Software licence terms

1. Purpose

These terms govern the grant, by Kernel Ops SASU (hereinafter “the Publisher”) to a legal entity (hereinafter “the Customer”), of a right to use the beltup software.

beltup is an online application that lets its users practise on their own on the Lean Six Sigma bodies of knowledge: sets of questions, immediate correction, session history and reporting of results.

These terms apply to the licence agreement signed between the Publisher and the Customer, of which they form an integral part. In the event of a contradiction, the signed agreement and its order form prevail.

2. Nature of the agreement — decisive statement

If the Customer is itself a training organisation, it remains solely responsible for its own regulatory obligations — declaration of activity, educational and financial report, quality certification, documents given to its trainees — without the Publisher being associated with them in any capacity whatsoever.

As the Publisher can draw up neither a training agreement nor a certificate of completion, it cannot be named as a training organisation in a funding application to a skills operator (OPCO) or to any other funder.

3. Scope of the licence

The Publisher grants the Customer, for the term and territory set out in the order form, a non-exclusive, non-transferable right to use the software, with no right to sub-license, limited to the number of authorised users subscribed and to the Customer’s internal needs.

The following in particular are prohibited:

• reproducing or extracting, even partially, the software or its question base, including by automated means;
• translating, adapting or modifying the software, and creating derivative works;
• making it available to third parties, by rental, lending, networking or shared service;
• sharing an account between several people;
• using the software to design or market a competing product.

Software updates are included in the licence fee. The Publisher may develop the software provided that such developments do not substantially degrade its essential functions.

4. Authorised users and access codes

An authorised user is any natural person who is a member of the Customer’s staff, or registered with it as a student or learner, to whom the Customer assigns a named access, within the number subscribed.

• Each user has their own beltup account and accepts, on their own behalf, the service’s terms of use.
• Partner access codes are confidential, non-transferable and for internal use.
• The Customer is liable for the breaches of its authorised users as for its own.
• The Publisher may suspend a code whose manifestly non-compliant use is observed, after informing the Customer.

If the number subscribed is exceeded, the parties regularise the situation by a supplementary order form at the unit price in force, from the month in which the excess occurred.

5. Intellectual property

The beltup software, its code, its interface, its question base and its explanations constitute a work of the mind protected by copyright under Article L112-2 13° of the French Intellectual Property Code. Kernel Ops SASU is the sole holder of the economic rights in it.

The licence entails no transfer of ownership. Any right not expressly granted remains reserved to the Publisher.

Customer content: the questions and sets created by the Customer using the editing functions remain its property. It grants the Publisher, for the term of the agreement only, a right limited to hosting them and returning them to its own users. The Publisher undertakes not to integrate them into the common corpus or to make them available to another customer.

6. Licence fee and invoicing

The licence fee is set out in the order form, according to the number of authorised users and the term subscribed. It constitutes the sole consideration for the grant of the right to use the software, to the exclusion of any separate service.

Invoices bear the wording “Licence fee for use of the beltup software” (in French, Redevance de licence d'utilisation du logiciel beltup), the period covered and the number of authorised users. Amounts are stated exclusive of tax, VAT being added at the rate in force.

Any ancillary service — initial set-up, integration of content supplied by the Customer, specific development — is the subject of a separate quotation and a separate invoice line.

Unless otherwise stipulated, the licence fee is payable in advance, thirty days from the invoice date. Any late payment automatically incurs the penalties and the fixed recovery indemnity of €40 provided for in Articles L441-10 and D441-5 of the French Commercial Code.

7. Availability, maintenance and support

The Publisher uses reasonable means to keep the software accessible, with an availability target of 99% on a monthly average, excluding planned maintenance and force majeure. This is a best-efforts obligation.

Corrective maintenance and support are included in the licence fee. Support can be reached at contact@beltup.fr, on working days from 9 am to 6 pm (Paris time), for the contact person designated by the Customer.

Support covers the operation of the software. It includes no educational assistance: the Publisher does not answer questions about the content of the Lean Six Sigma bodies of knowledge and does not accompany users in their progress.

8. Results reports

The software lets the Customer produce a printable report of the sessions completed by an authorised user, and export the usage data of its scope.

These documents are automatic outputs of usage data, produced by the Customer from its own users’ data and under its sole responsibility. In no case do they constitute an attestation, a certificate or an assessment issued by the Publisher, and they are not equivalent to a Lean Six Sigma certification.

9. Personal data

For the usage data processed on behalf of the Customer, the Customer acts as data controller and the Publisher as processor, under the conditions of the “Processing of personal data” appendix to the licence agreement, which constitutes the binding instrument within the meaning of Article 28 of the GDPR.

It is for the Customer to inform its authorised users of the processing of their data before any account is created. For the rest, the privacy policy applies.

10. Term, renewal and termination

The agreement is concluded for the initial term set out in the order form and is renewed by tacit renewal for periods of the same length, unless written notice of termination is given at least sixty days before the expiry date.

No early termination for convenience is possible during a period: the licence fee for the period committed remains due. In the event of a serious breach not remedied within thirty days of a formal notice, the other party may terminate the agreement as of right.

On termination of the agreement, the licence ends immediately. On request made within thirty days, the Publisher makes available an export of the Customer’s usage data and content. After ninety days, that data is deleted or anonymised, subject to statutory retention obligations.

11. Warranties and liability

The Publisher warrants that the software substantially conforms to its contractual description and indemnifies the Customer against any infringement claim based on use in accordance with the agreement.

beltup is a practice tool. The Publisher guarantees no result: neither success in an examination or a certification, nor a level of skill acquired, nor a completion rate, nor the performance of authorised users.

The Publisher’s liability, all causes combined, is limited to the amount of the licence fees paid during the twelve months preceding the event giving rise to it. Indirect damages — loss of business, revenue, customers, image or opportunity — are excluded. These limitations do not apply in the event of gross negligence or wilful misconduct.

12. Governing law and jurisdiction

These terms are governed by French law. Failing an amicable resolution within thirty days of written notification of a dispute, the Commercial Court of Paris has sole jurisdiction, including in the event of multiple defendants or urgent proceedings.

13. Contact

For any request about the licence, the agreement or a quotation: contact@beltup.fr

Kernel Ops SASU — 60 rue François 1er, 75008 Paris, France — SIREN 102 009 131.