Terms of sale — Studeva

1. Publisher

The Studeva platform is published and sold by:

Company name: Studeva
Legal form: Société par actions simplifiée (French simplified joint-stock company) with a share capital of €1,000.00
Registered office: 173 rue de Courcelles, 75017 Paris, France
Registration: RCS Paris 131 961 583
EU VAT number: FR19131961583
Contact: contact@studeva.fr

Hereinafter “Studeva”.

2. Purpose and scope

These terms of sale (the “Terms”) govern access to and use of the Studeva platform, in demo mode as well as under a paid subscription.

The Service is reserved for professionals: legal entities, or individuals acting for the purposes of their professional activity. By opening a Space or subscribing, the Customer declares that it acts in that capacity. Consumer protection provisions, including the right of withdrawal, do not apply.

The Customer accepts the Terms when opening its Space or subscribing. They prevail over any other document of the Customer, including its general purchasing conditions, unless Studeva agrees otherwise in a signed writing. The applicable version is the one in force on the date of acceptance, subject to article 22.

3. Definitions

Platform: The Studeva software, available online as SaaS, used to deliver training modules (including SCORM), organise sessions, track learner progress and issue certificates.
Service: Access to the Platform and the related services described herein (hosting, maintenance, support).
Customer: The professional who opens a Space and, where applicable, takes out a Subscription.
Space: The Customer's own environment on the Platform (its organisation), isolated from those of other customers.
Administrator: The user appointed by the Customer to manage the Space, its users and its Subscription.
User: Any person to whom the Customer gives access to its Space: administrators, trainers and learners.
Learner: A User whose account has the learner role.
Counter: The number of counted Learners, as defined in article 6.
Tier: A subscription plan defined by a capacity of counted Learners and a price.
Subscription: The Customer's subscription to a paid Tier, billed monthly or yearly.
Billing area: The Platform screen, reserved for Administrators, showing the Tier, the Counter and the invoices, and used to manage the Subscription.

4. Opening a Space and demo mode

Opening a Space is free. As long as no Subscription is taken out, the Space runs in demo mode, with no time limit:

all Platform features are available;
the Space is limited to ten (10) active Learner accounts. Beyond that, creating new Learner accounts is refused; a deactivated account frees its seat. This limit never closes an existing account, session or learning path;
storage space may be capped; the cap is shown in the Platform.

Demo mode is provided as is, without any service level commitment. Studeva may change its conditions with thirty (30) days' notice, sent by email to the Administrators.

5. Paid subscriptions and tiers

Each Tier is defined by a capacity of counted Learners. Every Platform feature is included in every Tier: only the capacity sets them apart.

The Tiers, their capacity and their price are those of the price list published on studeva.fr and shown in the Billing area at the time of subscription. A Tier's price is fixed for the whole paid period: it does not vary with the Counter.

Beyond the capacity of the highest Tier, the Service is offered on quotation, under a managed plan (article 12).

An Administrator subscribes online from the Billing area. The Subscription is active as soon as the payment provider confirms the payment.

6. Counted learners

The Counter is the number of distinct people holding a Learner account in the Space who, during the current month or the eleven (11) previous months, were enrolled in a session or used the Platform (signing in, opening a module).

A Learner is counted only once, whatever the number of sessions or modules followed.
A Learner leaves the Counter twelve (12) months after their last enrolment or use.
Administrator and trainer accounts are never counted.
The Counter relies on dated events: removing an enrolment or deactivating an account does not lower it. Only the expiry of the twelve-month period makes it decrease.

The Counter can be viewed at any time in the Billing area. The Platform's records are authoritative unless the Customer proves otherwise.

7. Term, commitment and renewal

Monthly subscription

The monthly Subscription has no commitment. It runs in one-month periods from the subscription date and renews automatically on each due date. The Customer may cancel it at any time from the Billing area: cancellation takes effect at the end of the current monthly period, which remains due in full. No pro rata refund is made.

Yearly subscription

The yearly Subscription is taken out for a fixed term of twelve (12) months, paid in advance. Its price equals ten (10) months of the Tier's monthly price, i.e. two months free in return for the commitment and the advance payment.

It renews tacitly for further twelve-month periods unless the Customer cancels it from the Billing area no later than the day before the renewal date. Cancellation takes effect at the end of the current period. Cancelling or moving to a lower Tier during a period gives rise to no refund.

8. Changing tier or billing cycle

Moving to a higher Tier takes effect immediately. The price difference is charged pro rata to the time remaining in the current period.
Moving to a lower Tier takes effect at the end of the current period (end of the month, or end of the year for a yearly Subscription). If the Counter then exceeds the new Tier's capacity, article 9 applies.
Switching from monthly to yearly takes effect immediately; the unused part of the current monthly period is credited pro rata.
Switching from yearly to monthly takes effect on the yearly renewal date.

9. Exceeding the tier capacity

Exceeding the capacity of the subscribed Tier never blocks Users' access nor the creation of Learner accounts.

When the Counter exceeds that capacity, Studeva informs the Administrators by email and states the appropriate Tier. The Customer may change Tier at any time under article 8.

If, thirty (30) days after that notice, the Counter still exceeds the subscribed Tier's capacity, Studeva may move the Subscription to the Tier whose capacity covers the Counter. The change takes effect immediately, is charged as a move to a higher Tier (article 8) and is notified to the Administrators by email.

If the Counter exceeds the capacity of the highest Tier, the parties will discuss a managed plan. Failing agreement within thirty (30) days, either party may terminate the Subscription at the end of the current period.

10. Prices, invoicing and payment

Prices are stated in euros, excluding taxes. VAT is applied at the applicable rate; it is self-assessed by the Customer where the conditions are met (customer established in another EU member state and holding a valid VAT number).

The Subscription is payable in advance, at the start of each period, by card or SEPA direct debit, through the payment provider Stripe. Studeva has no access to card data. The Customer authorises the charges for each period and for the changes provided for in articles 8 and 9.

An invoice is issued for each payment and made available in the Billing area. The Customer keeps its billing details up to date there.

Studeva may change its price list. For a running Subscription, a new price only applies from the next renewal date, and no earlier than thirty (30) days after it is notified to the Administrators by email. A Customer who refuses it may cancel its Subscription before that date. The price of a period already paid is never changed.

11. Late and failed payment

If a payment fails, further attempts are made and the Administrators are informed. The Service remains available during that time.

If the payment is still outstanding after those attempts, the Subscription is terminated and the Space returns to demo mode (article 4). Existing accounts, sessions, learning paths and data are kept; only the creation of new Learner accounts becomes subject to the demo mode limit.

Any amount not paid when due bears, automatically and without prior formal notice, interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, together with a fixed recovery fee of forty (40) euros (article L. 441-10 of the French Commercial Code). No discount is granted for early payment.

12. Managed plan

Some Customers benefit from a plan managed by Studeva, outside the online subscription: volumes above the highest Tier, customers migrated from a previous platform, partnerships. Its conditions (scope, price, term, invoicing) are set by a quotation or purchase order accepted by both parties, which prevails over these Terms; the Terms apply to everything else.

13. Provision of the Service

Studeva uses reasonable means to make the Platform available 24 hours a day, 7 days a week, under a best-efforts obligation. Access may be interrupted for maintenance; Studeva endeavours to schedule planned operations outside business hours and to warn the Administrators in advance when they are likely to disrupt use.

Studeva hosts the Platform and the Customer's data, secures them as set out in article 16 and backs them up regularly.

Studeva develops the Platform over time. Such changes may not remove an essential feature of the Service during a period already paid without informing the Customer at least thirty (30) days in advance; the Customer may then terminate its Subscription and be refunded the unused part of the current period.

Support is provided by email at contact@studeva.fr on business days, and through the help centre built into the Platform.

14. Customer obligations

The Customer undertakes to:

provide accurate information when opening its Space and subscribing, and keep it up to date;
appoint its Administrators, keep its Users' credentials confidential and inform Studeva without delay of any unauthorised use;
ensure that its Users comply with these Terms, for whom it is responsible;
upload to the Platform only lawful content for which it holds the necessary rights;
not interfere with the operation or security of the Platform: attempting to access another customer's Space, circumventing the limits of the Service, abnormal load, automated extraction, decompiling or reverse engineering beyond what the law allows;
not resell the Service or make it available to third parties other than its own Users.

15. Intellectual property and content

The Platform, its code, its documentation and the Studeva brand are the exclusive property of Studeva. For the term of the contract, the Customer receives a personal, non-exclusive and non-transferable right to use the Service for its own needs.

The Customer remains the owner of the content it uploads (modules, documents, logos, texts) and of the data in its Space. For the term of the contract only, it grants Studeva the right to host, reproduce and display them to the extent strictly necessary to provide the Service, including displaying its brand in its Space.

The Customer indemnifies Studeva against any third-party claim relating to the content it uploads.

16. Personal data

Data of the Customer's Users

For the personal data of Users processed in the Space (identity, enrolments, progress, results, certificates, declared accommodation needs), the Customer is the controller and Studeva acts as processor within the meaning of article 28 of Regulation (EU) 2016/679 (GDPR). As such, Studeva:

processes the data only on the Customer's documented instructions, which these Terms and the use of the Platform constitute, and solely to provide the Service;
ensures that persons authorised to process the data are bound by confidentiality;
implements appropriate security measures, including isolation of each Space's data, encryption of communications and secrets, and regular backups;
may use sub-processors (hosting, email delivery, payment), bound by the same obligations; their list is available on request, and the Customer is informed of any change, to which it may object on legitimate grounds;
assists the Customer in responding to data subject requests and in meeting its security, breach notification and impact assessment obligations;
notifies the Customer of any personal data breach without undue delay, and no later than forty-eight (48) hours after becoming aware of it;
deletes or returns the data at the end of the contract, as set out in article 21;
makes available to the Customer the information needed to demonstrate compliance with these obligations.

The data processing agreement details these provisions and prevails over them in case of conflict.

The Customer is responsible for informing its Users of the processing of their data and for having a lawful basis for it.

Data processed by Studeva on its own behalf

Studeva processes as controller the data of the Customer's Administrators and contacts needed to manage the business relationship: subscription, invoicing, support, information about the Service. This processing is based on the performance of the contract and on Studeva's legal obligations; accounting records are kept for ten (10) years. Data subjects exercise their rights at contact@studeva.fr and may lodge a complaint with the CNIL.

17. Confidentiality

Each party keeps confidential the non-public information of the other party it learns in connection with the contract, uses it only to perform the contract and discloses it only to its staff and contractors who need it and are bound by the same obligation. This undertaking lasts for the term of the contract and three (3) years after its end.

18. Liability

Studeva is only liable for direct and foreseeable damage resulting from a proven breach of its obligations. It is not liable for indirect damage, such as loss of revenue, customers or opportunity, or reputational harm, nor for the consequences of content uploaded by the Customer or its Users, non-compliant use of the Service, or failures of communication networks beyond its control.

Except in case of gross negligence or wilful misconduct, and except for personal injury, Studeva's total liability under the contract, for all causes combined, is limited to the amounts actually paid by the Customer for the Service during the twelve (12) months preceding the event giving rise to liability.

Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code. If the impediment lasts more than thirty (30) days, either party may terminate the contract by email, without compensation.

19. Suspension

Studeva may suspend all or part of a User's or a Space's access in case of serious breach of articles 14 or 15, or when a use threatens the security of the Platform or of other customers' data. Except in an emergency, suspension is preceded by a notice to the Administrators that has remained without effect for eight (8) days. It is lifted as soon as its cause has ceased.

20. Termination

The Customer cancels its Subscription as set out in article 7. It may request the closure of its Space at any time by email to contact@studeva.fr, which terminates the Subscription under the same conditions.

In case of serious breach by a party of its obligations, not remedied thirty (30) days after formal notice sent by email with acknowledgement of receipt or by registered letter, the other party may terminate the contract automatically, without prejudice to any damages.

Studeva may end a Subscription without cause on three (3) months' notice; the part paid in advance beyond the end date is then refunded pro rata.

21. End of contract and reversibility

The end of a Subscription deletes no data: the Space returns to demo mode and the Customer keeps access to its data.

The Customer may export its data at any time with the Platform's export features, or obtain on request a copy of its data in a standard, machine-readable format. Before requesting the closure of its Space, it is responsible for keeping the records it must retain, in particular for the Qualiopi certification.

When the Space is closed, Studeva deletes the Customer's data within thirty (30) days; copies held in backups are erased at the end of their rotation cycle. Studeva only keeps the data it is legally required to retain, in particular for accounting.

22. Changes to these terms

Studeva may change these Terms. Changes are notified by email to the Administrators at least thirty (30) days before they take effect, unless they are required by law or have no adverse effect on the Customer. A Customer who refuses them may cancel its Subscription before they take effect; a Customer on a yearly Subscription is then refunded the unused part of its period. Otherwise, the amended Terms apply from their effective date.

Successive versions of the Terms are dated.

23. Miscellaneous

Evidence: the records of the Platform and of the payment provider (acceptance of the Terms, subscriptions, payments, Counter) are authoritative between the parties unless proven otherwise.
Notices: notices under the contract are validly given by email, to the Administrators' address for the Customer and to contact@studeva.fr for Studeva.
Assignment: the Customer may not assign the contract without Studeva's written consent. Studeva may assign it to a company taking over the operation of the Platform, after informing the Customer.
Severability: the invalidity of one clause does not affect the others.
No waiver: a party's failure to rely on a breach does not waive its right to rely on it later.
Language: the Terms are drafted in French. In case of discrepancy with a translation, including this one, the French version prevails.

24. Governing law and disputes

The Terms are governed by French law.

In case of dispute, the parties first seek an amicable solution for thirty (30) days from notification of the dispute by either of them. Failing that, exclusive jurisdiction is granted to the courts within the jurisdiction of the Paris Court of Appeal, notwithstanding multiple defendants or third-party claims, including for summary proceedings.