General terms and conditions : subscription to an Internet service

1. EXPOSE

Odile Jacob Multimedia, editor of educational digital products and services, proposes a full range of resources in the form of services available on line to persons having acquired user’s rights via the Internet.

2. DEFINITIONS

Subscription : contract binding the purchasing institution to Odile Jacob Multimedia and conferring a right of access and individual use to one or more pre-determined resources for a set period of time, these terms being specified on the order form signed by the purchasing institution.
Institution : any state or private secondary school, teacher’s training institution or institution belonging to the state-supported educational-resource network.
Material : any equipment or arrangement with which the user can access and use the resources, including local information networks, intranet and extranet.
Distribution platform : equipment allowing the institutions to access the resources.
Resource : any product distributed on line by Odile Jacob Multimedia. In addition, and in the event, auxiliary products or resources for these resources can be distributed on concrete physical supports.
User : any pupil or teacher enrolled in the institution and for whom the institution has acquired user’s rights to the resources.

3. APPLICATION

The current general sales terms and conditions are applicable to any resource sold by Odile Jacob Multimedia. Complementary to any specific conditions for a particular order, they are entirely applicable for any order between Odile Jacob Multimedia and the purchaser, whatever the delivery address. No derogation to the present conditions will be admitted without a specific prior agreement from Odile Jacob Multimedia. The purchaser acknowledges having read and accepted these general sales terms and conditions when ordering. Any term or condition contrary to the present general sales terms and conditions established by the purchaser in their general purchasing terms and conditions or in any other document will not be opposable to Odile Jacob Multimedia, at whatever time they may be brought to their knowledge, with the exception of those appearing in a specific agreement between the purchaser and Odile Jacob Multimedia. The fact that Odile Jacob Multimedia does not avail itself at a given time of one of the present general sales terms and conditions may not be interpreted as renunciation of any of the said terms and conditions to be prevailed upon at a later date. If one of the clauses of the present general terms and conditions were in contradiction with the law, this clause only, and not the entire set of terms and conditions, would be voided.

4. ORDERS AND EXECUTION

Any order from Odile Jacob Multimedia is considered firm and definitive upon reception of the order form by Odile Jacob Multimedia. The availability of the resources remains the responsibility of Odile Jacob Multimedia. By these conditions, in case of unavailability, Odile Jacob Multimedia is authorised to allow partial or subsequent deliveries. Odile Jacob Multimedia is also authorised, if the need arises, to deliver auxiliary resources on a physical support. Whatever the case, delivery within the specified deadline can only take place if the institution is up to date in its payments to Odile Jacob Multimedia, for whatever reason. Odile Jacob Multimedia reserves the right, for the sale of certain products requiring a dispensatory tax clause, to require production of any and all documents necessary to justify such a dispensation. The purchasing institution will bear all responsibility for the validity and authenticity of the documents provided.

TERMS OF ORDERING

The basic principle is payment of a user’s fee authorising use of the resources for a specified length of time.
Length of time : unless otherwise stated on the order form, the subscription goes into effect on the delivery date and comes to an end one year later.
Tariff base : the price indicated is a fee per pupil and per year, unless there is a clause stating otherwise in an agreement signed expressly by both the purchaser and Odile Jacob Multimedia. By default, this price includes home use by pupils equipped with portable computers. Unless otherwise stated, it also includes use by the teacher, in the institution or at the teacher’s place of residence.
Minimum Threshold : for each of the resources, a minimum threshold for ordering is indicated: by class, grade level or institution.
- class : the institution must declare a number of user-pupils corresponding at least to the number enrolled in one of the concerned classes. If several classes are concerned, the institution must declare the total number of pupils for whom this resource is intended.
- grade level : the institution must declare a number of user-pupils corresponding at least to the number enrolled in Year 9. If pupils from other levels are also concerned by this application, the institution must declare the total number of pupils for whom this resource is intended.
Right to use : only those pupils and teachers for whom the user’s fee for a resource has been paid have the right to use the resource in question.

5. PRICE

Unless otherwise stipulated in an expressly signed agreement, subscriptions are concluded at the price rate indicated on the Odile Jacob Multimedia price sheet effective upon reception of the order. Price rates are VAT and any other taxes included. They do not include any possible Internet access subscription fees or the cost of telephone service. Prices are modifiable without warning. Modification of the rates does not affect current subscriptions.

6. OPENING AN ACCOUNT – TERMS OF PAYMENT

6.1 Opening an Account
Unless otherwise stipulated in an expressly signed agreement, any new purchasing institution must transmit to Odile Jacob Multimedia a completed order form signed by the said purchasing institution. The client’s account will be opened upon approval by Odile Jacob Multimedia.
6.2 Terms of payment
Subscriptions are payable upon reception of the invoice in euros by bank transfer or administrative order, remittance does not constitute a derogation of this clause. Pre-payment does not confer a discount. For institutions with a deposit account in our books, invoices are payable thirty 30 days after the end of the month of the invoice date.
6.3 Delays in payment
Any sum which is unpaid by the due date appearing on the invoice will lead to the application of late fees of a value equal to one-and-a-half times the legal interest rate, increased by 50 %, with a minimum flat fee of 107 Euros. These fees go into effect, after injunction of the purchaser, running from the payment date appearing on the invoice until full payment. Any invoice collected by the legal department will be increased by virtue of the non-reducible penalty clause, as per article 1229 of the French civil code, by a flat fee of 15% of the total. Payments can not under any conditions be suspended, nor be the object of any kind of suspension, without prior written agreement from Odile Jacob Multimedia. Any partial payment will be imputed first to the sums previously due.
Without excluding any other form of action, non-respect of a commitment to these rules will lead, unless the sums are regularised within 8 days following reception of an injunction, to suspension of any current order, and blocking in view of closing the purchasing institution’s account, and immediate payability by rights of any unpaid sum.

7. TERMS OF DELIVERY

7.1 Terms
The availability of resources through the means of an access code that will be communicated to the institution goes into effect as of payment by the institution.
7.2 Delivery dates
For auxiliary products on a support requiring physical delivery, the delivery dates indicated by Odile Jacob Multimedia are given for information only. No indemnity will be granted to a purchasing institution in the case of a missed delivery date, and no order may be cancelled without specific agreement from Odile Jacob Multimedia.
7.3 Transfer of risk
For auxiliary products on a support requiring physical delivery, transfer of risk intervenes on the delivery date as defined in point 7.1. Consequently, the availability of services is exclusively at the recipient’s risk.
7.4 Product Reception
Without prejudicing the measures to be taken towards access providers, in application of article L 133-3 of the French code of trade, any reservations regarding provision of resources or refusal of provision of resources by the purchasing institution for damage, shortage or non-conformity must be formulated precisely and in writing. It will be the purchasing institution’s responsibility to justify the reality of the declared anomalies. A detailed complaint should be addressed to Odile Jacob Multimedia (to the account officer in charge of the account in question) by registered mail with return receipt requested, within a period of no more than 7 days following the opening of the service. A purchasing institution’s refusal of resources upon delivery will be considered improper if the said institution can not justify the reality of the anomalies put forward in writing. In case of improper refusal, Odile Jacob Multimedia can claim a penalty equal to the sum of the order from the purchasing institution.

8. TERMS OF GUARANTEE

Products sold by Odile Jacob Multimedia are guaranteed by the publishers in the conditions communicated to any institution that requests them. To benefit from this guarantee, the purchasing institution should immediately inform Odile Jacob Multimedia in writing about the alleged disturbances. Odile Jacob Multimedia can not be held responsible for compensation for immaterial damages such as loss of production, opportunity, data, or financial, commercial or other prejudice that could be construed as a direct or indirect consequence of damages suffered because of using the service or malfunctioning of the service.

9. RESPONSABILITY - RESORT

Odile Jacob Multimedia does its utmost to ensure, to the best of its capacities, permanent access to the resources for any purchasing institution and any user who is up-to-date in their user’s fees, and in particular the proper functioning of the distribution platform. Odile Jacob Multimedia can not, however, be held responsible towards purchasing institutions for any malfunction of resources caused by a malfunction of the Internet or the purchasing institution’s service provider. Proper function of material and equipment used to access the resources and use the merchandise delivered remains the responsibility of the purchasing institution.

10. INTELLECTUAL PROPERTY RIGHTS – INCORPORAL RIGHTS

The right to use resources is accorded to the purchasing institution only for the users and the uses specifically stated on the order form. Any other use, in particular allowing access to unauthorised users, including members of the purchasing institution’s community, is strictly forbidden. The purchaser is reminded that, in conformance with the provisions expressed in the Intellectual Property Code, the offender is liable to penal and civil penalties for counterfeiting. Violating these measures can lead to cancelling all orders, which does not eliminate the possibility of taking legal action. Odile Jacob Multimedia encourages heads of institutions, supervisors and teachers to promote use of educational resources that respects intellectual property. All users are bound to respect the general use terms and conditions for each resource they access through via the Odile Jacob Multimedia distribution platform.

11. RETURNS

Access to resources, including those delivered on physical supports, is binding, with no clause for exchange or refund. Odile Jacob Multimedia provides the possibility of free access to test all the resources distributed and appearing in its on-line catalogue.

12. INFORMATION FILES AND FREEDOM – NAMED DATA

Odile Jacob Multimedia’s vocation is not to collect or use named data other than that which is strictly required for providing its services ; it formally commits to not transmitting such data to a third party except insofar as it is legally obligated to do so. However, in respect of French Law n° 78-17 of 6 January, 1978, any person for whom named data has been collected has a right to access and modify this data, a right which can be exercised by mail.

13. ATTRIBUTING APPLICABLE JURIDICTION AND LAW

It is expressly stipulated that, having exhausted all measures of amicable recourse, jurisdiction is granted to the competent Tribunals in Paris, France for any dispute that could arise between the parties, even in the case of interim proceedings, disagreement over attribution of responsibility or a plurality of defendants, with application of French law. The customer recognises having read and accepted without reservation Odile Jacob Multimedia’s general terms and conditions as reproduced above.

14. MODIFICATIONS AND COORDINATES

The present general sales and use terms and conditions can be modified without warning by Odile Jacob Multimedia.

15. ACCEPTANCE

The purchasing institution recognises having read the present general sales and use terms and conditions, and being bound to respect the terms herein.