1.DEFINITIONS

“ISOGRAD” is a company specialized in the assessment and certification of IT competencies (desktop application software, programming languages, etc.). ISOGRAD has developed a series of software applications (hereinafter the “Software”) serving to reflect in a rating the applicant’s ability to use a software application (e.g. Excel, PowerPoint, Word, etc.) or the applicant’s programming capabilities (e.g. PHP, Java, .Net, etc.).

The “Platform” means the assessment platform accessible under the SaaS mode at: www.isograd.com or at the address towards which calls to the said page are redirected (the “Website”) allowing for the use of the Software.
“Credits” means the assessment or certification credits giving a right to access the Platform and a right to the ancillary services, as described below (including any “Multi-credits”, each giving to a specifically identified individual a right to access several times the Platform for assessment or certification purposes).

“Client” means any legal person ordering, as part of its business activity, Credits with a view to the completion of Tosa® assessment and certification tests on the Platform by the candidates presented by the Client.

“Standard Terms” means these Standard Terms, which may be amended at any time by ISOGRAD. The Client is responsible for perusing and formally accepting the Standard Terms prior to placing any order.

The Standard Terms set out the terms under which Credits are to be ordered and all terms governing access to the Platform.

The contractual documents binding on ISOGRAD and the Client are these Standard Terms, and, where applicable, the “Tosa® Approved Center” agreement and the form for Tosa® certification purposes (the “Approved Test Center Agreement”). By accepting these Standard Terms, the Client acknowledges that it is acting in pursuit of its business activity.

2. ORDERING CREDITS

How to order credits?
Assessment credits may be ordered from ISOGRAD on the Website or directly by telephone at +33 (0)1 42 66 28 88. Any order for certification credits is subject to the execution of an Approved Test Center Agreement. Kindly contact us by email (contact@isograd.com) or by telephone at +33 (0)1 42 66 28 88 in order to be informed of the approval terms and conditions.
Procedure for ordering credits:
The Client must be identified in a unique manner on the Website by means of its user identification code (login) and password. The set comprised of the “login” and “password” is hereinafter referred to as the “Access Codes”.
The Client agrees to fill in, on the on-line interface (the “Account”), all information required to place an order for Credits.
Any new order for Credits shall be conditional on full payment by the Client of any amounts due in relation to its previous order.
By validating the on-line order, the Client represents that it properly controls and understands the English language, that it has reviewed these Standard Terms, and has fully accepted the same, without any reservation.
The Client agrees to be fully responsible for the use of its Access Codes and therefore for any orders placed by using the same.
The orders transmitted to ISOGRAD imply acceptance of the ISOGRAD offer and are irrevocably binding on the Client and ISOGRAD.
However, in case of distance subscription, the Client may, within seven (7) clear days from acceptance of the offer, withdraw by sending a registered mail return receipt requested to ISOGRAD, Service Commercial, 35 rue des Jeûneurs 75002 Paris, France, unless the Client waives its withdrawal right within seven (7) days.

3. FINANCIAL TERMS

Prices ISOGRAD proposes a pricing scheme in the form of Credits, with three types of Credits:
o Tosa assessment credits. A credit corresponds to an assessment test related to a given subject matter in a given language. The Client or the candidate presented by the Client may freely use its credits in respect of all of the tests available on the Platform.
o Tosa certification credits. A credit corresponds to a certification exam related to a given subject matter and language. The Client or the candidate presented by the Client may freely use its credits in respect of all of the certification exams available on the Platform.
o The Cléa assessment credits. A credit corresponds to an assessment procedure undergone in respect of one Cléa domain. The Client or the candidate presented by the Client may freely use its credits in respect of all of the Cléa assessments available on the Platform.
Unless specific prices are agreed on in the Approved Test Center Agreement, the prices of any assessment credits, certification credits and incidental services are stated in the pricing brochure available upon request. Should the Client order Credits directly from the Website, prices shall be communicated to the Client upon placement of the order.

Invoicing and payment Orders for credits are accepted against payment of an all-in price, depending on the number of assessment and/or certification credits requested by the Client. Such price does not include any VAT, and any and all taxes and duties applicable upon the invoicing date are to be added thereto.
Each invoice, issued on the date of the order, must be settled cash by the Client upon receipt of the invoice and without any discount. Should the Client order Credits directly from the Website, payments shall be made by bank card or PayPal® upon acceptance of the order.
When ordering, the Client expressly authorizes ISOGRAD to issue to the Client an invoice in electronic form and on a durable medium.
Pursuant to Article L.441-6 of the French Commercial Code, any amount remaining unpaid on the agreed date shall automatically bear interest at a rate equal to three (3) times the statutory interest rate applicable during the half-year concerned, from the maturity date until full payment, plus any collection costs, or an all-in amount of forty euro (€ 40) for each invoice concerned. The interest for late payment and such all-in indemnity shall be paid spontaneously by the Client.
In addition, ISOGRAD reserves the right to suspend, at any time, as a matter of law and without any prior notice, the Account of any Client in the event of any payment default not cured within fifteen (15) calendar days from any formal notice sent by email to the address communicated by the Client upon login.

4. CLIENT’S OBLIGATIONS

The Client agrees to update and communicate to ISOGRAD its login information.

In any correspondence with ISOGRAD, the Client shall mention its client references (login and corporate name). ISOGRAD reserves the right not to handle incomplete requests.

5. INTELLECTUAL PROPERTY - SOFTWARE UTILISATION TERMS

Tosa® and ISOGRAD® are registered Community trademarks (the “Trademarks”). The Trademarks and all intellectual property rights attached to the Website, the Platform and the Software shall remain ISOGRAD’s exclusive property.

By ordering Credits on the basis of these Standard Terms and for the term of use of the said credits, the Client may use the Website, the Platform and the Software only in response to its own requirements and in accordance with their intended use.

No order implies the grant to the Client of any other rights in or to the Trademarks, the Website, the Platform or the Software. In particular, but without limitation, the Client is not allowed to:
- copy, print, transfer, transmit or display all or part of the tests;
- market, in any form whatsoever, the assessments or certifications, save in accordance with the terms specifically provided for herein;
- sell, lease, sublicense or distribute the Software in any manner whatsoever;
- modify the Software and/or merge all or part of the Software with other IT programs;
- reproduce the tests with a view to their use, whether on its own behalf or on behalf of third parties;
- create derivative works based on the tests, the Website, the Platform or the Software;
- send electronic messages through the Platform or in relation to the tests (i) to individuals who have not expressly agreed to receive the said messages, or (ii) through bulk sending and/or to an abnormally large number of candidates, or (iii) where the subject matter of such messages is not related to the taking of a test.

The Software and the tests are to be treated by the Client as confidential information. The Client agrees at any time to treat such information as confidential in favor of ISOGRAD, not to use the same unless for the purposes contemplated herein and not to print, circulate or communicate the same in any manner whatsoever to any third party, for a term of ten (10) years from the date of the latest order for Credits or the date of the Approved Test Center Agreement’s expiration, howsoever caused, whichever is later.

It is expressly agreed that the Client shall refrain from correcting by itself any anomaly whatsoever, and that ISOGRAD alone reserves the said right. Should any anomaly occur in relation to the use of the Software, the Client shall report the same forthwith to ISOGRAD.

6. QUALITY OF SERVICE

ISOGRAD shall retain entire control as regards the use of any and all technical and human resources. ISOGRAD agrees that the Platform shall operate in accordance with the following characteristics: (i) access to the Platform shall be possible round the clock, seven days a week, subject to any interruptions necessary for the repair or technical maintenance of the equipment or Software; (ii) ISOGRAD shall set up the access controls necessary in order to ensure that any person accessing the Platform duly holds an access code; ISOGRAD shall make its best efforts with a view to securing the Platform; and (iii) ISOGRAD reserves the right to change its equipment or software environment.

ISOGRAD warrants only that the Software and the tests shall be in conformance with the functional and technical features included in the specifications indicated on the Website.

Tests may be modified at any time by ISOGRAD in order to improve their functioning. In case of material change affecting the functioning or characteristics of the tests, ISOGRAD shall take the necessary steps, free of charge, during the Platform’s entire utilization period, at the Client’s request, in order to seek to correct the anomalies reported by the Client. The Client shall submit to ISOGRAD a report documenting and clearly explaining the anomaly.

ISOGRAD reserves the right to use the most appropriate means in order to correct any anomalies.

ISOGRAD does not warrant that the Website, the Platform, the Software and the tests shall be free from any anomaly and that their functioning shall not be interrupted. ISOGRAD disclaims any liability in relation to any loss that might be suffered by the Client and/or its candidates because of any malfunction or service interruption on the Website, the Platform or the Software. In addition, should ISOGRAD be held liable, its indemnification obligation shall only cover direct, personal and indubitable losses, excluding in particular, but not limited to, any indirect loss, such as any financial or commercial loss, lost profits, business interruption or loss of data.

Consequently, the Customer is reminded that it is their responsibility to take all the necessary steps to establish the appropriate backup plans and to take all appropriate measures to minimize the harmful consequences related in particular to a possible interruption of operations or a possible loss of data on the Site, the Platform or the Software.

ISOGRAD may temporarily interrupt the access to all or part of the service in order to carry out upgrading, repair or maintenance operations. In case of total interruption of the service, ISOGRAD agrees to restore the service within no more than two (2) business days.

7. EFFECTIVE DATE

Commissioning lead time: From receipt of the payment corresponding to the order placed by the Client, ISOGRAD agrees to make the Client’s Platform available within three (3) business days and to activate the rights of use of the same in accordance with the types of Credits ordered by the Client.

Unless otherwise specified, Credits are valid for a period of twelve (12) months from the commissioning date. Credits unused at the end of the said period of twelve (12) months may be renewed for the same term if the Client places a new order for credits in an amount at least equal to 50% of the balance of unused credits.

8. SUSPENSION / TERMINATION

ISOGRAD may suspend, within fifteen (15) calendar days from sending, by any means, an unsuccessful formal notice, all or part of the access to the Website, the Platform or the Software, without being required to pay any indemnity, if the Client breaches its statutory or contractual obligations (e.g. misrepresentation, use of a false identity, non-payment of any invoice).

ISOGRAD reserves the right to immediately terminate the order(s) placed by the Client, by any means and without any indemnity, if the cause for such suspension has not disappeared within thirty (30) calendar days from the date of the aforementioned suspension. Such termination entails the loss of the Credits ordered by the Client without any reimbursement or indemnity of any nature whatsoever to the Client.

9. COMPLAINTS

Complaints may be sent by post by the Client to ISOGRAD, Service Commercial, 35 rue des Jeûneurs, 75002 Paris, France. ISOGRAD agrees to respond to any complaint or request for reimbursement within thirty (30) business days from receipt of such complaint or request.

10. DATA PROTECTION

The personal data included in the database are protected under Law No. 2004-801 of 6 August 2004 on the protection of individuals with regard to the processing of personal data (the so-called law Informatique et Liberté) as well as under the General Regulation on Data Protection (RGPD) n ° 2016-679 applicable as of May 25, 2018. In this context:

The Customer is responsible for processing and retains full control of its candidate database in the context of its use of the platform.

ISOGRAD SAS, as a subcontractor with the necessary skills and authorizations, undertakes to use the personal data of the applicant database only for the purposes necessary to perform the service provided by the platform, and this, on behalf of the Customer according to the sole processing purposes defined by the Customer.

The Client expressly authorizes ISOGRAD SAS to communicate with the administrators and candidates it creates on the platform by email or telephone for the following reasons: technical support, sending reports, sending diplomas, sending invitations to take a test, sending a reminder to take a test, sending credentials, sending administrators technical information about the platform, announcements of new tests and platform developments.

ISOGRAD SAS will consider as strictly confidential all nominative information in the database of candidates transmitted by the Customer. The computer supports, documents and personal data transmitted by the Customer to ISOGRAD SAS remain the sole property of the Customer.

In the absence of prior authorization by the Client, ISOGRAD SAS is prohibited during the term of the Agreement and after its termination, any dissemination or marketing to third parties of information from the Customer.

At the end of the contract, Isograd SAS archives and deletes or anonymizes all the data in the candidate database by destroying all existing copies in accordance with the legislation in force.

ISOGRAD SAS is prohibited from processing, hosting or transferring data to a country outside the European Union or recognized as "unsuitable" by the European Commission, without first informing the Customer. The Client is informed that at any time ISOGRAD SAS may call upon other technical subcontractors provided that they provide sufficient guarantees for the implementation of appropriate technical and organizational measures in such a way that the processing meets the requirements of the General Regulation on Data Protection 2016-679.

ISOGRAD SAS undertakes to take all necessary precautions to preserve the security of the personal data transmitted, and in particular to prevent them from being distorted, damaged or communicated to unauthorized persons. ISOGRAD SAS will therefore be held liable for non-compliance with this clause.

If a security incident affecting the integrity or confidentiality of the Customer's personal data, processed by ISOGRAD SAS or one of its subcontractors, is brought to the knowledge of the latter, the Customer must be informed, as soon as possible after the discovery of the incident, so that the necessary measures are then applied.

The Customer may, at its own expense, control and audit ISOGRAD SAS and its subcontractors to ensure that the processing of personal data on its behalf is carried out in full compliance with the law and in compliance with these .

ISOGRAD SAS reserves the right to cooperate, in accordance with the law, with the authorities carrying out checks on illegal activities carried out via ISOGRAD SAS.

The Data Protection Delegate (DPO) of ISOGRAD SAS can be contacted for any questions concerning the protection of data by mail: dpo@isograd.com. The customer is informed that Isograd SAS authorized personnel to process personal data is subject to a specific confidentiality obligation and is continuously aware of the protection of personal data.

11. BRAND USAGE

ISOGRAD shall have the right to use the Client's brand for execution, implementation, marketing, branding, advertising, publicity and promotion of the business in any form, in particular on its website http://www.isograd.com and social medias. ISOGRAD will use the Client’s brand in accordance with the Client’s brand guidelines. All notices required or permitted hereunder shall be in writing and shall be sent by email to sales@isograd.com. Notice shall be deemed to have been served when received.

12. GENERAL

Governing law - Disputes These Standard Terms shall be governed by French law. Any dispute pertaining to the validity, interpretation or performance of the Standard Terms shall be subject to the exclusive jurisdiction of the courts within the venue of the Paris Court of Appeals.

13. REMOTE PROTORING

If your test is remotely proctored, a monitoring solution provided by an external provider, PSI Inc., will be used. PSI Inc. acts as a processor both for Isograd and for the Customer. If you are taking your exam in a French higher education entity, private or public or in a "Lycée", the legal basis for handling of your personal data by PSI Inc is the execution of a mission of General Interest. In all other cases, the legal basis for the handling of your personal data by PSI Inc. is consent. We hereby inform you that the storage of personal data by PSI can take place outside of the European Uniin. PSI Inc.'s privacy policy and the way your personal data is used have been formalized in a contract between PSI and Isograd, for which the model is provided here: https://www.psionline.com/en-gb/privacy/gdpr-compliance/data-processing-agreement/.

PSI Inc. commits to not using personal data for any purpose other than that of monitoring exams and will not transfer that data to anyone without written instruction from Isograd. The retention time for personal data by PSI is 3 months.

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