Terms and Conditions
Preamble
LMS Ready is a trade name operated by the company Blue Spark Consulting, a simplified joint-stock company (SASU) registered with the RCS of Vannes under number 983 052 911 00010, with its registered office located in Saint-Avé, France. These Terms and Conditions apply to all services provided by Blue Spark Consulting operating under the LMS Ready brand.
1. Purpose
These Terms and Conditions of Sale ("T&Cs") define the terms and conditions under which Blue Spark Consulting ("We", "Our", "Provider"), operating under the LMS Ready brand, provides its services to clients ("Client") via access to and use of the website https://www.lms-ready.com and the associated platform (the “Website”). Blue Spark Consulting offers strategic, operational, and technical support for Learning Management System (LMS) platforms.
2. Services Offered
Blue Spark Consulting offers:
Strategic consulting in Digital Learning,
Implementation, configuration, and customization of LMS platforms,
Support and maintenance of existing platforms,
Training of internal teams,
Outsourced LMS management,
Continuous improvement of user experience.
Services are tailored to each client and may be delivered as one-off projects or under an unlimited subscription model.
3. Orders and Acceptance of the T&Cs
Any order implies full and unreserved acceptance of these Terms and Conditions. Orders may take the form of a signed quote, an email confirmation, or a formal contract. In the event of a contradiction, the specific terms in the quote or contract shall prevail.
4. Pricing and Payment Terms
4.1. Prices are stated in euros, exclusive of tax. They may include discounts based on volume, commitment duration, or other criteria specified in the quote.
4.2. Accepted payment methods: bank transfer and credit card. No discount is granted for early payment.
4.3. Payments are due within 30 days of the invoice date.
4.4. In the event of late payment, penalties shall apply at the legal interest rate plus 10 percentage points, along with a flat fee of €40 for collection costs, in accordance with Article L441-10 of the French Commercial Code.
5. Obligations of the Parties
5.1. Obligations of Blue Spark Consulting:
To provide services professionally,
To offer personalized support tailored to the Client's context,
To ensure confidentiality of all information received.
5.2. Obligations of the Client:
To provide timely access to all necessary information and tools,
To appoint a dedicated contact person,
To ensure that all content provided is lawful and properly licensed,
To pay invoices in accordance with the agreed schedule.
6. Prohibited Activities
The Client agrees to use the LMS Ready Website solely for purposes directly related to the execution of the contracted services. In particular, the Client is strictly prohibited from:
Accessing or using the Website for unauthorized or unrelated purposes,
Compiling or reproducing content from the Website to build a database or directory,
Bypassing or compromising the Website’s security measures,
Framing or linking the Website without authorization,
Attempting to deceive, defraud, or harm Blue Spark Consulting or other users,
Disrupting the Website’s operation or Blue Spark Consulting’s servers,
Using the Website to compete with Blue Spark Consulting,
Reverse engineering, decompiling, or disassembling any part of the Website,
Removing legal notices or intellectual property statements,
Uploading or transmitting viruses or malicious code,
Collecting information through unauthorized automated means,
Disparaging or tarnishing Blue Spark Consulting’s reputation,
Using the Website in violation of applicable laws.
7. Liability and Warranty
7.1. Blue Spark Consulting is bound by an obligation of means.
7.2. Blue Spark Consulting’s liability for any damage is limited to the total amount excluding taxes actually paid by the Client during the three (3) months preceding the event causing the damage.
7.3. Blue Spark Consulting cannot be held responsible for inappropriate or non-compliant use of deliverables by the Client.
7.4. Blue Spark Consulting cannot be held liable for breakdowns or malfunctions related to third-party LMS platforms (e.g., Docebo, 360Learning, Glide, Make, etc.).
8. Intellectual Property
Unless expressly stated otherwise, all deliverables, designs, content, technical developments, and recommendations produced during the services remain the exclusive property of Blue Spark Consulting. No rights of exploitation, reproduction, distribution, or adaptation are transferred to the Client, except once implemented in the Client's LMS, or unless explicitly stated in the quote or contract.
9. Confidentiality and Data Protection
9.1. Blue Spark Consulting and the Client commit not to disclose any confidential information.
9.2. Blue Spark Consulting complies with the GDPR and uses data solely for the purpose of delivering the service.
10. Returns and Refunds
Refund requests are assessed on a case-by-case basis. In the event of a legitimate request (manifest non-compliance or serious contractual breach), Blue Spark Consulting may proceed with a refund. Payment processing fees (e.g., Stripe) remain at the Client's expense. No refunds are granted in cases of unilateral termination without fault, beyond any trial period that may have been commercially granted.
11. Modifications
Blue Spark Consulting may modify informational content on its website. However, contractual terms agreed with the Client (quotes, schedules, specifications) may not be unilaterally modified without written agreement from both parties.
12. Connection Interruptions
Blue Spark Consulting does not guarantee continuous and uninterrupted access to its website. Temporary interruptions may occur due to technical issues beyond its control (hardware, software, maintenance, network). Blue Spark Consulting shall not be held liable for any damages arising from temporary unavailability of access.
13. Termination
In the case of a renewable subscription, the Client may cancel at any time via the payment platform and will retain access to the service until the end of the current billing cycle. No refund will be issued for the ongoing billing period.
14. Force Majeure
Neither party shall be held liable in the event of force majeure preventing them from fulfilling their contractual obligations.
15. Governing Law
These T&Cs are governed by and interpreted in accordance with French law, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these T&Cs.
16. Jurisdiction
Any dispute concerning the interpretation or execution of these T&Cs shall be subject to the exclusive jurisdiction of the courts of Vannes, France. The parties expressly accept the personal jurisdiction of these courts and waive any objection based on venue or jurisdiction of any other forum.
17. Disclaimer of Warranties
The Website is provided “as is” and “as available.” The Client agrees to use the Website and services at their own risk. Blue Spark Consulting disclaims all warranties, express or implied, regarding the Website and its use, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Blue Spark Consulting makes no representations or warranties about the accuracy or completeness of the Website content or any linked sites. It shall not be held liable for any errors, omissions, data loss, unauthorized server access, service interruptions, malware from third parties, or any damages resulting from content use via the Website.
18. Limitation of Liability and Indemnification
Blue Spark Consulting, its directors, employees, or subcontractors shall not be held liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including loss of profit, revenue, or data, resulting from use of the Website. The Client agrees to defend, indemnify, and hold harmless Blue Spark Consulting and its partners from any claim, loss, liability, obligation, cost, or expense (including attorney's fees) resulting from: (1) use of the Website, (2) breach of these T&Cs, (3) false representations or warranties made by the Client, or (4) infringement of third-party rights, including intellectual property. Blue Spark Consulting reserves the right, at the Client’s expense, to assume exclusive defense of any claim, and the Client agrees to cooperate fully with this defense.
19. User Data
The Client is solely responsible for all data transmitted or related to any activity performed via the Website. Blue Spark Consulting shall not be held liable for any loss or corruption of such data, and the Client expressly waives any right of action in this regard.
20. Content Licensing
The Client is solely responsible for the use of any content (images, fonts, videos, etc.) included in their materials (website, documents, communications). It is the Client’s responsibility to ensure that all content used is properly licensed. Blue Spark Consulting may hold certain usage licenses as part of its services, but such licenses are not transferrable to the Client unless expressly agreed in writing.
21. Showcasing of Work
Unless explicitly agreed otherwise, Blue Spark Consulting reserves the right to reference work completed for the Client (e.g., case studies, testimonials) on its digital channels, including website, social media, and commercial presentations. The Client may request the signing of a Non-Disclosure Agreement (NDA), in which case Blue Spark Consulting agrees not to disclose or publicly discuss the work performed.
22. Final Provisions
The invalidity of any clause of these T&Cs shall not affect the validity of the remaining provisions.
23. Subcontracting
Blue Spark Consulting may use subcontractors or partners to deliver services in accordance with these T&Cs. Blue Spark Consulting remains responsible for the quality of the services provided and requires that its subcontractors comply with the same confidentiality and security obligations.
24. Mediation and Amicable Resolution
In the event of a dispute, the parties shall endeavor to find an amicable solution. If no agreement is reached within 30 days, they may initiate a formal mediation process before taking any legal action.
25. Contact
Blue Spark Consulting – contact@blue-spark.co – www.lms-ready.com
SASU registered with the RCS of Vannes under no. 983 052 911 00010
