TERMS & CONDITIONS

The website http://gxp-training.com (the “Website“), the portal LMS.GxP-Training (the “Portal“) and the GXP Training SCROM modules (the “Modules”) (together the “Platform”) are an initiative of AXEDA, a private limited company under the laws of Belgium, having its registered office at 5330 Assesse (Belgium), rue du Fwâr Pachis, 1, registered with the Crossroads Bank for Enterprises under number 1000.321.606, identified with the Belgian General Administration of Taxes (VAT) under number BE1000. 321.606, and registered with the Register of Legal entities of Liège, Namur division (email: contact@gxp-training.com) (“GXP TRAINING“).

1. SCOPE OF APPLICATION
1.1 Purpose of the T&C

These general terms and conditions (the “T&C“) govern the conditions of access to the Platform and its content, and determine the rules applicable to maintenance, hosting and technical support services in connection with the Platform offered by GXP TRAINING to the “Client“. GXP TRAINING and the Client are hereinafter referred to together as the “Parties” or individually as a “Party“.

1.2 Service Offers and Authorized Users

Service offers issued by GXP TRAINING to the Client take the form of online Courses offers or quotations for the creation of personalized Courses (the “Offers“). The Offer determines the specific conditions applicable to the course concerned, as well as the number of users authorized by the Client (the “Authorized Users”) to access the content of the course.

1.3 Acceptance of the T&C

By accepting an Offer, the Client acknowledges that he has read the T&C, understands them and accepts them definitively and without reservation.

1.4 Contractual Framework

The Offer and the T&C are inseparably bound and together form the “Contract“. The Contract contains all the undertakings, rights and obligations relating to the matters dealt with therein. It supersedes all prior letters, declarations, warranties and agreements, written or verbal, relating to its subject matter. The Contract takes precedence over any T&C of the Client, even if they provide otherwise and/or have been communicated subsequently with or without opposition from GXP TRAINING.

1.5 Binding Agreement

The Contract therefore constitutes a legally binding agreement between the Parties, the termination or enforcement of which may be sought in court.

1.6 Modification of the T&C

GXP TRAINING reserves the right to modify the T&C at any time and without prior notice. However, GXP TRAINING shall notify the Client of any changes by e-mail or message posted on the Website and/or the Portal. The modifications shall be applicable immediately, unless otherwise agreed. The modified T&C shall only apply to Contracts entered or renewed after the entry into force of the modifications, without prejudice to Contracts in progress. The use of the Platform following changes to the T&C shall constitute acceptance by the Client.

1.7 Derogations to the T&C

The Parties may exceptionally derogate from the provisions of the T&C by written agreement. Such derogations may consist in the modification, addition or deletion of clauses to which they relate and shall have no effect on the application of the other provisions of the T&C.

1.8 Compliance by Authorized Users

The Client guarantees that its Authorized Users shall comply with the T&C.

2. DESCRIPTION OF THE SERVICES
2.1 General Information

2.1.1 Courses for Life Sciences Professionals

GXP TRAINING is an accredited e-learning platform offering courses for professionals in the life sciences sector, particularly in the pharmaceutical, biotech and medical device industries (the “Courses”). These Courses are designed to help these professionals to meet the stringent regulatory requirements of their domains.

2.1.2 Platform Access and Compatibility

The Platform can be used with all major Internet browsers. Its operation has been optimized for desktop and laptop computers operating in a standard environment, and GXP TRAINING does not guarantee that the Platform can be used from a tablet or smartphone as its operation depends on the size of the screen and the mobile browser used.

2.2 Subscription

2.2.1 Access Conditions

Except in the case of Modules implemented by the Client’s in his e-learning platform, the Client accesses the Platform and its services via the Website or the Portal.

2.2.2 User Account and Subscription Activation

To benefit from the said services, the Client must activate his access to the Platform by creating his user account (the “User Account“) from the Website before subscribing to at least one (1) Course (the “Subscription“). The activation of the User Account can be done remotely.

2.2.3 Included Services

The Subscription includes certain technical support, maintenance and hosting services defined in articles 3, 2.4 and 2.5. GXP TRAINING may also provide personalized Courses as defined in the article 2.6.

2.3 Technical Support

2.3.1 Support Services Provided

GXP TRAINING provides the Client with a helpdesk service including the detection and correction of anomalies on the Platform, as well as its updating. This technical support includes assistance to the Client in the event of a technical problem related to the malfunction of the Platform.

2.3.2 Contact Methods

Technical support can be reached by email (contact@gxp-training.com) or via the form provided on the Website.

2.3.3 Support Availability

The assistance service is available on working days, from 9 a.m. to 5 p.m. All days of the year, except Saturdays, Sundays and public holidays in Belgium, as well as all days when banks are not open in Brussels (Belgium).

2.3.4 Response Time

GXP TRAINING makes its best efforts to respond to the Client’s questions within a minimum of two (2) working days from the receipt of the request and to resolve any technical problems that may be encountered by the Client, without these obligations constituting obligations of result.

2.4 Maintenance Services

2.4.1 Scope of Maintenance

GXP TRAINING ensures the maintenance of the Platform. Maintenance services may include bug fixes as well as modifications, updates, upgrades, and implementations of new versions of the Platforms. Maintenance services include both corrective maintenance (correction of computer errors) and adaptive maintenance (legal or regulatory compliance).

2.4.2 Maintenance Management

GXP TRAINING is free to implement any maintenance services it deems necessary, at any time and without prior notification, to ensure that the functionalities of the Platform, as described on the Website or in the documentation that may be provided by GXP TRAINING to the Client, remain accessible to the Client and in accordance with its expectations.

2.4.3 Notification of Major Updates

Without prejudice to the foregoing, the Client shall be informed of major updates seven (7) days in advance as far as possible. An update is considered major when it is related to the available features of the Platform and directly impacts the Client or his Authorized Users for at least one (1) hour. The Client shall not be kept informed of minor updates.

2.4.4 Incident Reporting by Client

The Client who notices a problem of any kind shall notify GXP TRAINING without delay, in writing and in the most precise and documented manner possible (listing, screenshot, etc.), so that GXP TRAINING can try to remedy it within a reasonable period of time.

2.4.5 Exclusions from Maintenance

Maintenance services do not include repairs or interventions made necessary due to the Client’s computer system or misuse of the Platform. This includes, but is not limited to, improper use of the Platform on an unsupported medium, errors in the handling of the Platform by the Client or one of its Authorized Users, as well as problems inherent to the hardware or software installed by the Client.

2.4.6 Additional Costs for Non-Covered Services

The costs incurred as well as the services provided by GXP TRAINING to remedy problems not covered by the maintenance shall be invoiced to the Client on a time-and-operated basis and at the rate in force.

2.5 Hosting

2.5.1 Access via User Account

The Client accesses the Platform through a User Account made available on the Website, unless previously agreed by GXP TRAINING.

2.5.2 Access Availability

Except during maintenance periods, the Client accesses the Platform at any time during the duration of their Subscription: 24 hours a day, 7 days a week, including Saturdays, Sundays and public holidays.

2.5.3 Availability Commitment
GXP TRAINING shall deploy its best efforts to make the Platform available ninety-five percent (95%) per month, analyzed over one (1) year, it being understood that planned maintenance and updates (major and minor) are not taken into account for the calculation of this percentage.

2.5.4 Network Bandwidth

GXP TRAINING makes its best efforts to ensure that the Client has access to sufficient bandwidth for the use of the Platform.

2.5.5 Hosting Infrastructure

GXP TRAINING’s infrastructure, and in particular its servers allowing the use of the Platform by the Client in a cloud environment, are installed in a secure location (data center), in which GXP TRAINING has its own server. GXP TRAINING remains free to transfer its infrastructure to any other secure building of its choice, without this transfer authorizing the Client to terminate the Contract.

2.5.6 Security Measures

To guarantee the maximum security of the hosted data, GXP TRAINING will use a series of technical measures including intrusion detection systems, and data access controls.

2.6 Data Backup and Business Continuity

To ensure business continuity, in addition to support and maintenance services, GXP TRAINING uses automated data backups, geographically redundant storage and disaster recovery protocols.

2.7 Personalized Courses

2.7.1 Customized Course Creation

Personalized courses are not available on the Platform. These Courses are created at the Client’s request, and on the basis of information provided by the Client.

2.7.2 Governing Agreement

These personalized Courses shall be governed by an agreement to be entered into between the Parties. The costs and fees for such personalized Courses shall be invoiced separately in accordance with the agreement.

2.7.3 Validity of Offers

Offers issued by GXP TRAINING for personalized courses are valid for thirty (30) days from the date of issue. After this period, these Offers shall automatically and by right become null and void, without prior notice. Acceptance of these Offers may be express or tacit.

2.7.4 Compliance with Client Needs

GXP TRAINING shall ensure that the ordered personalized Courses meet the needs of the Client and the legal obligations foreseen or foreseeable at the time of its commissioning.

2.7.5 Client Collaboration

The Client shall cooperate in good faith with GXP TRAINING in the creation of personalized Courses, in particular by regularly and without delay validating their content as they are developed.

2.7.6 Transfer Restrictions

GXP TRAINING does not guarantee the possibility of transferring personalized Courses carried out at the Client’s request to the Platform or his own learning platform.

3.  USE OF SERVICES
3.1 Authorized Access Only

Access to and use of the Platform are reserved for the Client who has regularly subscribed to a Subscription and his Authorized Users. Only these persons are authorized to benefit from the services of the Platform. The Client therefore refrains from making the services of the Platform available to an unauthorized third party.

3.2 Client’s Obligations for Service Access

The Client shall provide the necessary access to GXP TRAINING to enable it to carry out the technical support, maintenance and hosting services in accordance with the articles 3, 2.4 and 2.5., and, where applicable, the creation of personalized Courses as referred to in article 2.6.

3.3 Client’s Responsibility for Equipment and Security

The Client is solely responsible for obtaining and maintaining all equipment and ancillary services necessary to connect, access or use the services offered by the Platform, including, without limitation, modems, desktop or laptop computers, smartphones, tablets, servers, software, operating systems, networks, web servers and others. The Client is solely responsible for the maintenance, security and confidentiality of his equipment, his User Account and password (including, but not limited to, administrative and Authorized User passwords) as well as his files uploaded to or downloaded from the Platform.

3.4 Password Management

Only the first password communicated by GXP TRAINING to the Client is generated by GXP TRAINING. The Client is invited to immediately change this password or to choose a new one. User and administrator passwords that have been modified or changed in this way are not accessible to the GXP TRAINING teams.

3.5 Confidentiality of User Information

The Client is solely responsible for the management of its personal information and that of its Authorized Users. It guarantees the confidentiality of its password and that of its Authorized Users. In the event of loss or forgetting of administrator or user passwords, the Client must ask GXP TRAINING to generate new ones. If an Authorized User loses their password, they should contact the relevant Customer.

3.6 Compliance with Laws and Terms of Use

The Client undertakes to use the Platform and the services offered by it in accordance with the instructions received from GXP TRAINING, the applicable laws and regulations, as well as the Agreements and Terms of Use. It is committed to ensuring that its Authorized Users comply with this obligation.

4. FINANCIAL CONDITIONS
4.1 Pricing and Billing of the Services

4.1.1 Subscription and Orders

The Client is free to subscribe to a Course or to order personalized Courses upon payment of a fee.

4.1.2 Pricing and Taxes

The prices are indicated according to the Client’s preference and, to the extent permitted by law, exclusive of taxes (including value-added tax), levies, or duties imposed by tax authorities. The Client is responsible for paying all applicable taxes on their order and, where applicable, any currency conversion fees.

4.1.3 Payment Methods

Payments are made by credit card via Stripe solutions. The Client has however the option to request a wire transfer.

4.1.4 Validation of Orders

A Course subscription or an order for personalized Courses is only considered valid after GXP TRAINING has received full payment from the Client. GXP TRAINING shall confirm receipt of payment via an email (or other applicable written means) containing the invoice for the order.

4.2 Price Modification

4.2.1 Right to Change Prices

GXP TRAINING reserves the right to unilaterally modify or adjust its prices. Clients shall be notified in due time of the new prices either via notification on the Website or through written communication (electronic or otherwise). To this end, the Client is encouraged to regularly check the GXP TRAINING website to stay informed about the latest prices.

4.2.2 Applicability of New Prices

The new prices shall not apply to Courses that have been validly subscribed to before their potential renewal, nor to personalized courses that have already been validly ordered.

4.3 Late Payment

4.3.1 Payment Terms

GXP TRAINING invoices are payable to the bank account specified on the invoice within seven (7) days from the invoice’s issuance date. As an exception to the foregoing, and unless otherwise agreed by the Parties, the Client’s first Subscription must be paid in advance via a secure payment link before validation.

4.3.2 Acceptance of Invoices

Invoices that are not disputed by the Client at their due date are irrefutably presumed to be accepted. The Client shall be barred from filing any claim or legal action against GXP TRAINING based on invoices that are deemed accepted.

4.3.3 Late Payment Interest

Unpaid amounts at their due date will automatically and legally incur, without prior formal notice, a late payment interest of one percent (1%) per month, unless the Law of August 2, 2002, on combating late payments in commercial transactions provides for a higher rate. These interests shall be compounded monthly, within the legal limits.

4.3.4 Collection Penalty

As a penalty clause, the Client shall also owe GXP TRAINING a lump-sum indemnity equivalent to fifteen percent (15%) of the unpaid amounts, with a minimum of one hundred euros (100,- EUR) to cover collection costs incurred by GXP TRAINING.

4.3.5 Consequences of Non-Payment
In the event of full or partial non-payment, all amounts owed by the Client shall become immediately due and payable by law, without prior formal notice. Without prejudice to any legal action, GXP TRAINING also reserves the right to suspend access to the Platform and the provision of its services. However, GXP TRAINING shall first inform the Client in advance, drawing their attention to the possible consequences of such a suspension.

5. SERVICE DURATION
5.1 Effective Date

5.1.1 Start of the Subscription

When subscribing to a Course, GXP TRAINING shall only issue an invoice to the Client upon receipt of the price for the Course subscription. The starting date of the Course subscription corresponds to the date of validation by GXP TRAINING.

5.1.2 Initial Duration

Unless otherwise agreed, the Subscription is concluded a period of one (1) year, and for the number of Authorized Users determined by the Client.

5.1.3 Automatic Renewal

The Contract shall be renewed automatically and by right, for successive periods of the same duration, unless one of the Parties gives written notice to the other within the period specified in the Offer or, in the absence of such period specified in the Offer, thirty (30) days prior to the expiry of the current Subscription period.

5.1.4 Modification of Authorized Users

If the Client wants to change the number of Authorized Users, he must submit a request at least thirty (30) days before the expiry of the current period. Modifications shall only take effect for the following period.

5.2 Termination of the Contractual Relationship

5.2.1 Termination Conditions

Each Party has the right to terminate the Contract at any time, without notice or compensation:

• in the event of fraud, fraud, gross negligence or gross negligence on the part of a Party to its obligations under the Contract;
• for any other breach, provided that the defaulting Party has not remedied this breach within fifteen (15) calendar days following the formal notice by registered letter sent by or on behalf of the injured Party, without prejudice to the special rules in the event of judicial reorganization proceedings; or
• in the event of bankruptcy, dissolution or liquidation of one of the Parties, or in the event of the cessation of activity of one of the Parties for any reason other than financial (excluding the merger, absorption or demerger of GXP TRAINING).

5.2.2 Consequences of Early Termination by the Client

Early termination of the Contract by the Client, for any reason or for any reason whatsoever, gives GXP TRAINING the right to claim damages. The amount of these damages may never be less than the sum of: (i) the costs incurred by GXP TRAINING for the Client that have not yet been paid, (ii) the remuneration still due to GXP TRAINING by the Client for the services (including internal services) performed up to the date of termination, and (iii) compensation for loss of profit equivalent to twenty percent (20%) of the other amounts that GXP TRAINING could have invoice the Client in the event of performance of the Contract until its termination.

5.3 Effect of Termination

5.3.1 Loss of Access to the Platform

In the event of termination or non-renewal of the Contract, for any reason whatsoever, the Client and his Authorized Users shall lose their access to the Platform, as well as its content and data.

5.3.2 Assessment and Certificate of Achievement
An assessment is scheduled at the end of each Course. The Client (or his Authorized Users) who pass this assessment shall receive a certificate of achievement. If the Course has been delivered by Module, the Client is solely responsible for generating this certificate. Certificates of achievement are valid for one (1) year. The Client is therefore invited to save the certificates he (or his Authorized Users) has received.

6. INTELLECTUAL PROPERTY
6.1 Ownership of the Platform and its Content

GXP TRAINING guarantees being the owner of the Platform and its content, as well as all related “Intellectual Property Rights“, or at least to have obtain from the third-party owner the right to use these elements.

6.2 Definition of Intellectual Property Rights
By Intellectual Property Rights, the Parties mean all intellectual property rights, and/or part thereof, including copyrights, rights related to copyright, sui generis rights on databases, rights on topographies of semiconductor products, trademark rights, design rights (registered or unregistered), rights on patents, rights relating to supplementary protection certificates, plant variety rights as well as all rights related to intellectual property such as rights relating to company names (or names), trade names, trade signs, domain names, image rights, trade secrets and know-how. Intellectual Property Rights also include applications for filing and registration of the aforementioned rights.

6.3 Scope of Intellectual Property Rights

The Intellectual Property Rights extend to the modification of the Platform and the content as well as to any documentation relating to the Platform or its content.

6.4 Protected Elements of the Platform

The structuring and content of the Platform, as well as the texts, interfaces, graphics, images, photographs, sounds, videos, databases, computer applications and any other element of which it is composed or which are accessible by the Platform, including the source code and object code of the Platform, remain the exclusive property of GXP TRAINING, and are protected as such by the laws in force under intellectual property title.

6.5 Restrictions on Use

Any representation, reproduction, adaptation or exploitation, in whole or in part, of the Platform or its content, by any process whatsoever and for any purpose whatsoever, without the prior, express and written authorization of GXP TRAINING, is strictly prohibited.

6.6 License Granted to the Client

By subscribing to a course, the Client is granted by the Contract a limited right of access, use and reproduction for the technical purposes of storing, loading, displaying, passing through and transmitting its content. This license is granted on a non-exclusive, personal, non-transferable basis. Unless previously agreed in writing, the Client is not authorized to modify, reproduce, translate, adapt, distribute, sell, communicate to the public or otherwise transfer, in whole or in part, for a fee or free of charge, the elements protected by GXP TRAINING’s Intellectual Property Rights or the Intellectual Property Rights that it has been licensed by GXP TRAINING.

6.7 Prohibited Actions

The Client may not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms related to the Platform.

7. NON-POACHING
7.1 Non-Poaching Obligation

The Client agrees, for the duration of the Contract and for a period of two (2) years after termination, not to poach, directly or indirectly, any person who is a member of the personnel employed by GXP TRAINING or who is a service provider for GXP TRAINING, including any officer, director, officer or consultant of GXP TRAINING.

7.2 Purpose and Legitimacy of the Clause

The Client acknowledges that the provisions of this section are reasonable and necessary to protect the legitimate interests of GXP TRAINING and ensure the continuity of its business. Consequently, for each breach of this provision, GXP TRAINING may claim full compensation from the Client for the damage it has suffered.

7.3 Penalties in Case of Breach

In the event of a breach of the non-poaching obligation, GXP TRAINING may claim compensation of up to one hundred thousand euros (EUR 100,000) per infringement and compensation of five hundred euros (EUR 500) per day on which the infringement is expected to continue despite a formal notice ordering the defaulting Client to cease the infringement, without prejudice to the right of GXP TRAINING to claim additional damages to the extent that the damage that GXP TRAINING has suffered exceeds the amount of the lump sum compensation, and to require the cessation of the unlawful conduct.

8. CONFIDENTIALITY
8.1 Obligation of Confidentiality

8.1.1 Definition of Confidential Information

The Client acknowledges the confidential nature of the information received or obtained in connection with the conclusion and performance of the Contract as well as the consultation or use of the Platform. By “Confidential Information“, the Parties means all Courses, information, data, reports, presentations, videos, images, Intellectual Property Rights, know-how, processes, unpatented inventions and unregistered trademarks, in any form whatsoever, whether or not such information is expressly designated as confidential.

8.1.2 Client’s Obligations

Without prejudice to any other obligation of confidentiality, the Client shall:

• maintain secret and confidential all Confidential Information obtained directly or indirectly from the disclosing party in connection with the consultation and use of the Platform;
• use such Confidential Information only for the purpose of using the Platform; and
• disclose such Confidential Information only to its representatives, employees and contractors, only to the extent that such disclosure is reasonably necessary, and provided that its representatives, employees and contractors are informed of the strictly confidential nature of the Confidential Information disclosed to them.

8.1.3 Authorization for Commercial Reference

The Client expressly authorizes GXP TRAINING to use its company name, its trade name or sign, as well as its trademarks or logo, for the promotion of its commercial activities.

8.2 Exceptions to the Duty of Confidentiality

8.2.1 Cases of Exclusion

The obligation of confidentiality does not apply to Confidential Information that:

• are or become generally available to the public other than as a result of disclosure by the receiving party to the public or to a third party in violation of the T&C or any other confidentiality agreement;
• is legitimately made available to the Client by a source other than GXP TRAINING, provided that the Client has no reason to believe that such source is itself bound by a confidentiality or non-disclosure agreement with the disclosing party, or is otherwise prevented from disclosing such confidential information by a legal or contractual obligation;
• are in Client’s lawful possession prior to being received from GXP TRAINING;
• is independently developed by the Client without the use of GXP TRAINING’s confidential information; or
• are expressly qualified as non-confidential by GXP TRAINING or communicated in writing by GXP TRAINING to the Client either for publication or for further transmission.

8.2.2 Legal Disclosure Obligations

If any Confidential Information is to be disclosed by the Client to the courts of any competent jurisdiction, or to any governmental agency or financial authority, the Client shall provide GXP TRAINING with written notice of the required disclosure upon receipt of notice of the required disclosure, to the extent such notice is permitted by law, and shall coordinate with GXP TRAINING for the purpose of limiting the nature and extent of such required disclosure.

8.3 Breach of Confidentiality

8.3.1 Serious Consequences of Breach

Each Party acknowledges that the disclosure of any Confidential Information is likely to cause serious harm to GXP TRAINING or to third parties who are victims of the disclosure.

8.3.2 Formal Notice Procedure

Therefore, if GXP TRAINING is informed of a breach of this obligation of confidentiality, it shall give notice to the defaulting Client to cease the breach within three (3) calendar days following its knowledge of the fact.

8.3.3 Penalties for Breach

In the event of a breach of this confidentiality clause, GXP TRAINING may claim compensation of up to fifty thousand euros (EUR 50,000) per breach and compensation of five hundred euros (EUR 500) per day on which the breach is expected to continue despite a formal notice to the defaulting Client to cease the breach, without prejudice to GXP TRAINING’s right to claim additional damages to the extent that the damage that GXP TRAINING has suffered exceeds the amount of the lump sum compensation, and to require the cessation of the unlawful conduct.

8.4 Effect of Termination

8.4.1 Survival of Confidentiality Obligation

The obligation of confidentiality remains in force for the duration of the Agreement and survives its termination, for any reason or in any capacity whatsoever. For each Confidential Information with respect to it, this obligation does not end until such Confidential Information becomes part of the public domain.

8.4.2 Return or Destruction of Confidential Information

Within seven (7) days following the termination of the business relationship, the Client shall deliver to GXP TRAINING, or as the case may be, destroy or erase according to GXP TRAINING’s instructions, all documents in its possession, custody or control, which contain Confidential Information, or which are produced or received by the Client in connection with the use of the Platform. The Client shall provide GXP TRAINING, at the first request of the latter, with written confirmation that the provisions of this clause have been fully complied with.

9. PERSONAL DATA
9.1 Compliance with Data Protection Regulations

Each Party will ensure that personal data communicated or received in connection with the use of the Platform is processed in a manner that complies with applicable legal and regulatory data protection requirements, including those of Regulation (EU) 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 and the Belgian Privacy Act of 30 July 2018, as well as any future developments in applicable national and European legislation on the protection of privacy and the processing of personal data.

9.2 Data Processing by GXP TRAINING

The Parties shall also ensure that the personal data received is processed in accordance with their privacy policy, and the Client hereby authorizes GXP TRAINING to process and store personal data concerning its identity and contact details, as well as, where applicable, the identity and contact details of its staff members and customers, in compliance with the applicable legislation and insofar as such processing and storage are necessary for the performance of the Platform’s services. The Client also authorizes GXP TRAINING to process its data for marketing purposes (newsletters for example).

10. RESPONSIBILITIES
10.1 GXP TRAINING’s Duty of Care

GXP TRAINING shall exercise all due care in carrying out the tasks entrusted to it by the Client. In particular, GXP TRAINING shall work only with qualified and designated personnel and Authors. GXP is generally bound by an obligation of means, with no guarantee of results.

10.2 Liability Conditions

GXP TRAINING may only be held liable for its own fraud, gross negligence or that of its employees, or, except in the event of force majeure or fault on the part of the Client, for any non-performance of the essential commitments that are the subject of the Contract. The deadlines for delivery of supplies or performance of the services set out in the Contract are given for information purposes only, without exceeding them giving rise to any compensation or termination of the Contract.

10.3 Client’s Obligations of Collaboration

The Client shall provide as soon as possible all documents and information requested by GXP TRAINING, or which it deems useful for the performance of GXP TRAINING’s services, in order to enable GXP TRANING to carry out its services. The Client is therefore required to inform GXP TRAINING of any legal, regulatory or administrative constraints specific to its activities (including its data). The Client is responsible for the accuracy and completeness of the information it provides to GXP TRAINING. Any information communicated on behalf of the Client must be done so by a person with statutory signing authority or by proxy.

10.4 Acknowledgement of Platform Suitability

The Client expressly declares that it has received all information relating to the capabilities and limitations of the Platform, as well as the technical prerequisites, and that it has ensured that the Platform is suitable for its intended use. The Client also declares that it has verified that its IT environment allows it (and its Authorized Users) to easily access the Platform and its content. The Client accepts that the Platform is open to improvement and that any adaptations or corrections intended to ensure its improvement are covered by GXP TRAINING’s maintenance services.

10.5 Authors’ Responsibility

Authors of the courses available on the Platform (the “Authors”) are independent third parties who are not employed by GXP TRAINING under a contract of employment. Only the Author determines the content of is course(s), possibly in collaboration with third parties. GXP TRAINING therefore cannot guarantee the accuracy of the courses or that they are up to date with the latest laws and regulations. Neither can GXP TRAINING guarantee that the courses content is sufficient to obtain the certifications desired by the Client which are issued by public or private third parties.

10.6 Accreditation Limitations

GXP TRAINING shall provide accurate and up-to-date information regarding accreditation status. While most of the Courses are accredited for Continuing Professional Development (CPD) and Continuing Education Units (CEU), GXP TRAINING cannot guarantee the accreditation status of every Course: accreditation requirements and standards may vary by profession, region and accrediting body, and these may change over time. The Client shall therefore verify and ensure that each Course meets the specific CPD or CEU accreditation criteria applicable to his professional or regulatory requirements prior to enrolling in or completing a Course. The Client shall also regularly consult with its relevant accrediting bodies to confirm that the Courses meet current standards and requirements for CPD or CEU credits. GXP TRAINING shall not be held liable for any courses that do not satisfy the CPD or CEU requirements of the Client’s profession or jurisdiction.

10.7 Exclusion of Liability for Authors

GXP TRAINING assumes no liability for faults, errors, or deficiencies attributable to the Authors of the courses available on the Platform, and shall not be held jointly and severally liable with its Subcontractors for any non-performance, improper performance, or delay in the contractual obligations assumed by them. GXP TRAINING cannot be held responsible for a negative audit by the Client due to the content of the courses. The Client expressly acknowledges that any claim related to damages caused by an author and/or his course(s) must be addressed directly to the concerned author, without engaging the liability of GXP TRAINING. GXP TRAINING shall however provide the Client with the necessary information to exercise this right.

10.8 Limitation of Liability

GXP TRAINING’s liability is limited to direct, personal, foreseeable and certain damage to the Client, excluding indirect, incidental, consequential or special damages, whether such excluded damages are material or immaterial, such as loss of profit, loss of data or damage to the Client’s computer system for example, and this provided that the damage alleged by the Client is proven and not covered by an insurance company.

10.9 Client’s Security Obligations

The Client must maintain the confidentiality of its password and undertakes to promptly inform GXP TRAINING if it becomes aware of any breach of security or unauthorized use of its password. He is also committed to keeping his IT environment up to date and to offering it protection in accordance with the standards applicable in companies similar to his own.

10.10 Financial Cap on Liability

To the extent permitted by law, GXP TRAINING’s maximum aggregate liability for all claims arising out of or in connection with the Contract shall not exceed fifty percent (50%) of the amounts actually paid by Client for the period of the then-current Subscription.

10.11 Claim Submission Deadline

Under penalty of forfeiture with regard to the aggravation of the damage, any claim for compensation must be submitted by the Client within a short period of time from the time when he knew (or should have known) of the event giving rise to liability.

10.12 Scope of Application of Limitations

These limitations, exclusions and disclaimers apply to all claims for damages, whether based on contract or tort (including quasi-delictual liability).

11. FORCE MAJEURE
11.1 Exemption of Liability

GXP TRAINING shall not be liable for its delay or failure in the performance of its obligations if such delay or failure is due to the occurrence of an event beyond its control, which could not reasonably have been foreseen, and the effects of which could not be avoided by reasonable and appropriate measures.

11.2 Events Considered as Force Majeure

In this respect, the following events may be considered as cases of force majeure: a partial or total strike inside or outside one of the Parties, acts of prince, epidemics, lockdowns, nuclear accidents, riots, acts of war or terrorism, exceptional weather conditions, earthquake, fire, storm, flood, water damage, explosion, theft, freezing of computer or telecommunications systems, cyberattack, malicious programs (computer virus, worms, Trojan horses, ransomware, spyware, adware or scareware), etc.

11.3 Obligation of Notification

GXP TRAINING shall immediately notify the Client of the occurrence of such a case of force majeure when it considers that this case is likely to compromise the proper performance of the contractual relations between the Parties.

11.4 Suspension of Contractual Obligations

In the event of the occurrence of such a case of force majeure, the contractual relations will be suspended until the disappearance, extinction or cessation of the case of force majeure. The scheduled deadlines shall be automatically suspended or postponed depending on the duration of the force majeure event.

11.5 Termination in Case of Prolonged Force Majeure

However, if the case of force majeure lasts beyond a period of thirty (30) calendar days, the Parties must contact each other to discuss a possible modification of the terms of their relationship. In the absence of an agreement between the Parties within fifteen (15) calendar days and if the case of force majeure persists, each of the Parties shall have the right to terminate the Services by operation of law, without any compensation being due by either Party, by registered letter sent to the other Party notifying the termination of the relationship.

12. TRANSFER OF RIGHTS AND OBLIGATIONS
12.1 Transfer by GXP TRAINING

GXP TRAINING reserves the right to assign or transfer all or part of its rights or obligations arising from the Agreement.

12.2 Transfer by the Client

The Client may not assign or transfer all or part of its rights or obligations arising from the Agreement, without the prior written consent of GXP TRAINING.

13. GENERAL PROVISIONS
13.1 Notifications and Communication

Unless otherwise specified, all notices made due to or in connection with the Contract will be sent by registered letter or email with acknowledgement of receipt to the addresses listed in the Platform (or, failing that, on the Website or in the Offer). Any such notification sent by registered mail shall be deemed to have been validly communicated upon receipt, and in any event, no later than three (3) working days after sending. Any such notification sent by email with acknowledgement of receipt shall be deemed validly communicated upon receipt of the acknowledgement by the recipient or no later than three (3) business days after sending.

13.2 No Waiver of Rights

Neither Party shall be deemed to have waived any right arising out of the Contract, or any fault or breach committed by another Party, unless such first Party has expressly waived such right in writing and in cases where the Contract provides otherwise. The waiver of any remedy or right whatsoever made by either Party pursuant to the preceding paragraph shall not entail a waiver by that Party of any other right that may arise from the Contract or from a breach or fault of another Party.

13.3 Severability of Contractual Clauses

The fact that any provision of the Contract becomes void, unenforceable, invalid, illegal or unenforceable shall not affect the validity, enforceability, legality or enforceability of the remaining provisions of the Agreement. In this case, the Parties shall negotiate in good faith in order to replace the void, unenforceable, invalid, illegal or unenforceable provision with a lawful provision, corresponding to the spirit and purpose of these Contract and under equivalent or economically comparable terms and conditions. In the absence of an agreement between the Parties, the null, unenforceable, null and void, illegal or unenforceable provision shall be replaced by the judge by a clause corresponding to the spirit and purpose of the Contract and according to equivalent or economically comparable terms and conditions.

13.4 Waiver of Unforeseeability

The Parties waive their right to invoke unforeseeability within the meaning of article 5.74 of the Belgian Civil Code.

14. CHOICE OF COURT AND APPLICABLE LAW
14.1 Applicable Law

The Contract shall be governed exclusively by Belgian law, except with regard to the rules of Belgian private international law where their application would subject the Contract to other legislation.

14.2 Jurisdiction in Case of Dispute

In the event of a dispute, in the absence of conciliation between the Parties, only the (French-speaking) courts and tribunals within the jurisdiction of GXP TRAINING’s registered offices shall have jurisdiction for any dispute concerning the Contract, including its validity, interpretation, execution or termination for any reason or for any reason whatsoever.