ARTICLE 1 - FIELD OF APPLICATION - DEFINITIONS
"EDUNIVERSAL" (TM) is an information service which offers advertisement pages ( hereinafter the "space/s") on the website: http://www.eduniversal.com (hereinafter "the Services") created by SMBG, a French Société Anonyme with a capital of 324 922 €, whose headquarters are located at 18/20 Avenue Gabriel Péri, (93100) Montreuil (France), duly registered with the French Companies Registry under number 399 207 729 R.C.S. BOBIGNY (hereinafter the "Company").
The present General Terms and Conditions of Sales shall govern the relationship between the Company and the clients/users of the website services EDUNIVERSAL thus offered (hereinafter the "User").
To be accepted as a client of SMBG, a candidate user must be a business school (as defined hereafter) selected by the International Scientific Committee set up by SMBG, as detailed hereafter.
A business school shall mean a school or a university, whether public or private, offering general and/or specialized education in business management or general management to all types of students, and delivering all types of diploma at the end of their educational programs (undergraduate, graduate, post-graduate, or professional education). The International Scientific Committee is composed of twelve individuals whose task is to select 1?000 business schools throughout the World, on the basis of the criteria detailed on the above website. Consequently, a candidate user can only be a business school selected by the International Scientific Committee (with the exclusion of any agent or third party representative) and having received a notification of selection from the Company.
Any and all purchase of Services shall be governed by SMBG's General Terms and Conditions of Sales applicable at the date of the purchase. Regardless of the purchasing method described hereafter, the User shall be deemed to have read and accepted these General Terms and Conditions of Sales without reservation in signing its purchase order. Therefore, except if stipulated otherwise by the Company, in advance and in writing, these General Terms and Conditions of Sales shall superseed any other terms or conditions set forth by the User. The Company further retains the right to modify from time to time these General Terms and Conditions of Sales when deemed appropriate. In such a case, the Terms and Conditions applicable to a specific User will be those in effect on the date of its order.
ARTICLE 2 - LOGIN AND PASSWORD - SPACE REQUIREMENTS
EDUNIVERSAL GENERAL SALES CONDITIONS
After selection by the Committee, the candidate user shall receive from the Company a confidential and personal login and a password to access to the details of the Services offered by the Company and to a subscription form, which is to be duly completed online by the candidate user as required, if the latter decides to subscribe to the Services thus offered. These login and password are personal to the candidate user and strictly confidential. The latter shall therefore be responsible to keep them confidential to safeguard and preserve their use in completing the form and/or modifying it.
A personal space will thereafter be put at the disposal of the User to allow it to advertise its business school on the website as it deems appropriate. The User must comply with the technical specifications detailed in the website field entitled "@" , which is also to be duly completed ad accepted online. Failure to comply with these conditions shall release the Company from any and all liability if the deadlines set for that space to go online is overpassed because of delays.
ARTICLE 3 - OFFERS
The space thus open to the User to access the Services is put at its disposal for a limited period of time, which can be renewed each year.
The characteristics of these space, forms and procedures are those in effect on the date the offer is made to the candidate user, as appearing on the website at the time of its order.
Four information sub-spaces can be selected by the User of the Services depending on the User's position in the selected business school:
- - "School Card", as defined on the website
- - "Academic Body Card", as defined on the website
- - "Program Card", as defined on the website
- - "Association Card", as defined on the website
The characteristics of these sub-spaces could be modified partially from time to time by the Company, which the User hereby accepts.
ARTICLE 4 - EFFECTIVENESS OF THE PURCHASE ORDER
4.1 - Purchase orders and space reservations shall become effective when the following two conditions are met:
- - (i) when the Company has received a paper copy of the purchase order in the form set in the website, fully completed by the candidate user during the period of validity of the offer, duly signed and stamped by the candidate user ;
- - (ii) when the Company has issued a subsequent confirmation of acceptance of the above by letter, fax or e-mail, indicating the availability of the Services selected.
4.2 - The contract between the User and the Company shall be deemed to be complete, final and accepted by both parties on the date of issuance of the above confirmation.
ARTICLE 5 - PRICE OF SERVICES
The prices of the Services are detailed in the appendix entitled "Prices and Discounts" attached hereto. The price conditions applicable to the Services offered to a User by the Company shall be valid for 30 days from the issue of the offer. VAT shall be added to these prices when applicable, at the VAT rate applicable on the date of invoicing of the Services. Special discounts and sales discounts on these prices can be offered from time to time. The Company retains the right to modify from time to time its general price list and/or discounts. However, the prices and/or discounts existing on the date of effectiveness of the purchase order will be the only ones applicable. No discount for anticipate payment is provided for.
ARTICLE 6 - PAYMENT CONDITIONS
6-1 Billing - Payment:
The User agrees to pay to the Company 50% of the amounts thus due for the Services selected. That amount corresponds to the listing costs of the User in the Services on the website and is not refundable. The balance shall be due and paid by the User to the Company at the time its spaces are put online as part of the Services. Invoices for the Services ordered shall be issued on the confirmation date of the purchase order by the Company for 50 %, and for the balance at the time the User's space is put online. The corresponding invoices are payable upon receipt.
6-2 Contractual interests: in case of delay in the payment of an invoice, interest will be due on the outstanding amount(s) ipso jure at the legal French rate applicable plus 5 points 30 days after the due date mentioned on the invoice.
6-3 Penalty clause: in case of failure to pay a sum due in due course, and after a request to pay sent by registered letter with return receipt requested and remaining without effect fifteen (15) days after its date, the Company shall be entitled to consider the purchase order automatically terminated ispo jure, close down the User's space, and claim against the latter -on top of the sums due as per the above- a penalty clause equal to 25 % of the amount due in principal.
ARTICLE 7 - CANCELLATION
According to French advertisement usage, the purchase orders will become effective and final as detailed under article 4. The purchase order will remain valid even if the User's space cannot be put on line on the agreed date because of the Company, and for a period of 30 days after the latter. These requests for cancellation shall be examined by the Company in due course, but, even in case of an agreement on such cancellation, the full amount of the invoice(s) issued shall remain due and payable by the User.
ARTICLE 8 - SPACE CONTENTS - RIGHT OF REFUSAL BY THE COMPANY - User's liability
8.1 The User acknowledges that it is the sole and exclusive author and/or owner of the texts, drawings, images, photographs, sound, etc., or that it validly detains all appropriate rights thereon, in particular but without limitation copyrights, author's rights and/or any image or sound rights, authorising their use and reproduction. The User shall be liable for all of the contents it will put up in its User's space. Those contents must be informational in the most objective way possible, and shall not be misleading.
8.2 The User certifies that the contents of its space are in compliance with current French and international laws and regulations. In particular and without limitation, the User certifies that the contents it will put up shall not constitute (i) unfair competition acts, (ii) an infringement of third party (ies) rights of image or sound or (iii) of intellectual property rights, (iv) an infringement to rules of comparative advertisement, or (v) be misleading and/or malicious, and/or (vi) a denigrating advertising.
8.3 The User agrees to hold the Company and its director and/or employees harmless from and against any and all third party's claims, causes of actions, liability, losses, damages and expenses (including attorneys' fees) arising out of or relating to the contents of the User's space, including without limitation any breach, default, or alleged breach or default of any of its obligations, warranties or representations made pursuant to this agreement, or any violation of any third party rights in connection with the contents provided in the said User's space. Therefore, the User shall indemnify the Company promptly, on first demand, of all sentences, settlement, legal expenses and out of court costs that the Company would incur in connection with any one of the reasons mentioned above. The User agrees to take all appropriate insurance cover available in connection thereto.
8.4 The Company reserves the right to refuse any contents which would be in conflict with its business or moral interests, which would be against good moral or public order, or violate applicable laws and regulations, or which would contain politics subjects or concern confessional/religious aspects.
8.5 The Company shall have the right to terminate the agreement at any time, without penalty, if the User is failing to comply with its provisions, particularly in the circumstances mentioned in the article above, and/or in case of unlawful intrusion in the Services and/or website, and to delete the contents or the space concerned.
8.6 The Company shall not be held liable for refusing to distribute or put on line, or delete a space for one of the causes mentioned under article 8.4, nor could such refusal or deletion give rise to any payment of damages to the User, under whatever reason.
Article 9 - LIMITATION OF LIABILITY
9.1 - Any delays, postponement or cancellation of the User's space resulting from technical problems related to operation of the Internet and/or the maintaining of the Company's website, beyond the control of the Company, shall not entitle the User to refuse to pay, even partially, the invoices issued, nor shall it give right to a new space at the expense of the Company, or to a claim for damages, in any form whatsoever.
9.2 - Any delays, postponement or cancellation may only give right to the total or partial reimbursement or waiver of the sums due, with the exception of the 50 % deposit mentioned under article 4.1.
9.3 - Unless expressly agreed, and because of the nature of the Services offered and of its prospects, the Company does not exclude the presence of competitors, nor does it guarantee in any way or form the absence of same, in whatever form. The Company excludes any and all liability in that respect, both for itself and for its managers.
9.4 - Likewise, the Company shall not be held liable toward a User if new competing spaces appear on its website, regardless of their placement, nature, form and characteristics, after the signature of the purchase order.
ARTICLE 10 - CONTRACTUAL BREACHES
10.1 - The User may not present a claim for breach in the performance of an order or these general conditions of sale if such difficulty or default has not first been expressly reported in writing to the Company while the User's space was up on the website, allowing the latter to contradictorily address that problem in due course.
10.2 - The lack of exercise by the Company of any of its rights at any given time in relation to one of the clauses herein, shall not be interpreted as a waiver of such rights.
ARTICLE 11 - FORCE MAJEURE
The Company shall have the right to suspend and/or terminate the agreement in case of an event of "Force Majeure". An event of Force Majeure will be deemed to exist if the parties' services, distribution, broadcasting, telecasting and/or transmission operations are impaired, hampered, interrupted, prevented, suspended, postponed or discontinued for any occurrence not caused by the Company, its employees, or the User (which would then be an event of default and/or breach), including, without limitation, impairment or suspension by reason of war (declared or undeclared), act of public enemy, riots, epidemic, fire, casualty, accident, labour controversy (including without limitation, any lockout, walkout, strike or threat thereof), terrorist act, governmental order or regulation, judicial order or decree, act of God, or any other occurrence beyond the parties' control which would restrict, prevent or significantly impair the orderly and economically efficient operations of the Services and/or the User’s spaces.
ARTICLE 12 - JURISDICTION - APPLICABLE LAW
For any dispute which could arise in relation with the performance or interpretation of this contract, the Commercial Court of Bobigny (France) shall have sole jurisdiction. The law applicable to this contract will be French law.
Dated October 18th, 2007
PRICES - DISCOUNTS
Dated November 13th, 2007
PRICES
The prices below are given before tax:
| School Card | 3 900 € |
| Academic Body Card | 2 500 € |
| Program Card | 1 500 € |
| Association Card | 900 € |
Hereinafter the "Cards".
DISCOUNTS
The following discounts cannot be applied on different purchases order.
Indeed, for each separate order, they will automatically be calculated to create the appropriate order form.
. Opening discount
Any order sent to SMBG / EDUNIVERSAL before December 31st, 2007 will benefit from a -10% discount.
This discount applies on the price before tax of each Card.
* Volume discounts
The following discount applies for the purchase of any type of the above mentioned Cards.
It applies on the total before tax of each single order.
| Up to 4 Cards | 0% discount |
| From 5 to 9 Cards | -5% discount |
| From 10 to 19 Cards | -10% discount |
| From 20 to 29 Cards | -20% discount |
| 30 Cards and more | -30% discount |
* Sponsorship discount
Any order including an appropriate sponsorship code will benefit from a -10% discount on the total price before tax calculated on the amount after the possible volume discount has been applied.
Example :
If the User purchases the School Card, 3 Academic Body Cards and 8 Program Cards, for a total of 12 Cards, before December 31st, 2007, using an appropriate sponsorship code, the following discount would be applied:
| School Card | 1 x 3 900 | = | 3 900,00 |
| School Card with Opening discount (-10%) | = | 3 510,00 | |
| Academic Body Card | 6 x 2 500 | = | 15 000,00 |
| Academic Body Card with Opening discount (-10%) | = | 13 500,00 | |
| Volume discount on Academic Body Card (-5%) | = | -675,00 | |
| Academic Body Card with discounts | = | 12 825,00 | |
| Program Card | 17 x 1 500 | = | 25 500,00 |
| Program Card with Opening discount (-10%) | = | 22 950,00 | |
| Volume discount on Program Card (-10%) | = | -2 295,00 | |
| Program Card with discounts | = | 20 655,00 | |
| Sub-total before tax | = | 36 990,00 | |
| Sponsorship discount | -10% | = | -3 699,00 |
| Total before tax | = | 33 291,00 | |