Terms and Conditions - 2026

EVERLEARN-PREPMYFUTURE GENERAL TERMS AND CONDITIONS OF SALE

Last updated on 05/01/2026

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Table of contents

DEFINITIONS

Learner: An individual employed and/or designated by the Client who receives the Services covered by the Order.
Order: A Quotation or Purchase Order for the Client's purchase of Services. The purchase of additional and/or one-off Services during the term of the Contract will be subject to the provisions of the initial Quotation and the related General Terms and Conditions of Sale.
General Terms and Conditions of Sale and/or GTCS: The contractual provisions binding the Client to Everlearn-PrepMyFuture and/or any entity of the Learnation group in connection with your Order, including its Appendices.
Specific Terms and Conditions of Sale and/or STC: The provisions amending and/or specifying the Services, as well as certain adjustments required to these General Terms and Conditions of Sale.
Contract: All contractual documents relating to the purchase of Services through the signing of an Order, these General Terms and Conditions of Sale, Specific Terms and Conditions, any amendments thereto and, where applicable, the Training Agreement(s), submitted to the Client, in particular via electronic signature platforms such as Docusign.
Course credit: A type of “voucher” for a 30-minute face-to-face instruction session provided remotely, unless otherwise stated.
Training Agreement: The contract that supplements the Contract when required by law and/or by Funding Organizations.
Digital Learning: Digital platform made available to Learners, enabling them to acquire new language skills online and independently.
Face-to-face instruction: Individual and/or group language courses provided to Learners remotely, unless otherwise stated.
Funding Organization: Any organization covering all or part of the payment for the training service provided on behalf of the Client: OPCO, Pôle Emploi, France Compétences, etc.
Platform: All websites and applications, including mobile applications, through which the Client and/or the Learner access the Services provided by Everlearn-PrepMyFuture and/or any entity of the Learnation Group.
Services: All training services subscribed to by the Client from Everlearn-PrepMyFuture, from which the Learners and/or the Client's staff will benefit once the Order has been validated.
Internal Regulations: Document issued by Everlearn-PrepMyFuture defining the arrangements for organizing remote training, the general and permanent operating rules of Everlearn-PrepMyFuture and/or any entity of the Learnation Group and their respective Platforms, and the rules relating to discipline and the security of the Platforms concerned.

PREAMBLE

These GCS apply to any Order placed by the Client with Everlearn-PrepMyFuture and/or any entity of the Learnation Group. Any Order implies the unconditional acceptance of the Order, the CPs and these GCS, all of these documents constituting the entire agreement binding the Client and Everlearn-PrepMyFuture and/or any entity of the Learnation Group. This entire agreement shall prevail over any other contractual document, in particular the Client's general purchasing terms and conditions.

It governs the relationship between the Client and EVERLEARN-PREPMYFUTURE, with share capital of €7,362, whose registered office is located at 32 rue de Ponthieu, 75008 Paris, France, registered with the Paris Trade and Companies Register under number 532 611 381 (hereinafter referred to as "EVERLEARN-PREPMYFUTURE").

Everlearn-PrepMyFuture is a company of the Learnation Group specializing in language skills refresher, reinforcement and improvement services.

The Parties acknowledge that they negotiated the terms and conditions of these GCS in good faith and that they accurately reflect their agreement.

In the event of any contradiction between one or more provisions contained in any of these different documents, the documents shall prevail in the following descending order: Quotes/Purchase Orders, CPs, GCS and their Appendices.

The Client and Everlearn-PrepMyFuture and/or any entity of the Learnation Group are hereinafter referred to individually or collectively as the Party or Parties.

ARTICLE 1 - PURPOSE

The General Terms and Conditions of Sale are intended to define the conditions under which the Client wishes to benefit from Everlearn-PrepMyFuture's language training services, as well as access to its Digital Learning Platform and other services offered by Everlearn-PrepMyFuture and/or any other entity of the Learnation Group for its employees and/or the persons it designates.

ARTICLE 2 - DESCRIPTION OF THE SERVICES

2.1 Arrangements for Providing the Services to the Client

The Services offered to the Client are described in the Order.

The operating procedures and provision of the Services accessible on the Platform are described in “The Description of the Services”, supplemented by any specific arrangements that may be specified in the Order and/or the Specific Conditions.

The Client is informed that, as of the signature of the Contract, it is responsible for activating the licences intended for the Learners by providing, for each of them, their name and email address, within three (3) months of that signature.

If activation does not take place within this period, the licence validity period shall automatically begin to run, including if the Learner has not effectively enrolled. In any event, the licences shall expire and be automatically deactivated no later than fifteen (15) months after the date of signature of the Contract.

2.2 Arrangements for Providing the Services to the Learner

The operating rules of the Platform and the arrangements for the performance of the Services by Everlearn-PrepMyFuture and/or any other entity of the Learnation group are set out in the Internal Regulations available on the relevant Platform. The Client acknowledges having read and agreed to its rules and shall use its best efforts to ensure that its employees and/or Learners comply with them.

ARTICLE 3 - CONTRACT

The Order shall be deemed firm and final upon signature of the Quote/Purchase Order, which constitutes acceptance of the GTC and any Specific Conditions associated with them and with the “Personal Data Protection” Appendix. The Contract is thereby formed and binds the parties in accordance with its terms.

The Client acknowledges in this respect that, prior to signing the Quote/Purchase Order, Everlearn-PrepMyFuture and/or any entity of the Learnation group provided it with sufficient information and advice to enable it to ensure that the Services meet its needs.

Where the Services are funded by a Funding Organization, additional procedures may sometimes be required by the latter and/or by the applicable regulations (validation of a training course in the CPF catalog, signing of a training agreement, etc.). The Client shall be solely responsible for handling these procedures and, regardless of their outcome, they shall not call into question the Parties' commitment under the Contract.

ARTICLE 4 - PRICES AND PAYMENT TERMS

4.1 Price

The prices applicable to the Client are detailed in the Order.

4.2 Price Revision

The pre-tax prices of all Services shall be automatically revised annually without the need for prior approval by the Client, on the anniversary of the effective date of the Contract, in proportion to the variation in the SYNTEC index, according to the following formula:

Revised price = Initial contract price x (S/S0),
Where S is the latest revised SYNTEC index published on the indexation date, and
S0 is the latest revised SYNTEC index published on the effective date of the Contract.

Prices are stated exclusive of tax for professional Clients only. Any applicable VAT and indirect tax shall be payable in addition.

Any tax withholding or deduction from payments due to Everlearn-PrepMyFuture (in particular withholding tax) shall be borne by the Client, which shall pay the additional amounts necessary for Everlearn-PrepMyFuture to receive the agreed net amount, except for taxes payable by Everlearn-PrepMyFuture on its income/profits.

4.3 Payment terms

Invoices issued by Everlearn-PrepMyFuture and/or any entity of the Learnation group are payable upon receipt, unless otherwise agreed in the Order and/or Contract, by bank transfer.

Any payment delay exceeding 30 days may give rise to a penalty equal to three times the statutory interest rate, without the need to serve formal notice on the Client.

A fixed compensation for recovery costs of €40 per invoice shall be due in the event of late payment.

No discount shall be granted for early payment.

4.4 In the event of payment subrogation

Where the Contract provides for payment subrogation by a Funding Organization of the Client, the Client is responsible for completing the necessary procedures with its Funding Organization before the start of the Services in order to obtain written approval for coverage and the corresponding file number.

The failure of the Funding Organization to cover the Services does not constitute grounds for termination of the Contract by the Client, who remains fully responsible for payment of the amounts due. The Client shall be responsible for any potential regularization with its Funding Organization.

In the event of partial funding by the Funding Organization, the amounts remaining due and not covered by the Funding Organization shall be paid by the Client and invoiced by Everlearn-PrepMyFuture and/or any entity of the Learnation group on the end date of the Services as provided for in the Contract and/or the Training Agreement.

It is also recalled that any uncompleted course hour/credit ordered by the Client remains payable.

ARTICLE 5 - TERM AND TERMINATION

5.1 Term

The duration of the Contract is specified in the Order, but certain Services may have a duration shorter than/different from that of the Contract.

Given the number of Services offered by Everlearn-PrepMyFuture and/or any entity of the Learnation group, when the validity periods of the Services are not stated in the Order, the Client shall consider that such Services have a duration similar to that of the Contract.

Unless otherwise stipulated in the Order, at the end of the initial contractual period, the Contract will be automatically renewed by tacit renewal for a new period of the same duration as the initial contractual period. At the end of each period thus renewed, the Contract will be renewed under the same conditions for successive periods of the same duration.

The Client may terminate the tacit renewal of the Contract by notifying Everlearn-PrepMyFuture of its decision not to renew the Contract by registered letter with acknowledgment of receipt, no later than three (3) months before the expiry of the current contractual period. The date on which Everlearn-PrepMyFuture receives this notification will be authoritative for assessing compliance with the notice period.

In the absence of valid notice given and received by Everlearn-PrepMyFuture in the aforementioned manner and within the aforementioned time limits, the Contract will automatically be renewed for a new period of the same duration as the current contractual period.

However, tacit renewal does not apply to the following one-off Services:

  • Creation of a customised Study Plan
  • Creation of customised educational content
  • SSO or LMS integration
  • Skills assessment tools
  • Registration for a certification exam

For these Services, their validity period will be indicated in the corresponding Order and/or in the Service Description.

Any Digital Learning Service (courses and access to the learning licence) ordered is payable in full and must be completed within a twelve-month period. At the end of this period, the Client is informed that the licences associated with the Digital Learning Services will be deactivated and Learners' access will therefore be cut off.

Accordingly, any unused individual lesson Credit and/or any Credit reserved but not used before the end of the 12-month period will neither be carried over nor refunded, even if the Service was not actually provided to the Learner. The same applies in the event of termination of the Contract in accordance with the terms of Article 5.2 “Termination”.

If the Contract is multi-year, arrangements at the Client's expense may be agreed between the Parties but will always require validation by Everlearn-PrepMyFuture. The Client is nevertheless informed that, in all cases, hours not used will not be made up.

5.2 Termination

In the event of a serious and repeated breach by either Party of any of its obligations, the other Party may terminate the Services after formal notice sent by registered letter with acknowledgment of receipt has remained without effect for thirty (30) days.

Amounts due for Services actually performed up to the effective date of termination shall remain payable to and acquired by Everlearn-PrepMyFuture and/or any entity of the Learnation group and shall not, where applicable, be subject to any refund, without prejudice to any damages.

If termination occurs following a breach by the Client, the Client shall be liable for all amounts due under the Agreement, without prejudice to any damages, even if the Services have not been performed.

In the event of termination for any reason other than the one mentioned above, the Parties agree that any early termination shall not result in any refund of (i) amounts already paid by the Client, (ii) any Course Credit already reserved by the Client, even if it has not been used by the Client, without prejudice to any damages that the injured party may claim.

ARTICLE 6 - OBLIGATIONS OF THE PARTIES

6.1 Obligations of EVERLEARN-PREPMYFUTURE and/or any entity of the Learnation group

Everlearn-PrepMyFuture undertakes to:

  • Provide the Client with the Services as described in the Agreement.
  • Comply with the professional standards applicable to its business and with the laws and regulations in force, particularly the rules applicable to the processing of personal data.
  • Ensure the confidentiality and security of the information disclosed under the Agreement, including the Client's personal data, in accordance with the terms of the Agreement and its Appendix "Personal Data Protection."

Guarantee the Platform's compliance with the following security standards:

  • Everlearn-PrepMyFuture provides data hosting through its service providers, as well as maintenance and security for the Platform.
  • Everlearn-PrepMyFuture performs recurring backups of information, databases, and software. It conducts restoration tests at least once a year to ensure the reliability of the backups performed.
  • The Platform is accessible to the Client and/or Learners 24 hours a day, 7 days a week, with a target availability rate of 99.9%.
  • Everlearn-PrepMyFuture and/or any entity of the Learnation group is solely responsible for the corrective and evolutionary maintenance of the Platform.
  • Everlearn-PrepMyFuture and/or any entity of the Learnation group reserves the right to regularly develop the Platform in terms of its content, design, or features, which the Client expressly accepts.
  • Everlearn-PrepMyFuture and/or any entity of the Learnation group will inform its Clients in advance of major developments that will be made available.

6.2 Client's Obligations

The Client undertakes to:

  • Provide complete and accurate information and documents within the required timeframes.
  • Appoint a representative vested with decision-making authority and ensure that the key contacts and the representative are available throughout the performance of the Agreement.
  • Notify its Everlearn-PrepMyFuture sales contact by email of any potential difficulty relating to the performance of the Services.
  • Interact respectfully and considerately, both for itself and its Learners, and in particular not misappropriate or steal know-how or documents belonging to another user of the Platform and/or Everlearn-PrepMyFuture.
  • Comply with the obligations incumbent upon it under the provisions of the Agreement, both for itself and its Learners and/or collaborators.
  • Ensure that the Learners comply with the Internal Rules and the Platform's General Terms of Use.
  • Inform Everlearn-PrepMyFuture by detailed and comprehensive email to its sales contact in the event of any change concerning the Learners (departure, sick leave, etc.).

ARTICLE 7 - INTELLECTUAL PROPERTY

7.1 Ownership of the Platform provided and offered by an entity of the Learnation group

Everlearn-PrepMyFuture and/or any entity of the Learnation group is and remains the holder of the intellectual property rights to the Platform; the Agreement does not entail any transfer of intellectual property rights for the benefit of the Client or its Learners and/or collaborators.

Under this Agreement, the Client is granted, on behalf of its Learners and/or its collaborators, a personal, non-exclusive, non-transferable right to use the features of the Platform covered by its Order, limited to the access period to the Platform covered by its Order, as specified in the Agreement.

In particular, the Client, its Learners and/or its collaborators are expressly prohibited from:

  • To carry out any form of reproduction or representation of the Platform or its documentation, or to alter or conceal in any way the trademarks, distinctive signs, or copyright notices affixed to the Platform;
  • To interfere with the Platform in any way or for any reason whatsoever, including to correct errors, as corrective and evolutionary maintenance is performed by Everlearn-PrepMyFuture;
  • To modify or attempt to circumvent any protection mechanism of the Platform.

7.2 Data Ownership

Everlearn-PrepMyFuture remains the owner of all data and information transmitted via its Platforms.

Any extraction or reuse, in whole or in part, of said databases and their contents is therefore prohibited without the prior express authorization of Everlearn-PrepMyFuture and/or any entity of the Learnation group.

The distinctive signs of Everlearn-PrepMyFuture and/or any entity of the Learnation group and its partners, such as domain names, trademarks, trade names, and logos appearing on the Platform covered by the Order, are protected by the French Intellectual Property Code. Any total or partial reproduction of these distinctive signs using elements of the Platform covered by the Order without the express authorization of Everlearn-PrepMyFuture and/or any entity of the Learnation group is therefore prohibited under the French Intellectual Property Code.

Any other use not expressly authorized in writing and in advance by Everlearn-PrepMyFuture and/or any entity of the Learnation group is prohibited and constitutes infringement.

7.3 Warranty against third-party claims

Everlearn-PrepMyFuture and/or any entity of the Learnation group warrants that it is the author and/or holder of the copyright in the Platform covered by the Order and/or that it holds the rights necessary to enter into this Agreement, and in particular to grant the Client a sublicensing right if it itself only holds a license right.

Everlearn-PrepMyFuture and/or any entity of the Learnation group warrants that the Client's use of the Platform covered by the Order, within the scope of and in compliance with this Agreement, does not in any way infringe third-party rights.

ARTICLE 8 - LIABILITY AND INSURANCE

8.1 Liability

Each Party is responsible for its actions and for any damage caused to the other Party or to third parties in connection with the performance of the Services.

Everlearn-PrepMyFuture and/or, respectively and independently, any entity of the Learnation group, without being jointly and severally liable, shall indemnify the Client for its respective part for all damages resulting from breaches directly and exclusively related to its part of the obligations incumbent upon it under this Agreement, excluding any indirect or intangible damages, such as, in particular, loss of profit, data, turnover, or any other financial or commercial loss.

The liability of Everlearn-PrepMyFuture and/or any entity of the Learnation group is subject to an obligation of means and may not exceed the amount invoiced over the previous twelve (12) months. This limitation shall not apply to bodily injury or gross or intentional misconduct.

The Client is solely responsible, in particular, for the use made by it, its employees, and its Learners of the Platform covered by the Order and of its Services.

8.2 Insurance

Each party declares that it has taken out a third-party liability insurance policy with a demonstrably solvent insurance company, covering the harmful consequences (bodily, material, and immaterial) of its acts and those of its employees and any subcontractors, caused to the other party or any third party in connection with the performance of this Contract.

Each Party undertakes to maintain these insurance policies throughout the duration of the Services.

ARTICLE 9 - FORCE MAJEURE

Everlearn-PrepMyFuture and/or any entity of the Learnation group shall not be liable for any delay or failure to perform its obligations under the Contract in the event of a force majeure event, as defined in Article 1218 of the French Civil Code. Force majeure means any external, unforeseeable, and irresistible event, including but not limited to natural disasters, pandemics, governmental acts, interruptions to Internet or telecommunications network services, cyberattacks, or any other situation making it impossible to perform the Services via the Platform.

In such a case, Everlearn-PrepMyFuture and/or any entity of the Learnation group undertakes to inform the Client as soon as possible and to take all reasonable measures to limit the impact of the event. If the impediment continues for more than thirty (30) days, each party may terminate the contract without compensation.

ARTICLE 10 - CONFIDENTIALITY

In connection herewith, each Party may be required to disclose confidential information to the other. Such information remains the property of the disclosing Party and grants no right of disposal to the receiving Party.

The receiving Party undertakes to:

  • to keep the information received strictly confidential and to access or use it only to the extent necessary for the performance hereof;
  • to preserve their security, integrity, and availability by any appropriate means;
  • not to copy, reproduce, or transmit them unless necessary for the performance of the contract and only to its employees directly involved, who are bound by the same confidentiality obligations;
  • to store them under appropriate security conditions, including in the event of electronic transmission;
  • promptly return or destroy, at the request of the Disclosing Party, all confidential information and copies thereof, regardless of their medium or form.

These obligations do not apply to information (i) already known to the receiving Party, (ii) that has entered the public domain through no fault of its own, (iii) lawfully obtained from a third party not bound by confidentiality, or (iv) independently developed by it, with supporting evidence.

Each Party shall promptly inform the other in the event of a data breach, attack, or security vulnerability affecting confidential information, specifying the corrective measures implemented.

This undertaking shall survive for two (2) years after the end of the Agreement, regardless of the reason for its termination.

ARTICLE 11 - PROTECTION OF PERSONAL DATA

In connection with their contractual relationship, the Parties undertake to comply with the obligations incumbent upon them regarding the processing of personal data, as arising in particular from European Union Regulation No. 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the free movement of such data (or “GDPR”), and Law No. 78-17 of 6 January 1978 relating to information technology, data files, and civil liberties, together with its implementing Decree No. 2019-536 of 29 May 2019.

Each Party is a Data Controller.

The Client is the “Data Controller” because it provides Everlearn-PrepMyFuture with:

  • a. the identifying information of the Learners and/or its employees;
  • b. information relating to the progress of the training.

In this capacity, Everlearn-PrepMyFuture acts as the Client's “Processor,” collecting the data and making it available to the Client in the “HR Reporting” area.

Everlearn-PrepMyFuture is the “Data Controller” because it determines the purposes, conditions, and means of processing personal data.

Everlearn-PrepMyFuture is responsible for the following tasks:

  • c. The definition of the means of collecting such data;
  • d. The definition of the purposes for which the personal data are to be processed;
  • e. The communication of data subjects' rights and the manner in which those rights may be exercised (Privacy Policy).

Each Party notably guarantees that:

  • All personal data that it may provide to the other Party under the Agreement have been collected in compliance with the obligations relating to the processing of personal data arising from the aforementioned regulations;
  • All personal data that it may receive from the other Party in connection with the Contract shall be processed in compliance with the obligations set out in the aforementioned applicable regulations, and the Parties' use of such data shall be limited to processing necessary for the performance of the services covered by this Contract;
  • The personal data entrusted by one Party to the other shall be subject to the strictest confidentiality and may not be disclosed even after the end of the Contract for any reason whatsoever;
  • The personal data processed shall be destroyed upon termination of the Contract in accordance with the aforementioned regulations;
  • The Parties have agreed to undertake to sign the personal data processing agreement set out in Appendix “Personal Data Protection”.

ARTICLE 12 - BUSINESS REFERENCES

The Client authorizes Everlearn-PrepMyFuture and/or any entity of the Learnation group to include the Client's name and/or logo on a list of business references, in particular on the website, and to present the Services provided to the Client, unless the Client expressly states otherwise.

ARTICLE 13 - APPLICABLE LAW AND COMPETENT COURTS

This Contract shall be governed by French law.

In the event of any disagreement or dispute relating to the interpretation, performance or termination of this Contract, the Parties agree to initiate mediation proceedings before referring the matter to the competent courts.

For this purpose, the more diligent Party shall notify the other Party, by registered letter with acknowledgment of receipt, of its intention to appoint an accredited mediator. The Parties undertake to jointly appoint a mediator within 15 days of receipt of this notification.

The mediation shall take place within a maximum period of 60 days from the appointment of the mediator, unless extended by agreement between the Parties. If no amicable agreement is reached at the end of this mediation period, or if the mediator cannot be appointed within the specified time limit, each Party shall regain the right to refer the matter to the competent courts.

It is expressly agreed that recourse to mediation is a mandatory prerequisite to bringing any legal action. Consequently, any legal action brought in breach of this clause may be declared inadmissible.

The mediation costs shall be shared equally between the Parties, unless otherwise agreed.

In the event of failure of the mediation procedure, the Parties expressly agree that the courts having jurisdiction to hear the dispute shall be the Paris Commercial Court.