P’OP General Terms and Conditions of Sale

These general terms and conditions (the “General Terms and Conditions“) are concluded between, on the one hand, the limited liability company TEMP’OPERANDI S.à r.l., registered with the Luxembourg Trade and Companies Register under number B209650 (hereinafter referred to as “P’OP“) and, on the other hand, by any natural or legal person subscribing to services from P’OP (hereinafter referred to as the “Client“).

ARTICLE 1: PURPOSE

1.1. The General Terms and Conditions aim to define the contractual relationship between P’OP and the Client (hereinafter referred to as the “Contract“), as well as the conditions applicable to any quote submitted by P’OP. They shall prevail over all other general or special conditions not expressly accepted by P’OP.

1.2. Acceptance of a quote, if one is issued by P’OP, constitutes formalization of the Contract and acceptance of the General Terms and Conditions. Subscription to a testing tool also constitutes acceptance of the General Terms and Conditions.

1.3. P’OP offers services (the “Services“) intended for the education sector and businesses. The Services subscribed to by the Client, potentially based on a quote, are covered by the Contract.

Services for the education sector are detailed in Article 2. Services for businesses are detailed in Article 3.

ARTICLE 2: SERVICES FOR THE EDUCATION SECTOR

2.1. COACHING FOR STUDENTS

2.1.1. P’OP assists students struggling academically by offering them personalized coaching to prepare them for the corporate world that awaits them.

P’OP offers students at risk of dropping out the opportunity to reconnect with success through personalized support courses aimed at enabling them to draw upon their own resources.

2.1.2. This coaching takes place in four stages:

First stage: Assess and profile

Through its online talent test, S-TALENT (as defined below), the student receives a profiling of their multiple intelligences, as well as their study method(s) and preferred memorization channels.

During a 1-hour meeting with the pupil or student, P’OP listens to them, understands their difficulties, discovers their strengths, and provides them with an analysis of talent combinations.

Second stage: Developing their time management

P’OP presents effective tools for time management to the student.

This involves defining a consistent schedule with the student that meets their objectives for the year and incorporates the stages of long-term memorization.

Third stage: Building their study method

P’OP supports the student in a better way of learning, through the method(s) adapted to their profile and revealed by S-TALENT.

Fourth stage: Support

P’OP provides regular and personalized follow-up with the student until their personal deadline, such as, for example, end-of-term exams, those concluding a quadmester, or the completion of a thesis.

2.2. SUPPORT FOR TEACHERS AND SCHOOLS

2.2.1. P’OP works with teachers lacking inspiration by offering them support that will enable them to energize their classes and build connections with their students.

2.2.2. P’OP also helps schools to introduce new dynamics within their teaching teams.

2.2.3. This support takes the form of state-recognized training courses.

2.2.4. Specifically, the support offered by P’OP in this context unfolds in 4 phases:

Phase 1: RE)DEFINING THE SCHOOL’S CULTURE AND CHALLENGES – half-day workshop with management

P’OP listens and immerses itself in the school’s specificities and establishes a precise and confidential assessment.

Phase 2: ASSESS – half-day workshop with the teaching team

After concretely presenting its method, P’OP seeks to gather insights from the field in order to identify the diversity of the teaching team in terms of seniority, expectations, frustrations, fears, motivation to get involved, and tools used.

Phase 3: TRAIN – full-day workshop with the teaching team

P’OP will facilitate three workshops to help teachers co-construct new learning solutions.

Workshop 1: How to build my course? What are my transmission frequencies as a knowledge provider? P’OP invites teachers to re-recognize their multiple intelligences via B-TALENT (as defined below). The goal is to capture students’ attention and motivation.

Workshop 2: How to identify students’ reception frequencies to increase their attention and information retention. P’OP proposes profiling the class’s multiple intelligences via S-TALENT.

Workshop 3: How to evolve as a teacher?

Phase 4: SUSTAIN – monthly meetings

P’OP will provide regular follow-up to understand the difficulties encountered by teachers and offer potential solutions.

The objective of this follow-up is to sustain the changes initiated.

2.3. THE P’OP STUDENT TALENT – “S-TALENT”

2.3.1. P’OP has designed a multiple intelligence testing tool for the education sector (hereinafter “S-TALENT“).

Intended for students and/or teachers, S-TALENT aims to allow the user to test themselves directly online to discover the learning method that suits them in order to progress in the best direction.

2.3.2. This test is available in electronic form. It is available upon request to P’OP by email at “contact@p-op.lu”.

2.3.3. Subscription to S-TALENT is subject to the user’s acceptance of the ad hoc terms of use. The general terms of use are also enforceable against the Client.

ARTICLE 3: SERVICES FOR BUSINESSES

3.1. P’OP TALENT TESTING – “B-TALENT”

3.1.1. P’OP has designed a talent testing tool for businesses or for individuals undergoing professional retraining or reorientation.

This “B-TALENT” test aims to decode multiple intelligences and target the user’s professional, personal, and generational potential.

3.1.2. B-TALENT is available upon request to P’OP by email at “contact@p-op.lu”.

3.1.3. Subscription to B-TALENT includes:

3.1.4. Subscription to B-TALENT is subject to the user’s acceptance of the ad hoc terms of use. The general terms of use are also enforceable against the Client.

3.2.1. The P’OP BUSINESS TALENT package is intended for businesses. This package includes at least 4 B-TALENT tests (which are conducted according to the terms described above in clauses 3.1.3 and 3.1.4), as well as analysis services with the CEO/HRD as described below in clause 3.2.2.

3.2.2. Based on the results from the B-TALENT tests, P’OP provides the Client with the following services:

ARTICLE 4: PRICES AND RATES

4.1. The prices of the Services are indicated exclusive of VAT and appear in any quote provided to the Client, otherwise in P’OP’s price list available upon request. P’OP reserves the right to unilaterally modify the prices listed in the price list. If applicable, the Services will be invoiced based on the rate in effect at the time of subscription.

4.2. Certain prices announced in the quote are calculated based on the working time that P’OP estimates necessary to perform the Services, taking into account the information available to it at the time the quote was prepared. If applicable, the estimated working time is mentioned in the quote submitted to the Client.

4.3. The quote is an estimate. Consequently, P’OP reserves the right to invoice for additional services rendered, according to the rates indicated in the quote, in the event of an overrun of the estimated working time. The same shall apply to the execution of additional work not provided for in the initial quote.

4.4. P’OP reserves the right to unilaterally adjust its prices in the event of an adjustment to the Luxembourg sliding scale of wages for all services provided after the legal effective date of the adjustment, and to the extent of the scale’s variation.

ARTICLE 5: PAYMENT TERMS

5.1. GENERAL

5.1.1. Invoicing and payment will be carried out under the conditions set out in this article, unless otherwise stated in the quote, license agreement, or applicable general terms of use.

5.1.2. P’OP invoices are payable within 15 days of their date, in full, without discount.

5.1.3. In case of late payment, late payment interest, as provided by law, including, where applicable, the amended law of April 18, 2004, relating to payment deadlines and late payment interest, will be applied from the due date of the invoice in question.

5.3. TESTS

5.3.1. The S-TALENT and B-TALENT tests are payable before use, to P’OP’s bank account IBAN: LU94 0030 3897 2008 0000 with Banque BGL BNP PARIBAS of TEMP’OPERANDI SARL.

5.3.2. Upon Certification, the Participant will be granted, at no additional cost, access to 5 (five) online Tests which they may use in their coaching activity. P’OP will assist the Participant in analyzing the results of these first 5 tests.

Furthermore, the Participant will also have the option to order Tests (B-TALENT or S-TALENT depending on the subject of the Training) as a package. P’OP will invoice the Participant for the B-TALENT test at a rate of €50/unit (+VAT).

Ordered packages must be paid upon order to P’OP’s bank account IBAN: LU94 0030 3897 2008 0000 with Banque BGL BNP PARIBAS of TEMP’OPERANDI SARL.

In case of non-payment, P’OP reserves the right to deny the Participant access to the tests.

ARTICLE 6: DURATION

6.1. The duration of the Contract corresponds to the period required for P’OP to complete the Services, depending on the Client’s needs and specificities, subject to the exceptions referred to in this article.

The duration of S-TALENT and B-TALENT corresponds to that provided, where applicable, within their respective general terms of use.

6.2. The Contract may be terminated extrajudicially with immediate effect by P’OP at the Client’s fault, in the event of a breach by the Client or the user (if different) of one or more of their contractual obligations, without prejudice to compensation for the damage caused to P’OP by such breach(es). Such termination may only be notified if the Client has been previously formally requested to fulfill its obligations, where such fulfillment is still possible, and if, within 8 days of receiving this formal request, the Client has not remedied the situation.

6.3. Should the Client be declared bankrupt or subjected to any other collective or liquidation proceedings, P’OP may proceed with the extrajudicial termination of the Contract with immediate effect without having to provide any notice, compensation, or additional justification, via registered letter with acknowledgment of receipt to be sent to the Client’s domicile or registered office.

ARTICLE 7: LIABILITY

7.1. Each party undertakes to do its utmost to ensure that the mission entrusted to P’OP is successful and that the objectives set are achieved, it being understood that P’OP is, regardless of the Service, subject only to an obligation of means.

7.2. S-TALENT and B-TALENT are testing tools; they do not constitute a diagnosis or a medical or psychological diagnostic prediction. The test results are indicative and probabilistic in nature.

7.4. P’OP cannot be held responsible if the execution of the Contract cannot be completed, in whole or in part, due to causes beyond its control, including, but not limited to, cases of war, riot, insurrection, strike, lockout, shortage, fire, earthquake, storm, flood, or, for services intended for businesses, the explicit or implicit refusal of one or more participant(s) to actively take part in workshops, tests, or evaluations.

7.5. Except in cases of intentional fault, P’OP’s total liability is always capped at the price paid by the Client for the Services that gave rise to the claim of liability.

ARTICLE 8: CONFIDENTIALITY

P’OP guarantees the confidentiality of information collected during its intervention and will therefore never communicate this information to third parties, subject, however, to communications ordered by judicial or administrative means or those authorized by the Client or the user (if different) (including through the General Terms and Conditions).

The user of P’OP’s Services and the Client (if different) are prohibited from communicating to third parties the documentation provided by P’OP (including the test questionnaires developed by P’OP), as well as the content and terms of the services provided to them by P’OP, unless with prior written authorization from P’OP.

This clause shall survive the expiration of the Contract, for any reason whatsoever.

ARTICLE 9: INTELLECTUAL PROPERTY

All documentation provided by P’OP in the context of the performance of the Services remains the exclusive property of P’OP, which holds the intellectual property rights pertaining thereto, and may not, without the prior written consent of P’OP, be reproduced, even partially. It may only be used for personal purposes, to the exclusion of any commercial purpose.

Neither the name nor the logo of P’OP may be used by the Client or the user of P’OP’s Services (if different) in any documentation whatsoever and on any medium whatsoever, without the formal consent of P’OP.

The user of P’OP’s Services and the Client (if different) are also prohibited from using and/or registering a trademark or distinctive sign identical or similar to P’OP’s name or logo.

Any infringement of this article would notably constitute counterfeiting punishable by the amended law of April 18, 2001, on copyright, related rights, and databases, as well as by the Benelux Convention on Intellectual Property dated February 25, 2005, as amended.

This clause shall survive the expiration of the Contract, for any reason whatsoever.

ARTICLE 10: DATA PROTECTION

10.1. P’OP does not collect any personal data other than that which the user or the Client (if different) voluntarily provides to it in order to contact it or benefit from the Services it offers, such as name, first name, age, address, etc.

This data is processed by P’OP for the purpose of carrying out the following operations:

This data is necessary for the conclusion of the Contract and/or the performance of the Services, as well as to enable P’OP to fulfill its legal obligations. These purposes constitute the legal basis for the data processing carried out by P’OP.

Data collected by P’OP is under no circumstances distributed to third parties, other than P’OP’s subcontractors, without the user’s prior consent or a legal or judicial obligation.

The personal data thus collected by P’OP is processed by P’OP, as the data controller, in compliance with the applicable data protection legislation (namely the Law of August 2, 2002, relating to the protection of individuals with regard to the processing of personal data, as amended, and Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, – the GDPR -, which will come into force on May 25, 2018, as well as any other subsequent regulations).

They are processed in a strictly confidential manner and retained for the time necessary to achieve the purposes defined above or for the period imposed by a legal or regulatory text.

10.2. In accordance with the amended Law of August 2, 2002, relating to the protection of individuals with regard to the processing of personal data, the data subject has the right, subject to demonstrating a legitimate interest, to obtain, free of charge:

– access to their data,

– confirmation as to whether data concerning them is or is not being processed,

– information concerning at least the purposes of the processing, the categories of data being processed, and the recipients or categories of recipients to whom the data is communicated.

They also have a right to rectification of their personal data and a right to object to the collection and processing of this data, provided they can demonstrate compelling and legitimate reasons.

These rights can be exercised by email, sent to the following address: contact@p-op.lu

as of May 25, 2018, the data subject will also be entitled to request the erasure of all or part of the data or a restriction of processing, object to processing, exercise their right to data portability, and lodge a complaint, in case of GDPR infringement(s), with a supervisory authority.

10.3. The Client undertakes to inform individuals whose personal data is collected by P’OP and who are linked to the Client (e.g., Client employees, teachers, students, etc.) of the processing carried out by P’OP, for the purposes and according to the terms detailed in this clause.

ARTICLE 11: CLIENT REFERENCES

The Client formally agrees that P’OP may use their name and/or logo as a client reference, including on its website.

ARTICLE 12: COMMUNICATION AND NOTIFICATION

Communications and notifications from P’OP to the Client may be sent to the

email address provided by the Client when registering for the Services. Any communication or notification sent by P’OP shall be deemed to have been received and read by the Client within 5 (five) days of its dispatch.

ARTICLE 13: SEVERABILITY

The invalidity of one or more stipulations contained in the General Terms and Conditions shall in no way affect the validity of the other clauses, which shall remain in full force and effect. Furthermore, the Client may not claim compensation due to the annulment in question. The parties undertake to interpret their relationship in a manner most consistent with the annulled stipulation and the spirit of the General Terms and Conditions.

ARTICLE 14: GOVERNING LAW AND JURISDICTION

14.1 The General Terms and Conditions and the Contract are governed by Luxembourg law and interpreted in accordance therewith.

14.2 Any dispute relating to the existence, validity, scope, interpretation, execution, or termination of the Contract falls under the exclusive jurisdiction of the courts of the city of Luxembourg.

ARTICLE 15: AMENDMENT OF THE GENERAL TERMS AND CONDITIONS

The General Terms and Conditions may be amended or supplemented at any time, without prior notice, depending on the evolution or modifications of P’OP’s services or projects.

In this case, the applicable General Terms and Conditions will be those in force on the date of the conclusion of the Contract.