General terms and conditions applicable to The Training Services provided by EPEX SPOT SE
Declaration registered under n° 11 75 53061 75 with the Préfet of Ile de France
SIREN Number : 508 010 501
The sending of a dully filled-in and executed Registration Form to EPEX SPOT SE involves the entire acceptance without reserve of these General Terms and conditions applicable to the E-learning training services provided by EPEX SPOT SE (“GTC”).
1. Scope and Contractual documents
The purpose of these GTS is to define the terms and conditions according to which a company (the “Client”), shall subscribe e-learning modules for the member of its staff (“the Registered Users”), or Individual Subscribers, as the case may be, shall have access to the e-learning training services offered by EPEX SPOT SE.
EPEX SPOT SE and the Client shall be referred together as the “Parties” and individually as the “Party”. The Client, the Registered Users and Individual Subscribers shall be referred as “Users”.
EPEX SPOT SE shall not be bound by any variations from or additions to these GTS whether contained in any purchase order or other document submitted by the Client.
These GTC and, when applicable, the registration form dully filled in by the Client or the Individual Users (the “Registration Form”), are part of the contract (the “Contract”).
2. Nature of the training
Pursuant to article L. 6313-1-6° of the Labor code, the training modules are aimed at acquiring, refreshing, or enhancing knowledge (Actions d'acquisition, d'entretien ou de perfectionnement des connaissances).
The training modules covered by this Contract are e-learning modules.
3. Access to the training
E-learning training modules are provided through an Internet interface (the “E-learning Platform”) and accessible with an individual login code given to the Registered User or the Individual Subscriber. The Client shall procure that the Registered Users will not to disclose, such login code, or make any improper use of it. The login codes are strictly individual and may not under any circumstances be transferred to any other person than the one to whom it was transmitted by EPEX SPOT SE.
4. Entry into force – Duration – Revocation – Termination
The Contract shall be effective as of the reception by EPEX SPOT SE of the Registration Form, duly filled in and executed by the Client, or the Individual Subscriber.
Individual Subscribers may cancel their Registration within ten (10) days as from execution of the Contract, by sending EPEX SPOT SE a registered letter with acknowledgement of receipt. In such case, no payment shall be due. After that, EPEX SPOT SE will not accept any cancellation.
Upon payment (for individual subscribers – upon payment of the first installment), EPEX SPOT SE shall provide each Registered Users with a login code and password to access the E-learning Platform.
Login codes shall be valid during one year as from the reception of the Registration Form by EPEX SPOT SE, regardless of the actual time spent on the E-learning Platform.
The Contract shall be automatically renewed for one (1) year except if one party or the other terminates it with a two (2) month prior notice.
Time actually spent by the Users in training modules is automatically given by the E-learning Platform.
Progression on the training modules is given by the automatic system of the E-learning Platform.
5. Price and Payment
Prices for the training modules are displayed in the training catalogue available on the Website at the following address: https://www.epexspot.com/document/40968/Brochure
Prices are in Euro and excluding VAT.
5.1. Provisions applicable to Client
Prices are depending on the number of Registered Users.
Price shall be paid yearly.
The payment shall be due on the date mentioned in the invoice issued by EPEX SPOT SE, and shall in any event, precede the handover by EPEX SPOT SE of any login or passwords.
Registration may be cancelled in writing with a ten (10)-day prior notice. In such case, the Client shall be entitled to a voucher (excluding any refund) valid for one year as from cancellation date.
The Client may replace a Registered User with another member of its staff in written.
5.2. Provisions applicable to Individual Subscribers
Individual Subscribers shall pay the training services as follows:
The full amount should be paid by the due date. In case of late payment, penalties equal to 3 (three) times the legal interest rate shall automatically apply to the sums due by the Client pursuant to article L. 441-6 of the French Commercial Code, without prejudice to the right to terminate the Contract and claim for compensation in case of related damage suffered by EPEX SPOT SE.
In case of breach of the Contract by the Client or the Individual Subscribers, EPEX SPOT SE may terminate the Contract by sending a registered letter. Termination shall be effective immediately on the reception of the registered letter by the breaching party. Such termination shall be without prejudice to compensation EPEX SOIT SE may claim for related damage.
6. Traders’ training
Pursuant to EPEX SPOT SE Rules and Regulations, a trader’s examination is required for the qualification as an Exchange Trader on EPEX SPOT SE markets (the “Trader’s Examination”) and is therefore identified as a User as well.
Upon completion of the Trader’s Examination, EPEX SPOT SE shall deliver a certification to the subscriber allowing him/her to trade on EPEX SPOT SE’s markets pursuant to the Trading Agreement.
Access to the Trader’s Examination will be automatically suspended by EPEX SPOT SE in case of suspension of the Exchange Member pursuant to EPEX SPOT SE Rules and Regulations.
7. Tests and certificates
On request of the Client or the Individual Subscriber, EPEX SPOT SE shall provide an attendance certificate to the trainee upon successful completion of the training module.
Intermediate and final tests resume key points to be reminded.
In principles, the User shall have only one try to obtain the required score. Nevertheless, in case of failure on final tests, the parties will contemplate to find an appropriate solution. If no agreement is found, the training will not be certified.
8. Obligations – Liability
8.1 Obligations of EPEX SPOT SE
All EPEX SPOT SE obligations under the Contract shall be best effort except the provision of the login code which is a result obligation.
EPEX SPOT SE training modules are provided without warranties of any kind, either expressed, or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose,
EPEX SPOT SE does not warrant that the training modules will be error free including technical inaccuracies, nor free of viruses, or other harmful matter. The entire cost of any necessary service, repair, or correction, is the Client’s responsibility.
EPEX SPOT SE shall provide its best effort in order to give access to the E-learning Platform, seven days a week and 24 hours a day.
In case of maintenance operation, EPEX SPOT SE shall provide its best efforts to limit the unavailability of the training modules on the E-learning Platform.
EPEX SPOT SE reserves the right to modify the training modules (including for updating and improvement purpose) without any compensation being due to the Client or the Individual Subscriber.
Unless in case of gross negligence or intentional misconduct, in no event shall EPEX SPOT SE be liable for any damages in excess of the amount EPEX SPOT SE paid by the Client.
8.2 Obligations of the Client
The Client and the Individual User shall be responsible for obtaining the necessary Internet connection in order to allow users to access the E-learning Platform.
The Client and the Individual Users shall not make any improper use of its login codes, neither transmit it to any person other than the one(s) designated in the Registration Form.
The Client shall procure that the Registered Users do not make any improper use of their login codes; neither transmit it to any person.
The Client and the Individual Subscribers shall be responsible for the management, conservation and use of their logins and passwords.
Consequently, the Client and the Individual Subscribers shall take any appropriate measure to protect them from loss or fraudulent use.
EPEX SPOT SE shall not be held liable for any fraudulent use of the Client logins and passwords.
The Client and the Individual Subscribers further undertake to inform EPEX SOPT SE of any fraudulent use of the login or passwords, as soon as they become aware of it.
9. Intellectual property rights
For the purpose of this clause, “Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
All Intellectual Property Rights related to the training modules shall rest with EPEX SPOT SE.
EPEX SPOT SE grants the Client and the Individual Subscribers with an individual, non-exclusive and non-transferrable license to use the training modules.
Consequently, the Client and the Individual Subscribers shall not copy, broadcast, and/or cede any or all parts of the training modules.
The Client shall further procure that the Registered Users shall not copy, share, modify, transmit, distribute, or in any way, exploit the trading modules EPEX SPOT SE other than for their own individual training.
10. Confidentiality and Data protection
The Parties and the Users shall keep confidential all information exchanged in the framework of the Contract unless:
- such information has become public knowledge otherwise than in breach of the Contract;
- to the extent disclosure is ordered by a state, provincial or federal agency, authority, court or tribunal of competent jurisdiction, including a securities regulatory authority, provided that such Party or User gives prompt notice to the other Party, if legally permitted
- disclosure is made in confidence to their professional advisors or service providers (who are subject to confidentiality obligations.
Save as provided above, disclosure may only be made with the prior written consent of the other Party. In particular, it is agreed that (i) Information is not considered as confidential information under the Contract and (ii) all information and data provided by or relating to the Client and and Users of which EPEX SPOT SE may become aware during the term of the Contract shall be treated as confidential.
In case the Contracting Party is located outside the European Union and in a country which does not have an adequate level of protection, the Contracting Party commits to adhere, sign and comply with the Standard contractual clauses for the transfer of personal data from the Community to third countries, according to the Commission Decision of 27 December 2004 amending Decision 2001/497/EC as regards the introduction of an alternative set of standard contractual clauses for the transfer of personal data to third countries.
11. Force majeure
EPEX SPOT SE and the Client shall not be held responsible in case of force majeure events preventing them from complying with their respective obligations under the Contract.
If such an event lasts during more than one (1) month, either party will be allowed to terminate the Contract by sending a registered letter.
The Contract is governed by French law. All disputes arising out of or in connection with the Contract shall be submitted to the CMAP (Centre for Mediation and Arbitration of Paris, Paris Chamber of Commerce and Industry - 39, avenue Franklin D. Roosevelt, 75008 Paris) Rules of Mediation) and, in the event that no settlement is thereby reached, to the Paris Mediation and Arbitration Centre (CMAP) Rules of Arbitration, to which the Parties undertake to adhere, by three arbitrators appointed in accordance with the said Rules. The arbitration shall be conducted in English.
Nothing in the provisions above shall preclude the Parties from applying for interim or conservatory measures or any other injunctive relief in summary proceedings before the competent courts. The application of a Party to a judicial authority for such measures or for the implementation of any interim or conservatory measures ordered by the arbitration tribunal shall not be deemed as an infringement or a waiver of the arbitration agreement and shall not affect the relevant powers reserved to the arbitration tribunal. Any order or provision issued by the judicial authority must be notified without delay to the arbitrators.