General terms and conditions applicable to The Training Services provided by EPEX SPOT SE
Declaration registered under n° 11 75 53061 75 with the Préfet of Ile de France
SIREN Number : 508 010 501
The sending of a duly filled-in and executed Registration Form to EPEX SPOT SE involves the entire acceptance without reserve of these General Terms and conditions applicable to the E-learning training services provided by EPEX SPOT SE (“GTC”).
1. Scope and Contractual documents
The purpose of these GTC is to define the terms and conditions according to which a company (the “Client”), shall subscribe to e-learning modules for the member of its staff (“the Registered Users”), or Individual Subscribers, as the case may be, shall have access to the e-learning training services offered by EPEX SPOT SE.
EPEX SPOT SE and the Client shall be referred together as the “Parties” and individually as the “Party”. The Client, the Registered Users and Individual Subscribers shall be referred as “Users”.
The act of placing the order in the EEX Group Webshop (the “Webshop”) and clicking on the icon “Order”, as well as the use of the EPEX SPOT SE‘s E-learning Platform (the “Platform” or “E-learning Platform”) implies total commitment to comply with, according to the following order of precedence:
- these GTC;
- the Terms of use of the Website;
- the Privacy Policy;
- the specific terms and conditions applicable to training courses offered by Entrima and by Market Abuse Centre (MAC), and online trading simulations offered by Entrima.
EPEX SPOT SE shall not be bound by any variations from or additions to these GTC whether contained in any purchase order or other document submitted by the Client.
These GTC and, when applicable, the registration form duly filled in by the Client or the Individual Users (the “Registration Form”), are part of the contract (the “Contract”).
2. Nature of the training
Pursuant to article L. 6313-1-6° of the Labor code, the training modules are aimed at acquiring, refreshing, or enhancing knowledge (Actions d'acquisition, d'entretien ou de perfectionnement des connaissances).
The training modules covered by this Contract are ”E-learning modules” and are delivered by either EPEX SPOT SE or third parties (“Third Party Provider”).
E-learning modules delivered by:
- EPEX SPOT SE are hereafter referred as “EPEX E-learning training modules”;
- Third Party Provider(s) are hereafter referred as Third Party E-learning training modules”. In this case, EPEX SPOT SE is acting as intermediary between the Third Party Provider and the Client, by proposing the Third Party E-learning training modules as part of EPEX SPOT SE’s e-learning offer. However, Third Party E-learning training modules are delivered by the Third Party Provider, according to its own terms and conditions (“Third Party GC”) that the Client also commits to comply with, when purchasing on the Webshop. The list of Third Party Providers is attached to these GTC.
3. Access to the training
EPEX E-learning training modules are provided through the E-learning Platform, which is an Internet interface accessible with an individual login code given to the Registered User or the Individual Subscriber. The Client shall procure that the Registered Users will not disclose such login code, or make any improper use of it. The login codes are strictly individual and may not under any circumstances be transferred to any other person than the one to whom it was transmitted by EPEX SPOT SE.
4. Entry into force – Duration – Revocation – Termination
The Contract shall be effective as of the reception by EPEX SPOT SE of the order via the Webshop.
Individual Subscribers may cancel their Registration within ten (10) days as from execution of the Contract, by sending EPEX SPOT SE a registered letter with acknowledgement of receipt. In such case, no payment shall be due. After that, EPEX SPOT SE will not accept any cancellation.
Upon payment:
- EPEX SPOT SE shall provide each Registered Users with a login code and password to access the E-learning Platform;
- the access to/delivery of Third Party E-learning training modules will be made according to Third Party GC.
Login codes shall be valid during one year as from the reception of the order by EPEX SPOT SE, regardless of the actual time spent on the E-learning Platform. Login to Third Party E-learning training modules may vary according to the subscribed product.
Time actually spent by the Users in EPEX E-learning training modules is automatically given by the E-learning Platform.
Progression on EPEX E-learning training modules is given by the automatic system of the E-learning Platform.
5. Price and Payment
Prices for the training modules are displayed in the training catalogue available on the Webshop at the following address: https://webshop.eex-group.com/offerdescription_epex_spot_elearning
Prices are in Euro and excluding VAT.
5.1 Provisions applicable to the Client
Prices are depending on the number of Registered Users.
The price shall be paid one-off.
The payment shall be due on the date mentioned on the invoice issued by EPEX SPOT SE, and shall in any event, precede the handover of any login or passwords.
Registration may be cancelled in writing with a ten (10)-day prior notice. In such case, the Client shall be entitled to a voucher (excluding any refund) valid for one year as from cancellation date.
The Client may replace a Registered User with another member of its staff in written, depending on the progress made in the training.
5.2 Provisions applicable to Individual Subscribers
Individual Subscribers shall pay the training services as follows:
The full amount should be paid by the due date. In case of late payment, penalties equal to 3 (three) times the legal interest rate shall automatically apply to the sums due by the Client pursuant to article L. 441-6 of the French Commercial Code, without prejudice to the right to terminate the Contract and claim for compensation in case of related damage suffered by EPEX SPOT SE.
In case of breach of the Contract by the Client or the Individual Subscribers, EPEX SPOT SE may terminate the Contract by sending a registered letter. Termination shall be effective immediately on the reception of the registered letter by the breaching party. Such termination shall be without prejudice to compensation EPEX SPOT SE may claim for related damage.
6. Traders’ training
Pursuant to EPEX SPOT SE Rules and Regulations, a trader’s examination is required for the qualification as an Exchange Trader on EPEX SPOT SE markets (the “Trader’s Examination”) and is therefore identified as a User as well.
Upon completion of the Trader’s Examination, EPEX SPOT SE shall deliver a certification to the subscriber allowing him/her to trade on EPEX SPOT SE’s markets pursuant to the Trading Agreement.
Access to the Trader’s Examination will be automatically suspended by EPEX SPOT SE in case of suspension of the Exchange Member pursuant to EPEX SPOT SE Rules and Regulations.
7. Tests and certificates
On request of the Client or the Individual Subscriber, EPEX SPOT SE shall provide an attendance certificate to the trainee upon successful completion of the EPEX E-learning training modules.
Intermediate and final tests resume key points to be reminded.
In principles, the User shall have only one try to obtain the required score. Nevertheless, in case of failure on final tests, the Parties will contemplate to find an appropriate solution. If no agreement is found, the training will not be certified.
8. Obligations – Liability
8.1 Obligations of EPEX SPOT SE
All EPEX SPOT SE obligations under the Contract shall be best effort except the provision of the login code to access EPEX E-learning training modules, which is a result obligation.
EPEX E-learning training modules are provided without warranties of any kind, either expressed, or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose.
EPEX SPOT SE does not warrant that E-learning training modules will be error free including technical inaccuracies, nor free of viruses, or other harmful matter. The entire cost of any necessary service, repair, or correction, is the Client’s responsibility.
EPEX SPOT SE shall provide its best effort in order to give access to the E-learning Platform, seven days a week and 24 hours a day.
In case of maintenance operation, EPEX SPOT SE shall provide its best efforts to limit the unavailability of the training modules on the E-learning Platform.
EPEX SPOT SE reserves the right to modify the EPEX E-learning training modules (including for updating and improvement purpose) without any compensation being due to the Client or the Individual Subscriber.
Unless in case of gross negligence or intentional misconduct, in no event shall EPEX SPOT SE be liable for any damages in excess of the amount EPEX SPOT SE got paid by the Client.
8.2 Discharge of liability with regard to EPEX E-learning training modules
Acting only as intermediary between the Client and the Third Party Providers, EPEX SPOT SE denies any liability whatever with regard to the Third Party E-learning training modules. Therefore, and without this list being exhaustive, EPEX SPOT SE is not responsible of:
- the availability and quality of the Third Party E-learning training modules;
8.3 Obligations of the Client
The Client and the Individual User shall:
- use the E-learning modules according to the terms of this Contract and the Third Party GC.
- be responsible for obtaining the necessary Internet connection in order to allow users to access the E-learning Platform.
- not make any improper use of its login codes, neither transmit it to any person other than the one(s) designated in the Registration Form.
- procure that the Registered Users do not make any improper use of their login codes; neither transmit it to any person.
be responsible for the management, conservation and use of their logins and passwords, and therefore, take any appropriate measure to protect them from loss or fraudulent use. In this respect, EPEX SPOT SE shall not be held liable for any fraudulent use of the Client logins and passwords, and shall be informed of any fraudulent use of the login or passwords, as soon as the Client and the Individual Subscribers become aware of it.
9. Intellectual property rights
For the purpose of this clause, “Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Each Party remains the owner or holder of all Intellectual Property rights of any nature that it owns or in respect of which it holds a right such as a license, prior to this Contract or acquired during the term of this Contract.
All Intellectual Property Rights related to EPEX E-learning training modules and E-Learning Platform shall rest with EPEX SPOT SE. Likewise, all Intellectual Property Rights created from the usage of EPEX E-learning training modules and E-Learning Platform shall rest with EPEX SPOT SE. EPEX SPOT SE grants the Client and the Individual Subscribers with an individual, non-exclusive, non-assignable, non-sublicensable, and non-transferrable right to use the training modules for the duration of the Contract and for the sole purpose of training as described in the Contract.
Consequently, the Client and the Individual Subscribers shall not copy, reproduce, decompile, broadcast, and/or cede, in any form whatsoever, any or all parts of the E-learning modules.
The Client shall further procure that the Registered Users shall not:
- copy, reproduce, decompile, broadcast, share, modify, transmit, distribute, in any form whatsoever, the E-learning modules;
- in any way, exploit the E-learning modules for any purpose other than for their own individual training.
10. Confidentiality, trade secret and Data protection
Confidential Information means the E-learning modules, the E-learning Platform and its content, as well as any information and data of all kinds, including but not limited to, any technical, scientific, economic, financial, commercial, accounting or business information, documentations, letters, plan, study, prototype, equipment, tools, audit, experimental data and tests, drawings, sketches, diagrams, graphics, photographs, specifications, methods, processes, procedures, know-how, affairs, experience, customers, suppliers, asset, algorithms, software, programs, intellectual property rights and property rights; whatever the medium, in any form and by any means, including but not limited to, oral, written, drawings, films, machine-readable, by inspection, by observation, by demonstration or any other communications medium, that the Parties, Individual User and Registered Users will exchange, access, receive, disclose or make available, directly or indirectly, whether before or after the entry into force of this Contract. The Client commits (and procures that the Individual Users and Registered Users) that it will in no circumstances disclose Confidential Information to any third party.
Unless:
- such information has become public knowledge otherwise than in breach of the Contract;
- to the extent disclosure is ordered by a state, provincial or federal agency, authority, court or tribunal of competent jurisdiction, including a securities regulatory authority, provided that the Client, Individual Users or Registered Users gives prompt notice to EPEX SPOT SE,
- disclosure is made in confidence to their professional advisors or service providers (who are subject to confidentiality obligations).
The Parties agree that Confidential Information as part of this Contract shall also qualify as Trade Secret according to applicable law, including Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016 on the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure.
Save as provided above, disclosure may only be made with the prior written consent of EPEX SPOT SE.
Within the frame of the preparation, negotiation or performance of the Contract, the Parties may receive and/or collect Personal Data of employees or any other representative of the Parties, or any other natural persons (the “Data Subject”). This includes among others their contact details (name, email and postal address, phone number, identification documents) and connection details (“Personal Data”). When the Personal Data is collected directly by EPEX SPOT SE, any detail related to the processing of such Personal Data, including the rights of Data Subjects, is available in EPEX SPOT Privacy Policy. When the Personal Data is collected indirectly via the Client, the latter warrants that the collection and processing of Personal Data by it, including the transfer itself by it to EPEX SPOT SE, has been and, up to the moment of the transfer, will continue to be carried out in accordance with all applicable data privacy regulation. EPEX SPOT SE can thus freely process Personal Data. Moreover, the Client commits to comply with all applicable data privacy regulation while processing the Personal Data provided by EPEX SPOT SE. If EPEX SPOT SE is held liable by a Data Subject for any breach of applicable data privacy regulation due to the processing of Personal Data collected indirectly via the Client, the latter will indemnify EPEX SPOT SE for any cost, charge, damages, expenses or loss it has incurred.
In case the Contracting Party is located outside the European Union and in a country which does not have an adequate level of protection, the Contracting Party commits to adhere, sign and comply with the Standard contractual clauses for the transfer of personal data from the Community to third countries, according to the Commission implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.
11. Force majeure
EPEX SPOT SE and the Client shall not be held responsible in case of force majeure events preventing them from complying with their respective obligations under the Contract.
If such an event lasts during more than one (1) month, either party will be allowed to terminate the Contract by sending a registered letter.
12. Applicable Law and Jurisdiction
The Contract is governed by French law.
All disputes arising out of or in connection with the Contract, if not settled amicably between the Parties within three (3) months as of the first notification to the other Party of the dispute, shall be submitted to the CMAP (Centre for Mediation and Arbitration of Paris, Paris Chamber of Commerce and Industry - 39, avenue Franklin D. Roosevelt, 75008 Paris) Rules of Mediation) and, in the event that no settlement is thereby reached, to the Paris Mediation and Arbitration Centre (CMAP) Rules of Arbitration, to which the Parties undertake to adhere, by three arbitrators appointed in accordance with the said Rules. The arbitration shall be conducted in English.
Nothing in the provisions above shall preclude the Parties from applying for interim or conservatory measures or any other injunctive relief in summary proceedings before the competent courts. The application of a Party to a judicial authority for such measures or for the implementation of any interim or conservatory measures ordered by the arbitration tribunal shall not be deemed as an infringement or a waiver of the arbitration agreement and shall not affect the relevant powers reserved to the arbitration tribunal. Any order or provision issued by the judicial authority must be notified without delay to the arbitrators.
13. No assignment
The Client shall not assign, novate, create any trust or otherwise transfer any or all of its rights and obligations under this Contract without the prior written consent of EPEX SPOT.
14. Severability
If any provision of the Contract is declared void, illegal or unenforceable by any applicable law, EPEX SPOT SE shall in good faith make its best efforts to replace such provision with a provision that corresponds as closely as possible to the original intention of EPEX SPOT SE without illegality or such provision shall be severed and deemed deleted from the Contract and the remaining provisions of the Contract shall continue in full force and effect.
15. Entire Contract
This Contract constitutes the entire agreement between the Parties in relation to its purpose, and supersedes all prior discussions, drafts, agreements, arrangements, undertakings or representations of any nature made by the Parties, whether oral or written, from the date of entry into force of the Contract.
16. Variation
EPEX SPOT SE has the right to amend unilaterally the terms of the Contract (“Variation”).
Any Variation will be valid and binding for both Parties as of its date of publication on EPEX SPOT SE’s website.
Annex: List of Third Party Providers
- Entrima and Market Abuse Centre (MAC)