General Terms of Sale

Preamble

These General Terms of Sale (hereinafter "TOS") constitute the sole basis of the commercial relationship between the company ASEOWEB, a SARL with a share capital of 37 €, headquartered at La Fosse Courtin, 41100 Mazangé, France, registered with the Trade and Companies Register under the SIRET number 501 865 984 00014, represented by its manager Vincent SOYSOUVANH (hereinafter "the Publisher" or "ASEOWEB"), and any natural or legal person purchasing or subscribing to any paid service offered on the Skillwaker platform, accessible at https://skillwaker.com and its subdomains (hereinafter "the Client" or "the User").

Skillwaker is a gamified e-learning platform (Gaming as a Service, GaaS) based on role-playing game (RPG) mechanics, offering learning paths in IT, management, marketing, human resources, cybersecurity, and data.

1. Scope and Enforceability

1.1 Persons concerned

These TOS apply to any order or subscription of a paid service made by:

• Any natural person of legal age (or minor duly authorized by their legal representative) residing in France or abroad;
• Any legal entity (company, association, local authority, etc.) acting through a legally authorized representative.

1.2 Services concerned

These TOS exclusively govern the sale of the following paid services:

• The "Awakened" subscription (monthly or annual plan) providing access to Skillwaker's premium features;
• The "Apprentice" subscription (monthly or annual plan) at a reduced rate, reserved for students and job seekers, providing access to the same premium features as the Awakened subscription;
• Enterprise licenses intended for organizations, governed by a specific contract complementary to these TOS;
• Any other paid service subsequently offered on the platform.

Free services ("Novice" account) are exclusively subject to the General Terms of Use (TOU) available at https://skillwaker.com/en/tos.

1.3 Enforceability and primacy

These TOS are deemed known and unconditionally accepted by the Client as soon as they proceed with any subscription or purchase. They are accessible at any time on the Site and shall prevail over any other contractual document issued by the Client, unless expressly agreed otherwise in writing and signed by ASEOWEB.

1.4 Modification

ASEOWEB reserves the right to modify these TOS at any time. The applicable version is the one in force on the day of subscription or renewal. The Client will be informed of any substantial modification via our internal messaging system or via an announcement on the platform. Maintaining the subscription beyond a period of thirty (30) days following the notification shall constitute tacit acceptance of the new TOS.

2. Definitions

The terms below shall have the following meanings in these TOS:

ASEOWEB / Publisher

SARL managed by Vincent SOYSOUVANH, publisher of the Skillwaker platform, whose SIRET is 501 865 984 00014.

Skillwaker / Platform

The entire service accessible via skillwaker.com and its subdomains.

Client / User

Any natural or legal person having subscribed to a paid service.

Awakened Subscription

Paid access plan to Skillwaker's premium features, at the standard rate.

Apprentice Subscription

Paid access plan to Skillwaker's premium features, at a reduced rate, reserved for students and job seekers. Provides access to the same features as the Awakened subscription. Verification of eligibility status may be requested at any time by ASEOWEB.

Guild License

B2B plan intended for companies or organizations.

Account

The Member's personal space accessible via their credentials.

Premium Content

All educational resources, quizzes, SRS algorithm, advanced features, and exclusive benefits accessible via the Awakened/Apprentice subscription.

Subscription period

Duration covered by a payment: one (1) month or twelve (12) calendar months.

Automatic renewal

Automatic renewal of the subscription upon expiration, unless previously terminated by the Client.

Stancer

Third-party secure payment provider used by ASEOWEB for transaction processing.

Force majeure

Any unforeseeable, irresistible event beyond the control of the parties within the meaning of Article 1218 of the French Civil Code.

3. Offers, Pricing, and Rate Conditions

3.1 Description of offers

The Skillwaker platform offers the following plans:

3.2 Prices and taxes

All prices displayed on the platform are expressed in euros (€) all taxes included (inc. TAX), including the VAT applicable at the current rate. ASEOWEB reserves the right to modify its prices at any time. Any price modification will be applicable:

• To new subscriptions: immediately, on the day of subscription;
• To ongoing subscriptions: at the next renewal, after prior notification to the Client within a period of thirty (30) days. A Client who does not wish to benefit from the new pricing must terminate their subscription before the effective date of the modification.

4. Subscription and Contract Formation

4.1 Subscription process

Subscription to a paid plan is carried out exclusively online, on the Skillwaker platform. It involves the following steps:

• Creating or logging into a Member Account;
• Selecting the subscription plan (monthly or annual);
• Entering bank details on the secure interface of the payment provider Stancer;
• Validating these TOS by checking the box provided for this purpose – constituting express acceptance;
• Expressly waiving the right of withdrawal, by checking a dedicated box (see Article 9);
• Clicking the order confirmation button.

4.2 Contract formation

The contract is formed and the order definitively registered at the date and time of the subscription's validation by the Client (payment confirmation).

4.3 Proof of transaction

The data recorded in the IT systems of ASEOWEB and Stancer constitute proof of all transactions concluded with the Client. In the event of a dispute, electronic records will be binding between the parties, in accordance with Article 1366 of the French Civil Code.

4.4 Eligibility conditions

To subscribe to a paid plan, the Client must:

• Be a natural person of legal age or a legally constituted legal entity;
• Have a valid Member Account on Skillwaker;
• Hold a valid payment method accepted by Stancer;
• Unconditionally accept these TOS and the service's TOU.

5. Payment Terms

5.1 Payment provider

Payments are processed exclusively by Stancer, an authorized payment service provider. ASEOWEB does not directly collect, store, or process the Client's banking data. All transactions are secured by the TLS 1.3 protocol and the 3D Secure mechanism.

5.2 Accepted payment methods

Accepted payment methods are those offered by Stancer, notably: bank cards (Visa, Mastercard, Carte Bleue). The list of available payment methods may evolve. ASEOWEB does not guarantee the permanent availability of all payment methods.

5.3 Due date

Payment is due at the time of subscription for the first Subscription period, then automatically at each renewal. The Client expressly authorizes ASEOWEB, via Stancer, to recurrently debit the subscription amount from the registered payment method.

5.4 Payment failure

In the event of an automatic debit failure during the subscription renewal (expired card, insufficient funds, opposition, etc.), the paid subscription is immediately canceled.

• The Client is notified of the debit failure;
• Access to premium features is instantly revoked;
• The Client's Account is automatically downgraded to the free "Novice" plan;
• No new debit attempt will be made. To regain their benefits, the Client must manually subscribe to a new plan.

ASEOWEB cannot be held liable for any bank fees or penalties that may be applied by the Client's banking institution in connection with a debit failure or dispute.

5.5 Transaction security

The Client guarantees that they are the holder of the payment method used and that they have the necessary authorizations to use it. Any fraudulent use of a payment method belonging to a third party incurs the sole responsibility of the Client.

5.6 Invoicing

An electronic invoice is generated and made available to the Client in their personal space after each debit. The Client accepts electronic invoicing as the exclusive invoicing method.

6. Subscription Duration and Automatic Renewal

6.1 Initial duration

The Awakened and Apprentice subscriptions are taken out for an initial duration of one (1) month (monthly plan) or twelve (12) months (annual plan), starting from the date of effective subscription.

6.2 Automatic renewal – General principle

At the end of each Subscription period, the subscription is automatically renewed for a new identical Period, according to the rate applicable on the day of renewal, unless previously terminated by the Client under the conditions provided for in Article 7.

6.3 Prior notification (annual subscriptions – Chatel Law)

In accordance with Article L.215-1 of the French Consumer Code (Chatel Law), for annual subscriptions:

• ASEOWEB will inform the Client of the automatic renewal date of their annual subscription, at the earliest three (3) months and at the latest one (1) month before the renewal date;
• This notification will recall the Client's possibility not to renew their subscription and the modalities for doing so;
• If the notification is sent outside this period, the Client will have the right to terminate their subscription at any time after renewal, free of charge, and will obtain a prorated refund of the amounts collected for the remaining duration.

6.4 Price modification upon renewal

In the event of a modification to the applicable rate before a renewal, ASEOWEB will inform the Client at least thirty (30) days before the renewal date. If the Client does not wish to benefit from the new rate, they must terminate their subscription before the renewal date according to the modalities of Article 7.

7. Termination and Cancellation of Subscription

7.1 Termination initiated by the Client

The Client may terminate their subscription at any time from their personal Account space (section "Settings" > "Subscription"). Termination takes effect at the end of the current paid Subscription period, under the following terms:

7.2 Termination for fault by ASEOWEB

ASEOWEB reserves the right to immediately suspend or terminate a Client's subscription without notice, and without any refund, in the event of:

• Violation of these TOS or the General Terms of Use;
• Fraudulent use of the Service or the payment method;
• Behavior infringing upon the rights of ASEOWEB, third parties, or the integrity of the platform;
• Attempted reverse engineering, security circumvention, or automated data extraction;
• Non-payment or payment failure not rectified in a timely manner;
• Provision of false information during registration;
• Any other behavior contrary to applicable laws and regulations.

Termination for fault does not give rise to any refund. ASEOWEB reserves the right to initiate any legal action to seek compensation for the damage suffered.

7.3 Termination initiated by ASEOWEB for a legitimate reason

Outside of fault cases, ASEOWEB reserves the right to terminate a subscription for a legitimate reason (cessation of activity, substantial modification of the business model, judicial decision, etc.), subject to thirty (30) days' notice. In this case, ASEOWEB will issue a prorated refund of the amounts collected for the unused period.

8. Refund Policy

8.1 Summary table of the refund policy

8.2 Refund request modalities

Any refund request must be addressed to ASEOWEB via the contact form, specifying:

• The first and last name, or company name, of the Account holder;
• The email address of the concerned Account;
• The date and amount of the disputed debit;
• The detailed reason for the request;
• Any useful supporting document (screenshot, renewal confirmation, etc.).

ASEOWEB commits to acknowledging receipt of the request within forty-eight (48) business hours and to providing a reasoned response within a maximum of fifteen (15) business days.

8.3 Modalities of effective refund

If a refund is granted, it will be made:

• Using the same payment method as the one used during subscription (bank card via Stancer);
• Within a maximum of fourteen (14) business days from the refund decision;
• Net of any processing fees, unless legally provided otherwise.

9. Right of Withdrawal and Waiver

9.1 Legal principle

In principle, the consumer benefits from a fourteen (14) day right of withdrawal from the conclusion of the contract for distance contracts (Article L.221-18 of the French Consumer Code). However, this right is excluded for digital content not supplied on a tangible medium, the performance of which has begun with the consumer's prior express consent and after express waiver of their right of withdrawal, in accordance with Article L.221-28, 13° of the French Consumer Code.

9.2 Waiver mechanism

When subscribing to a paid plan, the Client is expressly asked to check a box confirming:

• That they expressly and immediately request the execution of the contract (access to premium digital content upon payment validation);
• That they acknowledge and accept losing their fourteen (14) day right of withdrawal due to this immediate execution.

9.3 Proof of waiver

The date and time of subscription, associated with the Client's unique Account identifier, constitute irrefutable proof of the Client's express consent to waive their right of withdrawal. These data are stored in ASEOWEB's information systems and may be produced in the event of a dispute.

10. Intellectual Property

The general structure of the Platform, as well as all of its Content (algorithms, courses, quizzes, data, etc.), constitute the exclusive intellectual property of ASEOWEB.

The exhaustive rules governing intellectual property, the limited user license granted to the Client, the strict prohibitions (including the prohibition of any data extraction or reverse engineering), and the civil and criminal penalties applicable in case of infringement, are defined in Article 8 of the General Terms of Use (TOU).

The Client commits to respecting all of these provisions when using their subscription.

11. Liability

All rules relating to ASEOWEB's obligations, warranty limitations, liability exclusions (notably for indirect damages), and the educational warranty are exhaustively defined in Article 12 of the General Terms of Use (TOU).

The same applies to the financial cap on liability in the event of a dispute, limited to the amount of sums actually received by ASEOWEB from the Client during the six (6) months preceding the event generating liability, as outlined by Article 12.3 of the TOU.

These provisions fully and automatically apply within the framework of these General Terms of Sale.

12. Force Majeure

Neither party shall be held liable for the non-performance or delay in the performance of its contractual obligations if such non-performance results from a case of force majeure within the meaning of Article 1218 of the French Civil Code.

Cases of force majeure notably include: natural disasters, pandemics, acts of war or terrorism, general strikes, governmental or regulatory decisions, widespread network or Internet infrastructure outages, large-scale cyberattacks, or any other event presenting the characteristics of unpredictability, irresistibility, and externality required by jurisprudence.

In the event of force majeure, the concerned party must notify the other party as soon as possible. Obligations are suspended for the duration of the event. If the event lasts beyond thirty (30) days, either party may terminate the contract without compensation, subject to a prorated refund of the sums received for services not provided due to force majeure.

13. Personal Data Protection

In the context of the execution of these General Terms of Sale (management of subscriptions, invoicing, and secure payment processing via our partner Stancer), ASEOWEB is required to collect and process the Client's personal data.

All rules governing this processing — including the purposes, the exclusive intervention of our authorized payment provider (PCI-DSS standards), the specific security measures, and the exhaustive exercise of the Client's legal rights (GDPR) — are defined in detail within our Privacy Policy, a contractual document complementary to these TOS.

The Client's acceptance of these TOS constitutes acceptance of the entire Privacy Policy.

14. Indemnification Clause

The Client agrees to indemnify, defend, and hold harmless ASEOWEB, its representatives, managers, employees, partners, and subcontractors, from and against any claim, legal action, demand for compensation, cost, and expense (including attorneys' fees) resulting from or related to:

• The violation of these TOS or the TOU by the Client;
• The violation by the Client of any third-party right, including intellectual property rights;
• The use of the Service by the Client or any person accessing the Service via their Account;
• Any content submitted or published by the Client on the platform;
• Any unlawful, fraudulent, or negligent act committed by the Client.

15. Miscellaneous Provisions

15.1 Entire agreement

These TOS, combined with the TOU and the Privacy Policy, constitute the entire agreement between the Client and ASEOWEB regarding their subject matter and supersede any prior agreement, written or oral, relating to the same subject matter.

15.2 Severability

If any provision of these TOS is found to be void, unlawful, or unenforceable, such invalidity, illegality, or unenforceability shall not affect the other provisions which shall remain in full force and effect to the extent permitted by applicable law. ASEOWEB commits to replacing the invalid provision with a valid provision that closely approximates it economically.

15.3 Non-waiver

The failure of ASEOWEB to enforce any breach by the Client of any of its obligations shall not be construed as a waiver to subsequently enforce such an obligation or any similar obligation. Any tolerance granted by ASEOWEB does not constitute an acquired right for the Client.

15.4 Assignment

The Client may not assign all or part of their rights and obligations under these TOS without the prior written consent of ASEOWEB. ASEOWEB reserves the right to assign these TOS to any third party, notably in the context of a merger, acquisition, or sale of assets, without this modifying the Client's rights and obligations.

15.5 Consumer mediation

In accordance with Articles L.616-1 and R.616-1 of the French Consumer Code, ASEOWEB offers a consumer mediation scheme. The Client may resort to any competent consumer mediator, after having previously sent a written complaint to ASEOWEB via the contact form. The list of mediators is available on the website https://www.economie.gouv.fr/mediation-conso.

16. Applicable Law and Jurisdiction

16.1 Applicable law

These TOS are subject to French law, to the exclusion of any other law and any international convention likely to apply.

16.2 Amicable settlement of disputes

In the event of a dispute relating to the interpretation, execution, or termination of these TOS, the parties agree to seek an amicable solution within a period of thirty (30) days from the notification of the dispute by the most diligent party.

16.3 Consumer mediation

Failing an amicable resolution, and in accordance with Directive 2013/11/EU transposed into French law, any consumer may freely use the consumer mediator. The European online dispute resolution platform is accessible at: https://ec.europa.eu/consumers/odr/

16.4 Competent jurisdiction

Failing an amicable resolution or mediation, any dispute will be submitted to the exclusive jurisdiction of the competent courts in the jurisdiction of Blois (Loir-et-Cher, France), notwithstanding multiple defendants or introduction of third parties.

17. Contact and Complaints

For any question relating to these TOS, a subscription, a payment, or a complaint, the Client can contact ASEOWEB via:

Appendix – Mandatory Informative Notices

Information regarding the right of withdrawal

In accordance with Article L.221-28, 13° of the French Consumer Code:

The right of withdrawal cannot be exercised for contracts for the supply of digital content not supplied on a tangible medium, the performance of which has begun after the consumer's prior express consent and express waiver of their right of withdrawal.

Information regarding automatic renewal

In accordance with Article L.215-1 of the French Consumer Code (Chatel Law):

For annual subscriptions, ASEOWEB will inform the Client of the automatic renewal of their subscription at the earliest three (3) months and at the latest one (1) month before the renewal date. Failing notification within this period, the Client may terminate the subscription at any time after renewal, free of charge, and obtain a prorated refund of the sums paid for the remaining subscription period from the date of termination.

Information regarding mediation

In accordance with Article R.616-1 of the French Consumer Code, ASEOWEB is required to communicate the contact details of the mediator to which it reports. The Client may apply to any competent consumer mediator registered on the list of mediators established by the Consumer Mediation Evaluation and Control Commission.