General Terms and Conditions

1.1. These General Terms and Conditions (hereinafter the "GTC") set out the conditions for the sale of the Solution (as defined in Article 2.7) by Compleducation, a simplified joint-stock company registered in the Évry commercial register under number 938624947 with a share capital of €1,000 (hereinafter "Compleducation") to its clients (companies, educational institutions, training organisations, etc.) (the "Client").

1.2. The GTC constitute the contract governing the sale of the Solution to the Client by Compleducation (the "Contract").

1.3. These GTC have been communicated and made available to the Client in accordance with Article L. 441-1 of the French Commercial Code. Any order for the Solution placed by the Client with Compleducation implies the Client's unconditional acceptance of the Contract.

2.1. "Quote" means the quote provided to the Client by Compleducation.

2.2. "Personal Data" means data that, pursuant to the General Data Protection Regulation applicable from 24 May 2016, directly or indirectly identifies or enables the identification of an identified or identifiable natural person.

2.3. "Intellectual Property Rights" means (i) all intellectual property rights, of whatever nature and form, which may exist or benefit from protection worldwide, including works of the mind, copyright and related rights, designs, software and source code, trademarks, trade names and logos, domain names and other distinctive signs, databases, inventions, patents and know-how, whether or not they are or may be registered, as well as updates, improvements, modifications, configurations, extensions and derivative works of all or part of these elements, and (ii) personality rights, the right to respect for private life, and image rights.

2.4. "Confidential Information" means all information disclosed or provided by one party to the other party under this Contract, including but not limited to information relating to the disclosing party's data and results, products, inventions, copyrighted works, trade secrets, processes, designs, formulas, patents, patent applications and licences; business, marketing, sales, strategies, programmes and results, including costs and prices, suppliers, manufacturers, customers, market data, personnel and any other confidential or proprietary information related to the performance of its obligations under the Contract. In addition, the pre-existing Intellectual Property Rights of each party are considered Confidential Information.

2.5. "Applicable Laws" means all laws, regulations, policies, ethical rules, codes, guidelines and all other applicable rules in force at the time the Client accesses and uses the Solution, as may be updated from time to time, including, without limitation, EU General Data Protection Regulation 2016/679 of 27 April 2016 ("GDPR"), and the provisions of the French Commercial Code.

2.6. "Price" is defined in Article 5.

2.7. "Solution" means the Complement platform, which constitutes an authoring tool and a Learning Management System ("LMS") based on Artificial Intelligence ("AI") avatars. It enables in particular:

• the creation, editing and distribution of interactive e-learning modules featuring AI avatars,
• the integration of educational content (presentations, texts, quizzes),
• the monitoring and analysis of learner performance through dedicated dashboards.

Additional services may also be offered, such as support services, specific integrations or any other service provided on a quote basis.

3.1. Free trial offer

Compleducation offers two free trial options, at the Client's choice:

(a) Self-serve trial. Any new Client may create an account directly online and benefit from a free trial lasting seven (7) days, including:

• one (1) designer seat;
• up to five (5) learners;
• five (5) hours of cumulative use of the Solution.

All features of the Solution are available during this period. No bank details are required to sign up. At the end of the seven (7) days, or as soon as one of the above limits is reached, access to the Solution is suspended unless the Client subscribes to a paid offering.

(b) Guided trial. A Client who contacts Compleducation's sales team may benefit from a guided process including a demonstration of the Solution, an onboarding workshop, and a test period whose duration and scope are agreed between the Parties, prior to any commitment.

In both cases, at the end of the trial the Client may choose to subscribe to a paid offering. If the Client does not continue, their data may be deleted upon request, in accordance with the GDPR.

3.2. Custom quote-based offer

Compleducation offers its Clients customised solutions addressing specific needs, in particular for technical integrations such as Single Sign-On (SSO), integration with a third-party LMS, or integration with an intranet.

• These offerings are subject to bespoke pricing defined in a Quote prepared by Compleducation and subject to the Client's prior written acceptance.
• Unused credits at the end of a usage period may be carried forward and used for other projects or modules, provided that the Contract remains in force.

The Client has access to a built-in usage dashboard in the Solution allowing them to monitor their usage in real time. Automatic alerts are sent by email when the 80% and then 100% usage thresholds are reached.

3.3. Purchase of credits via the Solution

In addition to or independently of the quote-based offer, Compleducation offers the Client the ability to purchase usage credits directly via the Solution.

• In this case, the Client subscribes and pays for the desired credits online, directly from their client space.
• An invoice is automatically generated at the time of the order, and can be downloaded by the Client from the Stripe interface.
• Credits purchased in this way are immediately available and usable in accordance with the terms of these GTC.

4.1. The Solution is made available to the Client as a Software as a Service (SaaS), accessible via a web browser, 24 hours a day, 7 days a week, subject to any scheduled interruptions for maintenance or updates. Where possible, such interruptions are notified to the Client in advance.

4.2. Data processed in connection with the use of the Solution is hosted within the European Union, on the Google Cloud Platform (GCP) infrastructure, mainly in Paris, in compliance with GDPR requirements. The AI models used by the Solution are run on Microsoft's Azure infrastructure, within the European Union, mainly in Sweden and Belgium, depending on load and availability constraints.

4.3. Compleducation uses all reasonable endeavours to ensure continuous and secure access to the Solution. However, Compleducation shall not be liable for any interruption, slowdown or unavailability of the Solution resulting from:

• a force majeure event, as defined in Article 13 "Force Majeure" of these GTC;
• a failure of the Client's internet connection or their internet service provider;
• a malfunction related to the Client's internal IT infrastructure or equipment.

5.1. The sale price of the Solution (the "Price") is the price in force on the date the order is placed, as defined in the Quote signed by the Client (the "Quote").

5.2. The Price is expressed in euros excluding tax (excl. VAT), inclusive of Solution installation and Client training fees. It is stated excluding VAT and will be increased by VAT at the rate applicable on the date of the order.

6.1. Unless otherwise expressly agreed between the Parties, payment for orders shall be made by the Client by credit card via a secure payment system, by bank transfer, or by any other means of payment expressly accepted by Compleducation.

6.2. For customised offerings covered by a Quote accepted by the Client, the applicable financial terms are as follows:

• Deposit: a deposit of fifty percent (50%) of the Price is due upon signing the Contract;
• Balance: the remaining fifty percent (50%) of the Price is due following the effective completion by Compleducation of the services agreed in the Quote (such as support days, added credits, completed integrations);
• Payment deadline: invoices are payable within thirty (30) days of receipt of the invoice.

For credits purchased directly via the Solution, payment is due immediately at the time of order. Payment is a prerequisite for the provision of credits, and an invoice is automatically generated and sent to the Client electronically.

6.3. In the event of late payment, Compleducation may suspend the Client's access to the Solution, without prejudice to any other course of action, and the Client shall pay Compleducation a late payment penalty equal to three (3) times the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, applicable on the date the Solution is made available.

6.4. In addition to late payment penalties, the Client shall automatically owe Compleducation a flat-rate recovery fee of forty (40) euros per invoice, pursuant to Article D. 441-5 of the French Commercial Code.

6.5. In the absence of any payment of the Price at its due date, Compleducation may suspend the Client's access to the Solution and terminate the Contract as of right ten (10) days after a formal notice has remained without effect, without prejudice to any damages that Compleducation may claim.

7.1. The Client is solely responsible for the choice of the Solution to achieve the desired results and acknowledges that it has not been developed to meet their specific needs.

7.2. Except as expressly provided in this Article, Compleducation gives no other warranty, express or implied, including as to the quality, fitness for a particular purpose or performance of the Solution. It shall not be held liable in the event of unauthorised use, transfer or distribution of the Solution by the Client.

8.1. The Client undertakes to indemnify, hold harmless and defend Compleducation, as well as its directors, employees, representatives and agents, against any claim, action, demand, loss, damage, liability, cost or expense (including reasonable legal fees) arising from or related to:

• a breach by the Client of any provision of this Contract;
• an act of negligence, recklessness or wilful misconduct by the Client, its employees or subcontractors;
• a violation of any applicable law or regulation by the Client.

8.2. Subject to mandatory legal provisions, Compleducation shall under no circumstances be liable for: any loss of profits, revenue, business or sales; any business interruption; any loss of anticipated savings; any loss of business opportunity, customer base or damage to reputation; any indirect or consequential damage, cost or expense of any nature whatsoever, including additional financing costs, arising from or related to the unavailability or malfunction of the Solution.

8.3. Compleducation shall not be liable for any loss or damage caused by a virus, denial-of-service attack or any other technological incident that may affect the Client's equipment, software, data or other elements, except in the case of a proven breach of its contractual obligations.

8.4. Subject to mandatory legal provisions, Compleducation's total cumulative liability, for all causes combined (contractual, tort or otherwise), is strictly limited to the total amount paid by the Client under the Contract during the twelve (12) months preceding the occurrence of the event giving rise to liability.

9.1. The Client undertakes to only provide, integrate, distribute or make available on the Solution educational content, documents, data, files, materials or information for which they hold all rights necessary for their use, reproduction, representation and distribution.

The Client warrants to Compleducation that they hold all the rights, licences, authorisations and consents required to use such content within the Solution. Consequently, the Client indemnifies Compleducation against any claim, action, recourse or judgment brought by a third party based on the use, reproduction or distribution of content provided by the Client in violation of that third party's intellectual property rights.

9.2. The Client undertakes to use the Solution exclusively in the context of their educational and professional activities, in accordance with its purpose as defined in this Contract.

The Client undertakes in particular not to:

• use the Solution for illegal, fraudulent, defamatory purposes or for purposes that infringe the rights of third parties;
• introduce, distribute or transmit unlawful, defamatory, abusive, discriminatory, hateful, violent, obscene content or content contrary to public order;
• collect, attempt to obtain or exploit Personal Data without authorisation;
• infringe the Intellectual Property Rights of Compleducation or any third party;
• use the Solution to send spam, carry out phishing, scraping or any other fraudulent, malicious or harmful activity;
• use the Solution for obscene, immoral purposes or purposes contrary to its educational and professional nature;
• interfere with technical systems, circumvent or disable security measures put in place by Compleducation;
• attempt to gain unauthorised access to the Solution, its systems, its data, or those of other users, in particular through intrusion, circumvention of protections, vulnerability testing or any equivalent technique.

9.3. In the event of a breach of any of the obligations defined in this Article 9, Compleducation reserves the right to suspend the Client's access to the Solution without notice and/or to terminate the Contract, without prejudice to any damages it may be entitled to claim.

10.1. Compleducation's rights

Compleducation remains the sole owner of all Intellectual Property Rights relating to the Solution, including in particular its technology, code, functionalities, avatars, AI tools, databases, documentation and all other elements comprising it.

Access to the Solution does not entail any transfer of Intellectual Property Rights to the Client. The Client is only granted a personal, non-exclusive and non-transferable right of use for the duration of the Contract.

The Client undertakes not to reproduce, modify, distribute, extract or reuse all or part of the Solution without Compleducation's prior written consent.

10.2. Client's rights

Educational content imported or created by the Client via the Solution (documents, courses, quizzes, videos, etc.) remains their exclusive property.

The Client warrants that they hold all the necessary rights to such content and grants Compleducation a limited, non-exclusive and free licence to host and process it solely for the purpose of providing the Solution.

11.1. Except to the extent expressly authorised by this Contract or by the disclosing party in writing, or required by Applicable Laws, during the term of the Contract and for ten (10) years from its expiry or termination, the receiving party shall maintain the confidentiality of the Confidential Information and shall not disclose it to any third party or use it for any purpose other than those contemplated by this Contract.

11.2. The receiving party may only use the Confidential Information to the extent necessary to fulfil its obligations under the Contract and may not use it for any other purpose. The receiving party shall disclose the Confidential Information only to personnel who need it to perform the Contract and who are subject to written confidentiality obligations at least as strict as those set out herein.

11.3. The confidentiality obligations set out in Article 11 do not apply to the specific part of the information disclosed which the receiving party can demonstrate, by sufficient written evidence:

• is or falls into the public domain through no fault of the receiving party;
• has been provided to the receiving party by a third party legitimately in possession of such information and not bound by a duty of confidentiality towards the disclosing party, as evidenced by the receiving party's written records contemporaneous with such third-party disclosure;
• was already known to the receiving party at the time it received such Confidential Information, as evidenced by the receiving party's prior written records; or
• has been independently developed by the receiving party without access to the Confidential Information, as shown by the receiving party's written records existing at the time of disclosure.

11.4. Notwithstanding the foregoing provisions of this Article 11, the receiving party may disclose certain Confidential Information to the extent that such disclosure is required by Applicable Laws or by a valid order of a court or other competent governmental body, provided that the receiving party gives the disclosing party reasonable prior written notice of such disclosure and reasonable assistance in obtaining a protective order or confidential treatment preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the Applicable Laws require it or for which the order was issued.

11.5. Upon termination or expiry of the Contract, or upon written request from the disclosing party, the receiving party shall promptly return or destroy all documents, notes and other tangible materials representing Confidential Information, as well as all copies thereof; provided, however, that the receiving party may retain a single archival copy of the Confidential Information for the sole purpose of facilitating compliance with the surviving provisions of this Contract.

In the context of the performance of the Contract, the parties shall comply with all Applicable Laws regarding personal data protection.

The Parties acknowledge that, in the context of use of the Solution:

• the Client acts as data controller within the meaning of the GDPR, determining the purposes and means of processing Personal Data;
• Compleducation acts as data processor, processing Personal Data on behalf of the Client, in accordance with its documented instructions and exclusively within the framework of providing the Solution.

In this capacity, Compleducation undertakes in particular to:

• only process Personal Data on documented instructions from the Client;
• ensure that persons authorised to process Personal Data have committed to confidentiality or are under an appropriate statutory obligation of confidentiality;
• implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk;
• not engage sub-processors without first informing the Client and ensuring they provide sufficient guarantees;
• assist the Client, where possible, in enabling them to fulfil their own legal obligations, in particular regarding the exercise of data subjects' rights, the notification of personal data breaches and the carrying out of impact assessments;
• delete or return Personal Data upon expiry or termination of the Contract, in accordance with Article 14.

In addition, Compleducation may collect and process certain Personal Data relating to the Client (or its representatives) for the purposes of managing the business relationship, invoicing, contractual communications or technical support. For these specific processing operations, Compleducation acts as data controller and undertakes to comply with the resulting obligations.

Each user has the right of access, rectification, erasure, objection and restriction regarding their Personal Data, which they may exercise at any time by contacting Compleducation at: rgpd@complementlearning.ai.

Personal Data is hosted within the European Union. It is only transferred outside the European Economic Area in compliance with applicable legal requirements and with appropriate safeguards, in particular an adequacy decision of the European Commission or its standard contractual clauses.

In order to detect, diagnose and fix errors and malfunctions of the Solution, Compleducation uses the error-tracking tool Sentry, which collects technical data relating to the incidents encountered (error message and type, page or feature concerned, actions preceding the incident, browser, device and operating system type, technical user identifier).

In order to measure the use of the Solution and improve its usability, Compleducation uses the product analytics tool PostHog, which collects usage data (pages viewed, features used, journeys within the Solution, session duration and, where applicable, session recordings in which input fields are masked). These trackers are only set with the user's consent, under the conditions set out in the Solution's terms of use.

The providers of these two tools act as processors on behalf of Compleducation, on instruction and under a duty of confidentiality. The data they collect is hosted within the European Union.

Finally, a data anonymisation system is implemented in order to limit data retention over time:

• manually, at the request of the Client or the user, via the "Archive a user" feature;
• automatically, after a period of three (3) years of user inactivity.

Compleducation shall not be liable for any failure or delay in performing its obligations resulting from a force majeure event as defined in Article 1218 of the French Civil Code, i.e. an external, unforeseeable and irresistible event beyond its control.

The following are considered as such, without this list being exhaustive: natural disasters, strikes, pandemics, widespread network outages, large-scale cyber-attacks or governmental decisions (a "Force Majeure Event").

The performance of these GTC shall be suspended for the duration of the Force Majeure Event and Compleducation shall endeavour, to the extent possible, to bring the Force Majeure Event to an end or to find a solution enabling it to perform its contractual obligations despite the Force Majeure Event.

If the impediment is permanent, the Contract shall be terminated by operation of law, without compensation, by either party.

14.1. The Contract takes effect on the earliest of the following three dates: (i) the date on which a self-serve account is created on the Solution, which entails acceptance of these GTC, (ii) the date of formal acceptance of these GTC when purchasing credits via the Solution, or (iii) the date of signing of the Quote. In the absence of termination, the GTC remain applicable for the entire duration of the Client's use of the Solution.

14.2. Tacit renewal. Unless otherwise stipulated in the Quote, upon expiry of its initial term and any renewal period, the Contract shall be tacitly renewed for an identical period. The Client may object to this renewal by notifying their intention to terminate to Compleducation by registered letter with acknowledgement of receipt or by email with acknowledgement of receipt, at least one (1) month before the expiry date of the Contract or the current renewal period.

14.3. Termination by the Client.

• Subscriptions taken out online (designer licences and learner licences paid for in the Solution): they are monthly and without commitment. The Client may cancel them at any time from their customer area, without notice. Cancellation takes effect at the end of the current monthly period, which has already been paid, remains due and is not refunded; access to the Solution is maintained until that date.
• Quote-based offers: unless otherwise stipulated in the Quote, they are entered into for an initial term of one (1) year and renewed under the conditions of Article 14.2. The Client may terminate their access to the Solution at any time, subject to one (1) month's notice notified by registered letter with acknowledgement of receipt or by email with acknowledgement of receipt addressed to Compleducation. The Client remains liable for the Price owed under the Contract up to the effective date of such termination.

14.4. In the event of a breach by the Client of any of the obligations described in these GTC or in the applicable legislation and/or regulations, Compleducation may either:

• notify the Client of the breach and invite them to remedy it as soon as possible. If not remedied, the Contract may be terminated as of right within a maximum period of fifteen (15) days following this notification, without compensation to the Client;
• terminate the Contract without notice, without prior formal notice and without compensation where the breach is particularly serious.

Particularly serious breaches include, without limitation:

• failure to comply with any applicable legal or regulatory provision;
• any abusive, unfair, frivolous or fraudulent use of the Solution.

If any provision of these GTC is found to be unlawful, invalid or unenforceable, that provision may nevertheless be applied to the fullest extent permitted by law, and the unenforceable part shall be deemed severed from these GTC without affecting the validity and enforceability of the remaining provisions.

These GTC are governed by French law.

In the event of a dispute, the parties irrevocably submit to the exclusive jurisdiction of the Paris Commercial Court.

The Client may consult the most recent version of the GTC at any time. Compleducation is entitled, at its sole discretion, to update, modify or replace any part of these GTC at any time. Any changes will be notified to the Client by email or via the Platform, at least thirty (30) days before they come into effect.

The Client is invited to review the new GTC during this period. Continued use of the Solution after the expiry of this period constitutes full and unconditional acceptance of the new GTC.