 1218 of the French Civil Code and the case law of the French courts.

The affected party shall inform the other party as soon as possible. The obligations whose performance is prevented are suspended for the duration of the event; if the event continues for more than thirty (30) days, either party may terminate the order concerned without compensation, and the sums already paid for the part of the Training not performed shall then be refunded to the Customer.

Article 16 – Complaints and consumer mediation

16.1 Complaints

Any request for information, question or complaint may be sent to DSF’s customer service, Monday to Friday from 9 a.m. to 6 p.m. (Paris time), at info@dsf.global, or via the chatbot available 24/7 on DSF’s website.

16.2 Consumer mediation

In accordance with Article L. 616-1 of the French Consumer Code, any Individual Customer acting as a consumer is entitled, in the event of a dispute with DSF that could not be resolved through a prior written complaint to customer service, to refer the matter free of charge to a consumer mediator with a view to reaching an amicable settlement.

For any online purchase, the consumer Customer may also use the European Online Dispute Resolution (ODR) platform, available at https://ec.europa.eu/consumers/odr.

This right to mediation is specific to consumers and does not apply to Companies or Institutions, whose disputes with DSF are settled in accordance with Article 17.

Article 17 – Governing law, language, jurisdiction and international sales

17.1 Governing law and language

These GTC and the contracts, agreements or orders referring to them are governed by French law, excluding any conflict-of-law rules that would lead to the application of another law. Any translation of the GTC or the contractual documents into another language is provided for information purposes only, and only the French version shall prevail in the event of any discrepancy.

Where the Individual Customer has their habitual residence in another Member State of the European Union or in a non-EU country, this choice of law may not have the effect of depriving them of the protection afforded to them by the mandatory provisions of the law of their country of residence, in accordance with Article 6 of Regulation (EC) No. 593/2008 (“Rome I”) or equivalent applicable rules.

17.2 Jurisdiction

For any dispute with a Customer that is a Company or an Institution, exclusive jurisdiction is conferred on the courts within whose jurisdiction DSF’s registered office is located (Commercial Court of Grenoble — Tribunal de commerce de Grenoble), including in the event of multiple defendants or third-party proceedings, unless otherwise mandatorily provided for public procurement contracts entered into by Institutions.

For any dispute with an Individual consumer Customer, and without prejudice to the mediation procedure described in Article 16.2, jurisdiction lies with the courts determined in accordance with the ordinary rules of law (the court of the place where the defendant resides or of the place where the service is performed).

17.3 International sales

For Customers established outside France, DSF ensures compliance with any mandatory local rules that may directly apply to it (in particular with regard to consumer protection and data protection). It is nevertheless the Customer’s responsibility to ensure that the purchase and use of the Training comply with the regulations of their own country (local taxation, exchange controls, restrictions on the import of digital content, any reporting obligations), as DSF cannot guarantee that its Training courses comply with foreign regulations of which it is not required to be aware.

Article 18 – Miscellaneous

  • Severability: if any clause of these GTC is declared null and void or unenforceable, the other clauses shall remain in full force and effect.
  • No waiver: DSF’s failure at any time to enforce any provision of these GTC shall not be construed as a waiver of its right to enforce it subsequently.
  • Entire agreement: these GTC, supplemented by the contractual documents referred to in Article 3.1, constitute the entire agreement between the parties on their subject matter.
  • Evidence: DSF’s computerised records (e.g. order, payment and Platform login data) are stored under reasonable security conditions and are deemed to constitute evidence of the communications, orders and payments made between the parties.
  • Assignment: the Customer may not assign the rights and obligations arising hereunder to any third party without DSF’s prior written consent.
  • Amendments to the GTC: DSF may amend these GTC at any time; the version applicable to an order is the one in force on the date of that order, published at www.dsf.global/shop-global.
  • Notices: unless otherwise provided, any notice between the parties may validly be given by email to the addresses provided when the order was placed.