CGV (Anglais) - 2026

GENERAL TERMS AND CONDITIONS OF SALE EVERLEARN-PREPMYFUTURE

Last updated on 05/01/2026

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Contents

DEFINITIONS

Learner: A natural person employed and/or designated by the Client to whom Services, subject of the Order, are provided.
Order: Refers to 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 shall be subject to the provisions of the initial Quotation and the relevant GTC.
General Terms and Conditions of Sale and/or GTC: The contractual provisions binding the Client to Everlearn-PrepMyFuture and/or any entity of the Learnation Group in connection with the Order, including its Appendices.
Special Terms and Conditions of Sale and/or STC: The provisions amending and/or specifying Services as well as certain adaptations required to these GTC.
Contract: All contractual documents relating to the purchase of Services through the signature of an Order, these GTC, the STC, any amendments thereto and, where applicable, the Training Agreement(s) submitted to the Client, notably via electronic signature platforms such as DocuSign.
Course Credit: Designates a type of "voucher" entitling the holder to a 30-minute remote one-to-one teaching session, unless otherwise specified.
Training Agreement: The supplementary contract in addition to the Contract where it is required by law and/or by Funding Bodies.
Digital Learning: A digital platform made available to Learners enabling them to autonomously acquire new language skills online.
Face-to-Face teaching session: Individual and/or group language training delivered remotely to Learners, unless otherwise specified.
Funding Body: Any organisation covering all or part of the funding for the training services instead 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 Everlearn-PrepMyFuture Services and/or the services of any entity of the Learnation Group.
Services: All training services to which the Client subscribes with Everlearn-PrepMyFuture and from which the Learners and/or the Client's staff benefit once the Order has been validated.
Internal Regulations: A document issued by Everlearn-PrepMyFuture defining the organisational procedures for remote training, the general and permanent operating rules of Everlearn-PrepMyFuture and/or any entity of the Learnation Group and their respective Platforms, as well as rules relating to discipline on and security of the relevant Platforms.

PREAMBLE

These GTC apply to any Order placed by the Client with Everlearn-PrepMyFuture and/or any entity of the Learnation Group. Any Order implies unreserved acceptance of the Order, the STC and these GTC, all of which together constitute 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 conditions.

It governs the relationship between the Client and EVERLEARN-PREPMYFUTURE , a limited liability company with share capital of €49,749, whose registered office is located at 32 rue de Ponthieu, 75008 Paris, France, registered with the Paris Trade and Companies Register under number 438 207 730 (hereinafter referred to as "EVERLEARN-PREPMYFUTURE").

Everlearn-PrepMyFuture is a company of the Learnation Group, specialising in further education in language skills, as well as skills reinforcement and advanced language skills development..

The Parties acknowledge that they have negotiated in good faith the terms and conditions of these GTC, which faithfully reflect their agreement.

In the event of any contradiction between one or more provisions contained in any of the documents, the order of precedence shall be as follows, in descending order: Quotation/Purchase Order, STC, GTC 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 the "Parties".

ARTICLE 1 - PURPOSE

The purpose of these GTC is to define the terms under which the Client wishes to benefit from Everlearn-Prep MyFuture'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 designated persons.

ARTICLE 2 - DESCRIPTION OF SERVICES

2.1 Provision of Services to the Client

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

The operating procedures and provision of Services accessible via the Platform are described in the "Description of Services", supplemented where applicable by specific terms that may be set out in the Order and/or the STC.

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

Failing activation within this period, the validity period of the licences shall commence automatically, including where the Learner has not effectively registered. In any event, licences shall expire and be automatically deactivated no later than fifteen (15) months after the date of signature of the Contract.

2.2 Provision of Services to the Learner

The operating rules of the Platform and the terms governing the delivery of 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 accepted these rules and undertakes to use their best endeavours to ensure compliance by their employees and/or Learners.

ARTICLE 3-CONTRACT

The Order shall be deemed firm and final upon signature of the Quotation/Purchase Order, which constitutes acceptance of the GTC and any applicable STC, as well as the Appendix entitled "Personal Data Protection". The Contract is thereby formed and shall bind the Parties in accordance with its terms.

The Client acknowledges that, prior to signing the Quotation/Purchase Order, they received sufficient information and advice from Everlearn-PrepMyFuture and/or any entity of the Learnation Group enabling them to ensure that the Services meet their needs.

Where Services are funded by a Funding Body, additional formalities (validation of CPF catalogue training, signature of a training agreement, etc.) may be required by such bodies and/or by applicable regulations. The Client shall be solely responsible for such formalities and, regardless of their outcome, they shall not affect the Parties' commitments under the Contract.

ARTICLE 4-PRICE AND PAYMENT TERMS

4.1 Pricing

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

4.2 Price Revision

The prices (excluding VAT) of all Services shall be revised annually as of right, without prior approval from the Client, on the anniversary date of the Contract's effective date, in proportion to the variation of 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 date of indexation, and SO is the latest revised SYNTEC index published on the effective date of the Contract.

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

Any tax withholding or deduction on payments due to Everlearn-PrepMyFuture (including withholding tax at source) shall be borne by the Client, which/who shall pay such additional amounts as necessary to ensure that Everlearn-PrepMy Future receives the agreed net amount, except for taxes due by Everlearn-PrepMyFuture on its income or profits.

4.3 Payment Terms

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

Any payment delay exceeding 30 days may give rise to late payment interest at three times the statutory interest rate, without the need for formal notice to the client.

A fixed compensation of €40 per invoice shall be payable in the event of late payment.

No discount shall be granted for early payment.

4.4 Payment Subrogation

Where the Contract provides for payment subrogation by a Funding Body, the Client is responsible for completing the necessary formalities prior to the commencement of Services in order to obtain written confirmation of funding and the corresponding file reference number.

Failure by the Funding Body to provide funding shall not constitute grounds for termination of the Contract by the Client, who shall remain fully liable for payment of the sums due. Le Client fera son affaire personnelle d'une éventuelle régularisation auprès de son Organisme Financeur. The client will undertake full responsibility for any eventual regularisation on the part of any Funding Body.

In the event of partial funding by the Funding Body, the outstanding sums not covered by the Funding Body shall be payable by the Client and invoiced by Everlearn-PrepMy Future and/or any entity of the Learnation group at the end date of Services as provided for in the Contract and/or Training Agreement.

Any hour/course credit ordered by the Client but not used shall remain payable.

ARTICLE 5-TERM AND TERMINATION

5.1 Term

The term of the Contract is specified in the Order; however, certain Services may have a shorter or different duration from that of the Contract.

Given the range of Services offered by Everlearn-PrepMyFuture and/or any entity of the Learnation Group, where the validity periods of the Services are not specified in the Order, the Client shall consider such Services to have a duration equivalent to that of the Contract.

The Contract shall be automatically renewed for successive annual periods unless terminated by the Client upon expiry of the Contract term, except for the following one-off Services:

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

For these Services, the validity period shall be specified in the corresponding Order and/or in the Description of Services.

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

Accordingly, any individual Course Credit not taken and/or reserved but not completed before the end of the twelve-month period shall neither be carried forward nor refunded, even if the Service has not been effectively undertaken by the Learner. The same shall apply in the event of termination of the Contract pursuant to Article 5.2 "Termination".

In the case of a multi-year Contract, adjustments may be agreed between the Parties at the Client's expense but shall always require validation by Everlearn-PrepMy Future. The Client is nevertheless informed that, in all cases, unused hours shall not be recoverable.

5.2 Termination

In the event of a serious and repeated breach by one of the Parties of any of its obligations, the other Party may terminate the Services after formal notice sent by registered letter with recorded delivery, following a delay of thirty (30) days.

Sums due in respect of Services effectively performed up to the effective date of termination shall remain payable and retained 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.

Where termination occurs as a result of a breach by the Client, the Client shall remain liable for all sums due under the Contract, without prejudice to any damages, even if the Services have not been performed.

Where termination occurs for any reason other than that mentioned above, the Parties agree that any early termination shall not give rise to any refund of (i) sums already paid by the Client, or (ii) any Course Credits already reserved, even if not used by the Client, without prejudice to any damages that the aggrieved 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:

  • Deliver Services to the Client as described in the Contract.
  • Comply with the professional standards applicable to its activity, and with the laws and regulations in force, in particular those relating to the processing of personal data.
  • Ensure the confidentiality and security of information communicated in the context of the Contract, including the Client's personal data, in accordance with the terms of the Contract and its Appendix "Personal Data Protection".

Ensure that the Platform complies with the following security standards:

  • Everlearn-Prep My Future provides data hosting through its service providers, as well as the maintenance and security of the Platform.
  • Everlearn-PrepMyFuture performs regular back-ups of information, databases and software. Restoration tests are carried out at least once per year to ensure the reliability of such back-ups.
  • 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-Prep MyFuture and/or any entity of the Learnation Group is solely responsible for corrective and evolutionary maintenance of the Platform.
  • Everlearn-PrepMyFuture and/or any entity of the Learnation Group reserves the right to regularly develop and update the Platform, both in terms of content, and in design and functionality, which the Client expressly accepts. Everlearn-PrepMy Future and/or any entity of the Learnation Group shall inform its Clients in advance of any major developments to be implemented.

6.2 Obligations of the Client

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 key contacts and the representative remain available throughout the delivery of the Contract.
  • Notify their Everlearn-PrepMy Future sales contact by email of any potential difficulty relating to the delivery of Services.
  • Interact with respect and consideration, both personally and through theirLearners, and in particular refrain from misappropriating or diverting know-how or documents belonging to another user of the Platform and/or to Everlearn-PrepMyFuture.
  • Comply with theirobligations under the Contract, both for itself and for theirLearners and/or employees.
  • Ensure that Learners comply with the Internal Regulations and the Platform's General Terms of Use.
  • Inform Everlearn-PrepMy Future of any change relating to Learners (departure, sick leave, etc.) by detailed email to their sales contact.

ARTICLE 7-INTELLECTUAL PROPERTY

7.1 Ownership of the relevant Platform provided by a Learnation Group entity

Everlearn-PrepMyFuture and/or any entity of the Learnation Group shall remain the sole holder of the intellectual property rights relating to the Platform; the Contract does not entail any transfer of intellectual property rights to the Client or to theirLearners and/or employees.

Under the present Contract, the Client is granted, for the benefit of their Learners and/or employees, a personal, non-exclusive, non-transferable right to use the functionalities of the relevant Platform within the scope of their Order, limited to the duration of access specified in the Contract.

It is strictly prohibited for the Client, their Learners and/or employees:

  • To reproduce or represent the Platform or its documentation in any form, or to alter or conceal in any way the trademarks, distinctive signs or copyright notices affixed to the Platform;
  • To intervene in the Platform in any way or for any reason whatsoever, including to correct errors, as corrective and evolutionary maintenance is carried out by Everlearn-PrepMyFuture;
  • To modify or attempt to circumvent any protective equipment of the Platform.

7.2 Ownership of Data

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

Any extraction or reuse, whether in whole or in part, of said databases and their content is prohibited without the prior express authorisation 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 displayed on the relevant Platform, are protected under intellectual property law. Any total or partial reproduction of such distinctive signs from elements of the Platform without express authorisation from Everlearn-Prep MyFuture and/or any entity of the Learnation group is therefore prohibited under intellectual property law.

Any other use not expressly authorised in writing in advance by Everlearn-PrepMyFuture and/or any entity of the Learnation Group is prohibited and constitutes an 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 copyright holder of the Platform and/or holds the necessary rights to enter into the present Contract, including the right to grant the Client a sub-licence where it itself holds only a licence.

Everlearn-PrepMyFuture and/or any entity of the Learnation Group warrants that the Client's use of the Platform in accordance with the Contract shall not infringe any third-party rights.

ARTICLE 8- LIABILITY AND INSURANCE

8.1 Liability

Each Party shall be responsible for its acts and for any damage caused to the other Party or to third parties in connection with the delivery of Services.

Everlearn-PrepMyFuture and/or any entity of the Learnation Group, acting severally and not jointly, shall indemnify the Client for any damage resulting directly and exclusively from its own breach of its obligations under these GTC, excluding any indirect or consequential loss, such as loss of profit, loss of data, loss of turnover, or any other financial or commercial loss.

The liability of Everlearn-PrepMyFuture and/or any entity of the Learnation Group is subject to a best endeavours obligation and shall not exceed the amount invoiced over the previous twelve (12) months. This limitation shall not apply to personal injury or to gross negligence or wilful misconduct.

The Client shall be solely responsible, in particular, for their own use, and that of their employees and Learners, of the Platform and Services.

8.2 Insurance

Each Party declares that it has taken out a civil liability insurance policy with a solvent insurance company to cover the harmful consequences (bodily injury, material and immaterial damage) of its acts and those of its employees and subcontractors, caused to the other Party or to any third party in connection with the delivery of the Contract.

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

ARTICLE 9-FORCE MAJEURE

Everlearn-PrepMyFuture and/or any entity of the Learnation Group shall not be held liable for any delay in or failure to perform its obligations under the Contract where such delay or failure results from an event of force majeure, as defined in Article 1218 of the French Civil Code. Force majeure shall mean any external, unforeseen and uncontrollable event, including but not limited to: natural disasters, pandemics, governmental acts, Internet or telecommunications networks service interruptions, cyberattacks, or any other circumstance rendering delivery of Services via the Platform impossible.

In such circumstances, 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 persists for more than thirty (30) days, either Party shall be entitled to terminate the Contract without compensation.

ARTICLE 10-CONFIDENTIALITY

In the context of this Contract, each Party may be required to disclose confidential information to the other Party. Such information shall remain the property of the disclosing Party and shall confer no right of disposal upon the receiving Party.

The receiving Party undertakes to:

  • Keep the information received strictly confidential and access or use it only to the extent necessary for the of the Contract;
  • Ensure its security, integrity and availability by all appropriate means;
  • Not copy, reproduce or transfer it except where necessary for the delivery of the Contract and solely to employees directly involved, who shall be bound by the same confidentiality obligations;
  • Store it under appropriate security conditions, including in the case of electronic transfer;
  • Return or destroy without delay, at the request of the disclosing Party, any confidential information and its copies, regardless of their medium or form.

These obligations shall not apply to information which: (i) was already known to the receiving Party; (ii) has entered the public domain without fault on the part of the receiving Party; (iii) was lawfully obtained from a third party not bound by confidentiality; or (iv) can be proved to have been independently developed by the receiving Party.

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

This confidentiality undertaking shall survive for two (2) years following termination of the Contract, for any reason whatsoever.

ARTICLE 11 PROTECTION OF PERSONAL DATA

Within the framework of their contractual relationship, the Parties undertake to comply with their respective obligations relating to the processing of personal data, as resulting in particular from Regulation (EU) No. 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR"), and from French Law No. 78-17 of 6 January 1978 on data processing, data files and individual liberties, as amended, and its implementing Decree No. 2019-536 of 29 May 2019.

Each Party acts as a Data Controller.

The Client acts as Data Controller insofar as they provide Everlearn-PrepMyFuture with:

  • a. The identification details of the Learners and/or their employees;
  • b. Information relating to the progress of the training.

In this respect, Everlearn-PrepMyFuture acts as a Data Processor on behalf of the Client, by collecting the data and making it available to the Client within the "HR Reporting" area.

Everlearn-PrepMyFuture acts as Data Controller insofar as it determines the purposes, conditions and means of processing personal data.

Everlearn-PrepMyFuture is responsible for the following:

  • a. Defining the means of data collection;
  • b. Defining the purposes for which personal data must be processed;
  • c. Communicating individuals' rights and the way in which such rights may be exercised (Privacy Policy).

Each Party warrants in particular that:

  • All personal data it may provide to the other Party under the Contract have been collected in compliance with the applicable personal data protection regulations referred to above;
  • All personal data it may receive from the other Party under the Contract shall be processed in compliance with the applicable regulations referred to above, and that use of such data shall be limited to such processing as is strictly necessary for the delivery of Services under the Contract.
  • Personal data entrusted by one Party to the other shall be subject to the strictest confidentiality and shall not be disclosed, even after termination of the Contract for any reason whatsoever.
  • Personal data processed shall be destroyed at the end of the Contract in accordance with the applicable regulations.
  • The Parties agree to sign the personal data processing agreement attached as the Appendix "Personal Data Protection".

ARTICLE 12-COMMERCIAL REFERENCES

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

ARTICLE 13 GOVERNING LAW AND JURISDICTION

This Contract shall be governed by French law.

In the event of any dispute relating to the interpretation, delivery or termination of the Contract, the Parties agree to submit the matter to mediation prior to bringing proceedings before the competent courts.

For this purpose, the Party taking the initiative shall notify the other Party, by registered letter with recorded delivery, of its intention to refer the matter to an accredited mediator. The Parties undertake to appoint a mediator by mutual agreement within fifteen (15) days of receipt of such notification.

The mediation shall take place within a maximum period of sixty (60) days from the appointment of the mediator, unless extended by agreement between the Parties. Failing amicable settlement within this period, or in the event of failure to appoint a mediator within the prescribed time limit, either Party shall regain the right to refer the matter to the competent courts.

It is expressly agreed that recourse to mediation constitutes a mandatory condition precedent to the initiation of any legal proceedings. Accordingly, any legal action brought in breach of this clause may be declared inadmissible.

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

In the event of failure of the mediation procedure, the Parties expressly agree that jurisdiction shall lie exclusively with the Commercial Courts of Paris.