ELGON SA – GENERAL TERMS & CONDITIONS OF SALE | 2022 Version

The purpose of these General Terms and Conditions of Sale is to define the conditions applicable to training services provided on behalf of a customer (“Customer”) by ELGON SA (“ELGON” or the “Company”), a public limited company registered with the Luxembourg Trade and Companies Register under number B141456, whose registered office is located at 18 rue de l’industrie, L-8399 Windhof.

A. Definitions

“Customer”: means the contracting party concluding a Contract with ELGON.
“Contract”: means the contract for the provision of training concluded between ELGON and the Customer. It consists of (i) these General Terms and Conditions of Sale, (ii) the Special Terms and Conditions of Sale of the Offer and (iii) the related purchase order. These documents, together with their appendices if applicable, constitute the complete agreement between the parties. They replace all agreements, promises, arrangements and negotiations between the parties in relation to the purpose of the Contract, whether oral or written. In the event of any contradiction between a provision in the Special Terms and Conditions of Sale and a provision in the General Terms and Conditions of Sale, the provision in the Special Terms and Conditions of Sale shall prevail.
“Training Course”: means any training course from the training catalogue offered by ELGON.
“Participant”: refers to a participant in a Training Course. This may be the Customer or an employee of the Customer. In the latter case, the Customer shall vouch for the Participant’s compliance with these conditions.
“Offer”: means a commercial proposal and/or quotation issued by ELGON for the provision of Training Courses following a request received from a customer or prospective customer.

B. Offer and order

B.1 For each training request submitted by a Customer, ELGON undertakes to provide an Offer. In the absence of explicit derogation, Offers submitted by ELGON are valid for thirty (30) days from the date of issue.

B.2 In order to validate a registration for a training course, the Customer is required to return a dated and signed purchase order to ELGON, by email or by post, formalising their acceptance of the Offer. The purchase order must contain at least the following information:

  • Customer contact details;
  • Offer reference;
  • Order amount, if applicable.

B.3 Training Courses whose price could not be specified in the Offer are sold at the rate in force on the start date of the Training Course.

B.4 All orders placed by the Customer are binding, whether or not a deposit has been paid. Placing an order implies the Customer’s full and unconditional acceptance of these General Terms and Conditions of Sale. Unless ELGON formally and expressly waives them, these conditions prevail over any other Customer document and, in particular, over any general terms and conditions of purchase.

C. Prices and payment terms

C.1 The prices of Training Courses are given in euros excluding VAT and should be increased by the amount of VAT due at the current rate.

C.2 Unless otherwise specified in the Offer, payment of the Training Course price should be made at the end of the Training Course.

C.3 Invoices are due and payable by bank transfer, net and without discount, within thirty (30) days of their issue by ELGON.

C.4 Any dispute relating to an invoice must be sent by registered mail within this period, indicating the invoice number and the precise, relevant and reasoned objection,, failing which the invoice will be deemed to be correct and accepted. The Customer remains obliged to pay the undisputed amount of the disputed invoice.
In the event of late payment, ELGON will be entitled to charge interest on late payments automatically and without prior notice, thirty (30) days after receipt of the invoice by the Customer.

C.5 In the event of late payment, ELGON shall be entitled to charge interest on arrears in accordance with the provisions of the Act of 18 April 2004 on payment periods and interest on arrears, automatically and without prior notice of default, thirty (30) days after receipt of the invoice by the Customer, until full payment is received. Any recovery costs will also be charged to the Customer, including administration charges of fifteen euros (15 EUR) for each reminder letter.

C.6 Any suspension of payments, cessation of business, bankruptcy or similar situation affecting the Customer, or any other fact that might imply the insolvency of the Customer, shall automatically and without notice of default result in immediate payment of the amounts owed to ELGON.

C.7 It is not permitted for the Customer to offset amounts owed to ELGON against any amounts claimed by the Customer unless ELGON has given its prior written consent, or if said amounts have been charged to ELGON under a final and irrevocable judgement.

D. Limited Duty to Advise

D.1 The Customer is solely responsible for determining their own needs and the suitability of the Training Course ordered from ELGON. The Customer acknowledges that they have had the opportunity to obtain any necessary information and advice from ELGON before ordering a Training Course.

D.2 ELGON cannot be held responsible for any obvious errors made by the Customer in relation to the characteristics of the Training Course and/or the conditions of sale.

E. Participation, programme, certification and attestation

E.1 For each ELGON Training Course, a minimum and maximum number of Participants is permitted; registrations for a given session cease to be accepted once the maximum number has been reached.

E.2 ELGON reserves the right:

  • to exclude any Participant if the Customer has not sent their purchase order to ELGON before the start of the Training Course;
  • to exclude any Participant whose behaviour interferes with the smooth running of the Training Course;
  • to refuse any registration for a legitimate and non-discriminatory reason, in particular if there is a dispute with the Customer relating to a previous order.

E.3 The content of the programmes, as they appear on the Training Course presentation sheets, are provided for information only. The trainer and/or the educational manager reserve the right to modify them according to current events, the level of the participants or the dynamics of the group.

E.4 The terms and conditions and deadlines for certification are given for information only. ELGON cannot be held responsible for any changes of deadlines or versions imposed by the publishers on whom the certifications depend.

E.5 A certificate of attendance or completion of training can be provided at the Customer’s request.

F. Modification, cancellation and postponement

The Customer acknowledges and accepts that in order to be taken into account, any request for modification, postponement or cancellation must be notified to ELGON in writing (email or registered letter with acknowledgement of receipt) as soon as possible.

F.1 Substitution of a Participant 
Substitution of a Participant on a Training Course is permitted at any time, free of charge, upon written communication of the name and contact details of the replacement, except in the case of reservation and/or payment by voucher due to the personal and non-transferable nature of the latter. In this case and if the Training Course cannot be postponed, the Customer may lose the benefit of the voucher.

F.2 Postponement or cancellation on the Customer’s initiative
F.2.1 The Customer may request postponement of a Training Course at no cost, provided that they inform ELGON at least fifteen (15) working days before the start of the course. Requests for postponement that do not respect this deadline will be subject to an invoice corresponding to the amount of non-refundable fees and/or penalties charged by ELGON to any third parties involved in the delivery of the Training Course.

F.2.2 Unless expressly agreed otherwise by ELGON, the Customer may not request postponement for fixed-date Training Courses on which they have enrolled in the context of promotional offers.

F.2.3 In the event of multiple requests by the Customer to postpone delivery of the Products or Services without any objective justification, ELGON may consider the Customer’s order to be cancelled and the penalties relating to cancellation of the order by the Customer, as set out below, will be applied.

F.2.4 Cancellations made more than fifteen (15) working days before the start of the Training Course will not be charged. Cancellations made between fifteen (15) and ten (10) working days before the start of the Training Course will be invoiced at a flat rate of thirty percent (30%) of the cost of the Training Course. Cancellations made between nine (9) and four (4) working days before the start of the Training Course will be invoiced at a flat rate of fifty percent (50%) of the cost of the Training Course. Cancellations made three (3) or fewer working days before the start of the course will be charged a flat-rate compensation fee equal to the full amount of the Training Course.

F.3 Postponement or cancellation on ELGON’s initiative
F.3.1 ELGON reserves the right to postpone or cancel a Training Course in the event of any of the following event (list not exhaustive): insufficient enrolments (whether for pedagogical or commercial reasons), unavailability of the trainer, course material supply problems or a technical problem, in accordance with the following provisions.

F.3.2 In the event of absence of the trainer, ELGON undertakes to make every effort to ensure the continuation of the Training Course in a timely manner by calling upon a replacement with equivalent technical skills and qualifications.

F.3.3 In the event that ELGON is unable to ensure the continuation of the Training Course, it undertakes to make very effort to reschedule the Training Course as soon as possible.

F.3.4 In the event of cancellation of the Training Course, ELGON undertakes, at the Customer’s choice, either to (i) issue a credit note to the Customer, valid for any type of Training Course in its training catalogue, or (ii) proceed with a full refund of the amount paid by the Customer, to the exclusion of any other costs.

F.3.5 ELGON may also suspend or cancel an order if the Customer is in default of payment of the agreed down payment (if any) or, more generally, of any other sum due to ELGON, even in respect of another order.

G. Confidentiality

G.1 ELGON will apply all reasonable means to ensure the confidentiality of the Customer’s confidential information throughout the duration of its services, regardless of whether the information is actually stamped “confidential” or simply clearly confidential by virtue of its nature. Information that has been made public or received from third parties without any obligation of confidentiality will not be considered confidential.

G.2 ELGON may disclose the Customer’s confidential information if required to do so by law, applicable regulations or an order from a competent authority. ELGON will inform the Customer of this to the extent possible.

G.3 If the Customer is a Financial Sector Professional (FSP) under the supervision of the CSSF, ELGON acknowledges that information received from the Customer during the performance of the Services may be confidential and, in particular, may be covered by the professional secrecy referred to in Article 458 of the Criminal Code.

G.4 The Customer shall guarantee the confidentiality of any confidential information provided to them by ELGON, including the contents of individual orders, ELGON prices and commercial information, technical information relating to the services provided, etc.

H. Intellectual property

H.1 ELGON may provide the Training Course Participant with documentation in hard copy and/or digital form, outlining the general nature of the Training Course they attended. The training materials, whatever their form (paper, digital, electronic, etc.), are protected by intellectual property and copyright.

H.2 This documentation may not be reproduced, represented, loaned, exchanged or transferred, even partially, in any way whatsoever; nor may data be extracted in whole or in part and/or transferred to another medium, nor may it be modified, adapted, arranged or transformed without the prior and express consent of ELGON.

H.3 The Participant is only granted the right to personal use, to the exclusion of any transfer of property rights of any kind whatsoever. In this respect, the Training Participant and the Customer more generally shall refrain from otherwise using the documentation provided, directly and/or indirectly, especially for commercial purposes.

I. Information – complaints

I.1 ELGON is committed to providing you with the best service.

I.2 Any clarification relating to these General Terms and Conditions of sale or any request for additional information relating to a Training Course may be sought from the Customer sales manager, who will endeavour to answer any questions as soon as possible.

I.3 If a Customer wishes to lodge a complaint with ELGON, they should contact their contact person at ELGON, who will be responsible for detailing the procedure to be followed and, if necessary, for registering the initial elements of the complaint.

I.4 If ELGON’s response to the Customer’s complaint does not meet their expectations, the Customer has the right to appeal directly to the CSSF. More information about this is available here.

J. Liability

J.1 ELGON undertakes to provide the training services with all the care and competence at its disposal and within the framework of an obligation of means.

D.2 ELGON’s liability can only be engaged in the event of fault or gross negligence on its part and is limited to direct damage suffered by the Customer, to the exclusion of any indirect damage, of whatever nature, including in particular any loss of opportunity, clientele, profits, operations, commercial damage or loss of data and/or files.

J.3 In any event, and without prejudice to the foregoing, ELGON’s liability, , is expressly limited to the total amount of the price actually paid by the Customer for the Training Course in question.

K. Protection of personal data

K.1 As Data Controller
K.1.1 The personal data collected by ELGON in its capacity as data controller includes, in particular, the surname, first name and contact details of the natural person (Data Subject) at the Customer’s premises in charge of supervising the establishment of the contractual relationship with ELGON for the provision of Training Courses.

K.1.2 Personal data is (i) processed in accordance with the purposes set forth and (ii) retained for the time strictly necessary to fulfil the purposes as defined in the ELGON Privacy Policy. The data is processed to permit identification of the Customer, efficient execution and management of pre-contractual and contractual measures (and especially for the purposes of invoicing, support, service improvement, etc.), to ensure compliance with legal obligations, to follow up on administrative or judicial decisions, or for the purposes of preventing, investigating and prosecuting offences.

K.1.3 Any Data Subject has the right to access, rectify and delete their personal data at any time, in accordance with the applicable legislation. They also have the right to request that some of the personal data they have provided be transferred to another Data Controller upon termination of the Contract, subject to technical feasibility. These rights may be exercised in accordance with the procedures set out in the Privacy Policy.

K.1.4 For full information on the processing of this data, please refer to the Privacy Policy.

K.2 As a Data processor
K.2.1 If the Customer transmits and/or integrates personal data necessary for the provision of the ordered training service, the Customer will be the Data Controller and ELGON will be the Data Processor.

K.2.2 The Customer guarantees that they will at all times comply with Regulation (EU) No 2016/679 of 27 April 2016 (GDPR) and any applicable national laws and regulations in its capacity as Data Controller. The Customer guarantees that the processing of Personal Data in the context of these Services is lawful and complies with the legal requirements.

K.2.3 In its capacity as Data Processor, ELGON only processes personal data strictly for the purposes of executing and following up on the Customer’s requests. This data is necessary for the performance of this service. The data collected is: surname, first name, position held within the Customer entity, professional contact details and the nature of the training course followed by the Participants.

K.2.4 In its capacity as Data Processor, ELGON undertakes in particular:

  • to process Personal Data only upon and in accordance with the Customer’s documented instructions, including with respect to transfers of Personal Data to a third country or to an international organisation, unless required to do so under an applicable law; in such cases, ELGON shall inform the Customer of this legal obligation prior to processing unless the relevant law prohibits this due to significant grounds of public interest.
  • ensure that the persons authorised to process the data are subject to an obligation of confidentiality and trained to do so.
  • take all reasonable steps to ensure the processing and security of personal data in accordance with Article 32 of the GDPR and any applicable national laws and regulations.
  • taking into account the nature of the processing, assist the Customer, as far as possible, in fulfilling its obligation to comply with requests made by data subjects to exercise their rights under Chapter III of the GDPR.
  • reasonably assist the Customer in ensuring compliance with the obligations under Articles 32 to 36, taking into account the nature of the processing and the information available to ELGON.
  • provide the Customer with all information reasonably necessary to demonstrate compliance with the obligations under this Article.
  • destroy all data at the end of its retention period.
  • inform the Customer immediately if, in its opinion, an instruction constitutes a breach of the GDPR or other provisions of Union or Member State law relating to data protection.
  • request prior written authorisation from the Customer if it wishes to use other Data Processors.

K.3 Common provisions
K.3.1 Access to personal data is strictly limited to ELGON’s employees and agents, who are authorised to process it by virtue of their duties. The information collected may be communicated to third parties for the performance of subcontracted tasks necessary for performance of the service.

K.3.2 The data collected is retained for as long as is (i) necessary for the purposes specified in this Article K. or (ii) permitted and/or required by law.

K.3.3 In the event that Personal Data communicated to ELGON is inaccurate or deleted, correct performance of the Contract cannot be guaranteed.

L. Subcontractor(s)

L.1 ELGON shall be entitled to subcontract all or part of performance of the Services to one or more third parties, but shall remain solely liable to the Customer for its obligations under this Contract.

L.2 In the event that Data Processor(s) are used (within the meaning of the GDPR), ELGON undertakes to pass on to them the rights and obligations arising from the Contract.

M. Force majeure

ELGON cannot be held responsible towards its Customers in the event of failure to meet its obligations due to a fortuitous event or force majeure. The following are considered to constitute fortuitous or force majeure events, in addition to those usually recognised in case law: illness or accident of a speaker or educational leader, strikes or social conflicts external to ELGON, natural disasters (natural disasters, fires, floods, etc.), interruption of telecommunications, energy supply or transport of any kind, pandemics, epidemics or any other circumstance beyond the reasonable control of ELGON.

N. Non-solicitation

N.1. The Customer undertakes not to solicit and/or recruit, directly or indirectly, the trainer providing the service or any other person representing ELGON with whom they have been in contact during the Training Course, without the prior consent of ELGON.

N.2. This commitment is valid for twelve (12) months following the end of the Training Course. It applies to ELGON’s salaried staff as well as to temporary trainers, self-employed persons, freelancers and contract workers.

N.3. In the event of breach of this clause, the Customer will be liable, without further formalities, to (i) a lump sum compensation equivalent to six (6) months of the total salary cost (salary plus all charges relating to the person) of the said person at the time of their departure if they are an employee of ELGON, or (ii) compensation corresponding to six (6) times the amount of the Training Course followed if they are a temporary, self-employed or contracted trainer.

O. Trademarks and references

ELGON is authorised to use the Customer’s company name, trade name and/or trademarks and logos and, where applicable, those of the group to which it belongs, as a commercial reference on any medium or on any occasion, for marketing and/or advertising purposes, without the Customer’s prior consent.

P. Applicable law and competent jurisdictions

P.1. The Contract is governed by Luxembourg law.

P.2. Should any of the clauses be found null and void with regard to a principle of law, a law or a regulation in force, it shall be deemed unwritten but shall not entail the nullity of the other clauses of the Contract.

P.3. In the event of a dispute, the parties will first seek an amicable solution. For certain services provided by ELGON and under certain conditions, recourse may be made to the CSSF for an out-of-court settlement of the claim. This recourse is free of charge. ELGON will communicate the procedures for exercising this recourse at the Customer’s request. More information is available here

P.4. Following an unsuccessful attempt to find an amicable solution, exclusive jurisdiction is given to the Commercial Court of Luxembourg City, notwithstanding multiple defendants or the introduction of a guarantee, even for emergency or protective proceedings, in summary proceedings or on request.

P.5.  In the event there is a discrepancy or inconsistency between the English language version and the French language versions of these General Terms of Sale, the French version shall prevail.