Terms and Conditions of Sale — Spica (Lingua.space)

Last updated: 8 October 2026

This English version is provided for information only. The French version (Conditions Générales de Vente) is the legally binding version and prevails in case of any discrepancy.

These Terms and Conditions of Sale (the "Terms") apply to the Services offered under the trade name "Spica" by the association LINGUA.SPACE, a non-profit association governed by the French law of 1 July 1901 and the decree of 16 August 1901.

• RNA number: W751268479
• SIREN: 925 315 814 — SIRET: 925 315 814 00010
• Registered office: 1 Villa Guibert, 75016 Paris, France
• Email: contact@spicaclub.com
• Telephone: +33 7 66 53 10 44
• VAT not applicable, Article 293 B of the French General Tax Code (Code général des impôts)

Article 1 – Definitions

In these Terms, the following terms have the meaning given to them below, whether used in the singular or the plural:

"Association" or "Lingua.space": the association LINGUA.SPACE, whose details appear at the head of these Terms, which carries on its activities under the trade name "Spica".

"Entry Assessment": the assessment carried out upon registration on the Platform, in particular by means of the "Stella" assistant (recorded spoken questions, comprehension tests), and then reviewed by a coach.

"Client": any natural or legal person subscribing to an Offer. The Client is either a Consumer or a Professional Client.

"Consumer": any natural person acting for purposes which fall outside the scope of their commercial, industrial, craft, liberal or agricultural activity, within the meaning of the preliminary article of the French Consumer Code (Code de la consommation).

"Professional Client": any Client other than a Consumer.

"Account": the Client's personal space on the Platform.

"Credits": the units of value, called "coins" on the Platform, credited to the Client's Account under a subscription, a purchase or a Programme, and enabling Services to be booked under the conditions set out in Article 6.3.

"Offer": each of the services described in Annex 1 and on the presentation page of each Offer, at the prices stated therein.

"Participant": the natural person who actually receives a Service, whether or not that person is the Client.

"Platform": the website accessible at spicaclub.com and app.spicaclub.com and all of its features, including the educational content, the Entry Assessment, the artificial intelligence tools and the progress dashboard.

"Programme": a group Offer made up of several sessions on fixed dates, such as a challenge or a cohort (for example "Pitch Perfect — Web Summit Edition").

"Services": the services provided by the Association, as described in Article 3 and set out in detail in Annex 1.

Article 2 – Purpose and scope

The Association offers services for learning and practising English, mainly online: conversation sessions, challenges and Programmes, individual or group support, educational materials, progress tracking and, where the Offer so provides, feedback or educational assistance tools using artificial intelligence.

These Terms apply to every order placed by a Client and to every receipt of Services by a Participant.

They are provided before the order is placed and must be accepted by the Client before any payment or final registration.

The Services are services within the legal meaning of the term. They do not include membership of the Association. Membership, which is governed by the Association's articles of association and internal rules, is separate and optional; it is not required in order to benefit from the Services. Any donations made to the Association are not governed by these Terms.

Article 3 – Services provided by the Association

The Services are intended exclusively for natural persons who are of full age and have legal capacity. By placing an order, the Client represents and warrants that they are at least eighteen (18) years of age and have the legal capacity to enter into a contract or, if acting on behalf of a legal person, have the authority to bind it.

The Association reserves the right to request any supporting evidence and to terminate automatically, without compensation, any contract concluded in breach of this Article. The sums corresponding to Services not provided are then refunded.

The Offers proposed by the Association, their essential characteristics and their prices are set out in Annex 1, which forms an integral part of these Terms, and on the presentation page of each Offer.

For each Offer, Annex 1 or the presentation page of the Offer specifies, as a minimum: the nature and format of the Service (group or individual, online or in person), the length of each session, the number of sessions, the minimum and maximum number of participants where applicable, the required or recommended language level, the language in which sessions are led, the digital materials and features included, whether or not sessions are recorded and personalised feedback is provided, the period of validity of any Credits included, and the total price inclusive of all taxes.

The Services consist of support for language practice and progress. They constitute neither a vocational training activity within the meaning of the French Labour Code (Code du travail) nor preparation for an official certification. The Association does not guarantee that any diploma, official certification or standardised score will be obtained, that any particular language level will be reached, or any professional outcome. Progress depends in particular on the Participant's attendance, initial level, personal practice and commitment.

Article 4 – Ordering and access

4.1. Pre-contractual information

Before any order is placed, the Association provides the Client, in a legible and comprehensible manner, with the information required by Articles L. 111-1, L. 111-2 and L. 221-5 of the Consumer Code, including: the essential characteristics of the Offer, the total price inclusive of all taxes, the terms and the date or time frame for performance, the payment terms, the term of the contract and, where applicable, the minimum duration of the Client's obligations, the existence and terms of the right of withdrawal, the applicable legal guarantees, and the arrangements for the amicable settlement of disputes.

This information appears on the presentation page of the Offer, in Annex 1 and on the order summary.

4.2. Online ordering process

Ordering from the Platform. An order for a subscription, a session or any other Offer available on app.spicaclub.com proceeds through the following steps: (i) selection of the Offer and, where applicable, of any options; (ii) identification of the Client and creation or identification of the Account; (iii) display of a summary stating the essential characteristics of the Offer, the total price payable, the term of the contract, the Client's minimum commitment period where applicable, and the existence of the right of withdrawal; at this stage, the Client may go back to the previous steps and correct any input errors; (iv) express acceptance of these Terms by means of a separate tick box which is not pre-ticked; (v) where applicable, an express request for performance to begin before the end of the withdrawal period, under the conditions set out in Article 9.2, by means of a separate tick box which is not pre-ticked; (vi) confirmation of the order and payment on the secure page of the Association's payment service provider (Stripe), by means of a button labelled "Pay" (« Payer »), "Subscribe" (« S'abonner ») or any other unambiguous wording indicating that the order entails an obligation to pay.

Booking a Programme by means of a form. For certain Programmes, in particular "Pitch Perfect — Web Summit Edition", the Client first completes a booking form on the Offer page, on which they accept these Terms and, where applicable, make the request provided for in Article 9.2, by means of separate tick boxes which are not pre-ticked. The Association then sends the Client, on a durable medium, a summary of the booking (Offer, dates, options, total price) and a secure payment link (Stripe). The form does not constitute an order and does not commit the Client to pay: the contract is formed at the time of payment, made by means of a button labelled "Pay" (« Payer ») or any other equivalent wording.

In all cases, payment constitutes acceptance of the price, of the description of the Offer and of these Terms, and forms the contract.

4.3. Language, confirmation and archiving

The contract is concluded in the French language. An English translation of the Terms may be provided for information purposes; in the event of any discrepancy, only the French version is authoritative.

The Association sends the Client, on a durable medium and at the latest before performance of the Service begins, an order confirmation setting out all the information referred to in Article L. 221-5 of the Consumer Code.

In accordance with Article L. 213-1 of the Consumer Code, contracts concluded by electronic means for a sum equal to or greater than 120 euros are archived by the Association for ten (10) years from the conclusion of the contract. The Client may request a copy at any time by writing to contact@spicaclub.com.

Article 5 – Account

Access to certain Services requires the creation of an Account. The Client warrants the accuracy of the information provided and undertakes to keep it up to date.

The Account is strictly personal. Login credentials are confidential; the Client is responsible for keeping them safe and for any use of the Account, unless the Client demonstrates fraudulent use for which they are not responsible. The Client shall inform the Association without delay of any unauthorised use by writing to contact@spicaclub.com.

Sharing, assigning or making the Account available to a third party is prohibited. Where an Offer is subscribed to by a Professional Client for the benefit of several Participants, the number of Accounts opened corresponds to the number of Participants provided for in the contract.

The Client may close their Account at any time from within the Account or by writing to contact@spicaclub.com. Closure entails termination of any current subscriptions under the conditions set out in Article 8.4 and does not give rise to any refund of Services already provided.

Article 6 – Prices, payment, invoicing and Credits

6.1. Prices

The applicable prices are those stated in the description of the Offer and on the order summary. They are stated in euros, inclusive of all taxes.

A launch price or discount may be offered for a limited period or a limited number of places; its conditions are then stated on the Offer page.

6.2. Payment and invoicing

Payment is made by bank card, on the secure page of the Association's payment service provider (Stripe). Professional Clients may also pay by bank transfer, against an invoice or an accepted quotation. Bank card data is processed exclusively by the payment service provider and is not stored by the Association.

Unless otherwise stated, payment is due before the Service begins. In the case of recurring payments, the Client authorises the debit at the frequency indicated at the time of subscription.

An invoice is issued on request, where applicable in the name of the Client's company.

For Professional Clients paying against an invoice, invoices are payable within the period stated on the invoice or quotation or, failing that, within thirty (30) days of their issue. No discount is granted for early payment, unless otherwise stated.

In the event of late payment by a Professional Client, late payment penalties are automatically due, without any prior reminder, calculated at a rate equal to three (3) times the statutory interest rate in force, applied to the amount of the invoice inclusive of tax, from the day following the payment date shown on the invoice until payment in full. In addition, a fixed indemnity for recovery costs of forty (40) euros is due per unpaid invoice, in accordance with Articles L. 441-10 II and D. 441-5 of the French Commercial Code (Code de commerce). Where the recovery costs incurred exceed this fixed amount, the Association may claim additional compensation upon presentation of supporting evidence.

In the event of non-payment persisting fifteen (15) days after a formal notice that has remained without effect, the Association may suspend performance of the Services until payment in full, without such suspension giving rise to any right to compensation for the Professional Client.

6.3. Credits

Subscription Credits. Certain Offers take the form of a subscription entitling the Client to a set number of Credits per billing period. The number of Credits allocated and the number of Credits required for each Service are set out in Annex 1. Credits are credited to the Client's Account on the first day of each billing period, subject to actual receipt of the corresponding payment.

Subscription Credits not used by the end of a billing period are automatically carried over to the following period or periods, up to a limit of three (3) consecutive periods and provided that the subscription remains in force. Beyond this limit, unused Credits expire.

Credits included in a Programme or purchased individually. Where a Programme or a purchase includes Credits, their number and expiry date are stated on the Offer page and on the order summary. These Credits expire on the stated date and cannot be carried over.

Common provisions. The Association informs the Client, by any means, at least fifteen (15) days before their Credits expire. Credits constitute neither currency, nor a means of payment, nor a monetary claim. They are neither assignable, nor transferable between Accounts, nor convertible into cash, subject to the following paragraph.

If the subscription is terminated at the Client's initiative, unused Credits remain usable until the end of the current billing period and then expire. If the subscription is terminated at the Association's initiative for any reason other than a serious breach by the Client, or if the Association is unable to provide the Services, unused Credits are refunded to the Client in proportion to the price paid, within fourteen (14) days.

Any change in the number of Credits required for a Service applies only to Credits allocated after the change has come into force, the Client having been duly notified of it.

Article 7 – Performance of the Services

7.1. General terms

The essential characteristics of each Service, in particular its format, duration, access arrangements and, where applicable, the number of sessions or Credits included, are specified before the order is placed.

The Services are provided on the dates, at the times and in accordance with the arrangements stated at the time of the order or subsequently communicated to the Client on a durable medium. Times are expressed in Paris time.

7.2. Changes to teaching arrangements

The Association may change the topics covered, educational materials, exercises, facilitation methods, digital tools, Platform features, instructors or organisational arrangements of the Services, provided that such changes do not alter the essential characteristics of the Service subscribed to.

7.3. Access to online Services

The Client acknowledges that the Services are provided mainly remotely and require: (i) compatible equipment; (ii) adequate Internet access; (iii) a compatible browser or application; (iv) a working microphone and, where requested, a camera.

The Client remains responsible for their own equipment, connections and means of electronic communication. The Association cannot be held liable for difficulties in accessing the Services resulting from a malfunction of the Client's equipment or Internet connection.

7.4. Third-party tools and unavailability

The Services may rely on services or platforms provided by third parties, in particular videoconferencing, hosting, payment, transcription or educational assistance tools.

The Association uses reasonable efforts to ensure the availability of the Services. However, temporary interruptions may occur, in particular for reasons of maintenance, security, technical incidents or the unavailability of a third-party provider.

7.5. Digital features, transcriptions and AI assistance

Where the Offer so provides, the Services may include features for transcription, linguistic analysis, generation of statistics, personalised feedback or educational assistance based on automated or artificial intelligence technologies. These tools are intended solely for educational purposes.

Automatically generated results, analyses, assessments, recommendations or feedback are provided for guidance only and constitute neither an official certification nor a professional assessment of the Client's language level.

Article 8 – Cancellation, rescheduling, absence and termination

The conditions for cancellation, rescheduling, refund or termination are those stated at the time of the order or in the specific conditions of the Offer subscribed to. Unless otherwise specified, the following rules apply.

8.1. One-off sessions

Sums paid when ordering a one-off session constitute a deposit (acompte) within the meaning of Article L. 214-1 of the Consumer Code. The contract is binding as soon as it is concluded, subject to the exercise of the right of withdrawal provided for in Article 9.

The Client may request that a session be rescheduled, free of charge, up to twenty-four (24) hours before the scheduled time, subject to availability. The request is made from the Account or in writing to contact@spicaclub.com.

An absence of the Participant or a request for rescheduling made less than twenty-four (24) hours before the session does not give rise to any refund, as the place has been reserved. This provision does not apply in the event of force majeure or a duly substantiated legitimate reason (in particular illness, accident or bereavement), in which case the session is rescheduled free of charge or refunded.

Where the Association reschedules or cancels a session less than twenty-four (24) hours before the scheduled time, the Client may, at their option, obtain rescheduling free of charge, a credit note for an amount equal to the price of the session, or a full refund.

8.2. Programmes and challenges

Programmes and challenges are offered for the duration and on the dates stated at the time of the order. Any session that the Participant does not attend remains payable, except in the event of a valid exercise of the right of withdrawal, cancellation attributable to the Association, force majeure or application of the guarantee provided for in Article 8.3. Where the Offer so provides, an absent Participant receives the summary of the session and personalised feedback on their work; if another group is open, the Participant may join it in the same week, subject to available places.

Where a Programme is subject to a minimum number of participants, this is stated in Annex 1. If the minimum number of participants is not reached by the registration closing date, the Association informs the Client at the latest forty-eight (48) hours before the first session and offers the Client, at their option, rescheduling free of charge or a full refund.

If the Association is unable to perform all or a substantial part of the Programme, the Client may, at their option, obtain rescheduling free of charge, take part in an alternative format offered by the Association, obtain a credit note for an amount equal to the pro rata price of the part of the Programme not delivered, or obtain a full refund.

8.3. "First session" guarantee

Where Annex 1 so provides for a Programme, a Client who is not satisfied with the first session may request a full refund of the price paid, without having to give reasons, by writing to contact@spicaclub.com within forty-eight (48) hours of the end of that first session. The refund is made within fourteen (14) days, using the same means of payment as that used for the order. The contract then comes to an end and the Credits included in the Programme are cancelled.

This commercial guarantee is in addition to the right of withdrawal and the legal guarantees, which it does not limit.

8.4. Subscriptions and recurring Offers

The term of the subscription, its price, the billing frequency, whether or not there is a minimum commitment period, the renewal conditions and the termination arrangements are stated on the Offer page and repeated in the order summary.

Unless otherwise brought to the Client's attention before the order, subscriptions are tacitly renewed for successive periods of the same duration.

Where the subscription is taken out for a period of more than one month and is tacitly renewable, the Association informs the Client in writing, on a durable medium, no earlier than three (3) months and no later than one (1) month before the end of the current period, of the option not to renew the subscription.

The Client may terminate their subscription at any time, free of charge and without having to give reasons, subject to compliance with the minimum commitment period where one is stated in Annex 1. Termination takes effect at the end of the current billing period.

In accordance with Article L. 215-1-1 of the Consumer Code, the Association makes available to the Client an online termination feature, permanently accessible from the Client's Account under the heading "Cancel your contract" (« Résilier votre contrat »), and from the Platform when the Client is not logged in, in which case the Client is told what means of identification are required.

The Client enters the information strictly necessary to identify themselves and the contract, then confirms the request by means of a button labelled "Confirm my cancellation request" (« Confirmer ma demande de résiliation »). The Association sends the Client, without delay and on a durable medium, an acknowledgement of receipt stating the date on which the request was received, the date on which termination takes effect and the effects of termination.

The Association may terminate the subscription, subject to one (1) month's notice given on a durable medium, if the Offer concerned is discontinued. The sums corresponding to the unperformed period and unused Credits are then refunded pro rata.

8.5. Breach by the Participant

The Participant undertakes to behave respectfully and in compliance with the laws and regulations in force, as well as with the rules for use of the Platform and of the community.

In the event of a breach by the Participant of their obligations, in particular in the event of inappropriate, disruptive, abusive or discriminatory behaviour or behaviour that undermines the proper conduct of the Services or the rights of other Participants, the Association reserves the right, after assessing the situation: (i) to issue a warning; (ii) to suspend access to the Services temporarily; (iii) or to terminate access to the Services automatically, with immediate effect in the event of a serious or repeated breach, or after a formal notice that has remained without effect for fifteen (15) days in other cases.

Except where the breach is so serious as to make it impossible for the Participant to remain in the Services (in particular discriminatory remarks, harassment, threats, or interference with the security of the Platform or with other Participants' data), the Association first informs the Participant of the alleged facts and of the measure envisaged, and invites the Participant's comments within seven (7) days.

Any decision to suspend or terminate is reasoned and notified on a durable medium. It states the means of challenging the decision, which must be exercised in writing at contact@spicaclub.com; the Association responds within fifteen (15) days.

Unless mandatory legal provisions provide otherwise, any suspension or termination based on a serious or repeated breach by the Participant does not give rise to any refund of sums paid, including in respect of Services not yet used or of the current period.

The Client may terminate the contract on the same conditions in the event of a serious breach by the Association of its obligations, after a formal notice that has remained without effect for fifteen (15) days.

Article 9 – Right of withdrawal

(Provision applicable to Consumers)

9.1. General rules

The Client has a period of fourteen (14) days from the conclusion of the contract in which to exercise their right of withdrawal, without having to give reasons for their decision or bear any costs other than those provided for in Article 9.2.

The Client informs the Association of their decision to withdraw, before the period expires, by one of the following means: (i) by using the online withdrawal feature, which is free of charge and accessible throughout the withdrawal period, at spicaclub.com/withdrawal; the Association then sends the Client without delay, on a durable medium, an acknowledgement of receipt of the withdrawal; (ii) by sending the model withdrawal form set out in Annex 2 to contact@spicaclub.com; (iii) by sending any other unambiguous statement setting out their decision to withdraw, by email to contact@spicaclub.com or by post to LINGUA.SPACE, 1 Villa Guibert, 75016 Paris.

9.2. Performance of the Service before the period expires

Where the Client expressly requests that performance of the Service begin before the end of the withdrawal period, the Client acknowledges that, in the event of subsequent withdrawal, they will be liable for an amount proportionate to the Service actually provided up to the time they notify their withdrawal.

The Client is informed that the right of withdrawal can no longer be exercised: (i) for a Service fully performed before the end of the fourteen-day period, where performance began with the Client's prior express consent and the Client expressly acknowledged that they would lose their right of withdrawal once the Service had been fully performed by the Association (Article L. 221-28, 1° of the Consumer Code); (ii) for the supply of digital content not supplied on a tangible medium, where performance has begun, where the Client has given their prior express consent for performance to begin before the expiry of the withdrawal period, has acknowledged that they would thereby lose their right of withdrawal, and the Association has provided them with the confirmation provided for in Article L. 221-13 of the Consumer Code (Article L. 221-28, 13°).

The statements referred to above are collected by means of separate tick boxes which are not pre-ticked, and are repeated in the order confirmation.

9.3. Effects of withdrawal

The Association refunds the Client all sums paid, less, where applicable, the amount due under Article 9.2, no later than fourteen (14) days after the date on which it is informed of the decision to withdraw.

The refund is made using the same means of payment as that used by the Client for the initial transaction, unless the Client expressly agrees to another means. It does not entail any cost for the Client.

Article 10 – Legal guarantees

10.1. Legal guarantee of conformity

Pursuant to Articles L. 224-25-12 et seq. of the Consumer Code, the Association is required to supply digital content or a digital service that conforms to the contract and is liable for any lack of conformity existing at the time of supply.

The Client may, throughout the period during which the digital service is supplied, take action under the legal guarantee of conformity. Where a lack of conformity is established, this guarantee requires the Association to bring the digital service into conformity within a reasonable time and at no cost to the Client. The Client may obtain a price reduction or termination of the contract if bringing the service into conformity is impossible, if the Association has refused to do so, or if it cannot be done within a reasonable time.

10.2. Legal guarantee against hidden defects

Pursuant to Articles 1641 to 1649 of the French Civil Code (Code civil), the Association is liable for hidden defects that render the thing unfit for its intended use, or that so diminish that use that the buyer would not have acquired it, or would have paid a lower price for it, had the buyer known of them. Any action arising from latent defects must be brought by the Client within two years of the discovery of the defect.

Mandatory notice — Legal guarantees applicable to digital services

The Association guarantees the Client against any lack of conformity of the digital service and informs the Client that:

Where the Client asks the Association, during the supply of the digital service, to bring it into conformity, the Client benefits from the legal guarantee of conformity provided for in Articles L. 224-25-12 to L. 224-25-26 of the Consumer Code.

Under the legal guarantee of conformity, the Association is obliged to bring the digital service supplied to the Client into conformity at no cost, within a reasonable time and without significant inconvenience to the Client.

The Client may obtain a price reduction or termination of the contract where: bringing the service into conformity is impossible or is carried out after a reasonable time has elapsed; the lack of conformity persists after the attempt to bring the service into conformity; the lack of conformity is serious enough to justify a price reduction or immediate termination of the contract; the Client has stated, or it is clear from the circumstances, that the Client cannot accept the service being brought into conformity.

The Client is also entitled to a price reduction or termination of the contract where the Association has refused to bring the service into conformity, or where it cannot be brought into conformity within one month of the Client's request.

The legal guarantee of conformity entitles the Client to have the digital service brought into conformity at no cost.

The Client may decide to enforce the guarantee against hidden defects in the thing sold within the meaning of Articles 1641 to 1649 of the Civil Code. In that case, the Client may choose between cancellation of the sale or a reduction in the sale price, in accordance with Article 1644 of the Civil Code.

Article 11 – Recording of sessions

11.1. Recording inherent in the Service

Group sessions (Conversations, challenges and Programmes) take place on a videoconferencing tool and are recorded. The recordings are automatically transcribed, which is necessary for producing individualised educational feedback and for progress tracking. This characteristic is stated in Annex 1, repeated before the order is placed and announced at the start of each session.

The Client acknowledges that participation in these Offers necessarily involves such recording, which cannot be disabled without depriving the Service of its substance. Recordings and transcriptions are kept for the periods stated in the Privacy Policy; they are never shared outside the Association and its technical service providers.

Spoken answers to the Entry Assessment and voice messages sent by the Participant between sessions are also recorded, for the same purposes.

11.2. Sessions without recording

Individual sessions may be held without recording at the request of the Participant, made no later than the start of the session. Certain one-off workshops are not recorded at all; Annex 1 specifies this.

11.3. Distinguishing between speakers

In order to attribute each contribution to the correct Participant and to produce individualised feedback, the transcription tool automatically distinguishes between the different voices within a single recording, without identifying them; the coach then manually attributes each contribution to the Participant concerned. No voiceprint is kept or used to identify a Participant from one session to another or outside the Service.

The terms on which personal data is processed, including the legal bases, retention periods and recipients, are set out in the Privacy Policy available at spicaclub.com/privacy, which is provided before any order is placed.

Article 12 – Intellectual property

12.1. The Association's materials

The content, materials, methods, exercises, texts, videos, presentations, tools, learning pathways, databases, trade marks, logos and graphic elements made available by the Association remain the exclusive property of the Association or its partners.

The Association grants the Client, for the term of the contract only, a personal, non-exclusive, non-assignable and non-transferable right of use, limited to the Client's learning needs or, for a Professional Client, to the internal use provided for in the order, to the exclusion of any commercial exploitation. In particular, the reproduction, performance, distribution, extraction, re-use, resale, online publication and adaptation, in whole or in part, of the Association's content are prohibited, save for the statutory exceptions.

12.2. Participants' content

The Participant retains the rights they hold in the content they produce in the course of the Services (spoken contributions, written work, pitches and other output). The personal elements of their Pitch Kit (pitches, answers, introductory phrases) belong to the Participant, who may use them freely.

The Participant grants the Association, free of charge, a non-exclusive, non-transferable licence limited to the rights of reproduction, performance and technical adaptation of such content, solely for the following purposes: (i) providing the Service subscribed to; (ii) producing educational feedback and progress tracking; (iii) enabling the Participant to view and listen again to their own output; and (iv) complying with the Association's legal obligations. This licence is granted for the term of the contract, worldwide, and only on the media necessary for the provision of the Service. Any use of a Participant's content for communication purposes (for example a testimonial or a "before / after" extract) requires the Participant's prior and separate consent.

The Participant warrants that they hold the necessary rights in the content they provide and that such content does not infringe any third-party rights or any legal provision.

Article 13 – Artificial intelligence features

Certain Services rely on artificial intelligence systems, in particular automatic speech transcription, linguistic analysis and assistance in preparing educational feedback. Feedback sent to Participants is reviewed and approved by a coach.

The Participant is informed, at the latest at the time of their first interaction and in a clear and distinct manner within the interface, when they are interacting with an artificial intelligence system (for example the "Stella" assistant) and not with a natural person.

No decision producing legal effects concerning the Participant or similarly significantly affecting them is taken solely on the basis of automated processing. Decisions relating to access to the Services, suspension or termination involve human intervention.

Participants' audio recordings and transcriptions are not used by the Association to train artificial intelligence models; the Association gives preference to service providers and settings that exclude the use of such data to train their own models. Any use for the purposes of improving the Services or for training would be subject to a separate purpose, specific information and, where required, the Participant's separate consent.

Article 14 – Liability and complaints

14.1. Common provisions

The Association provides the Services with diligence and professionalism, under an obligation of means (obligation de moyens) as regards learning outcomes, since the Participant's progress depends on factors beyond its control.

The Association is not liable for difficulties attributable to the Participant's equipment, Internet connection, working environment or personal tools, provided that the technical prerequisites were brought to the Participant's attention before the order was placed.

Any complaint must be sent to contact@spicaclub.com, with the information needed to identify the order, session or Service concerned.

14.2. Professional Clients

The Association may be held liable only for direct, certain and proven damage resulting from a contractual breach attributable to it. It is not liable for indirect damage, in particular operating losses, loss of turnover, loss of opportunity, damage to reputation or failure to achieve professional objectives.

The Association's total aggregate liability, for all causes combined, may not exceed the total amount, exclusive of tax, paid by the Professional Client for the Service giving rise to the damage during the twelve (12) months preceding the event giving rise to liability.

These limitations do not apply in the event of fraud (dol), gross negligence (faute lourde) or personal injury, or in cases where they are prohibited by law.

Article 15 – Force majeure

Neither party may be held liable for any delay or failure to perform resulting from an event of force majeure within the meaning of Article 1218 of the Civil Code, that is to say an event beyond its control, which could not reasonably have been foreseen when the contract was concluded and whose effects cannot be avoided by appropriate measures.

The party prevented from performing shall inform the other party as soon as possible.

If the impediment is temporary, performance is suspended and the Association offers the Client, at the Client's option, rescheduling, an alternative format or a refund of the Services not performed. If the impediment is permanent or lasts more than sixty (60) days, either party may terminate the contract automatically; the Association then refunds the sums corresponding to the Services not performed.

It is expressly agreed that the unavailability of one of the Association's instructors and the failure of a technical service provider used by the Association do not constitute cases of force majeure.

Article 16 – Amendments to the Terms

The Association may amend these Terms, in particular to take account of legal, regulatory or technical developments or of changes to its range of Services.

The applicable Terms are those in force on the date of the order. Orders, Programmes and subscriptions already taken out remain governed by the Terms accepted when they were concluded, until they end or, where applicable, until the subscription is renewed. Any new version of the Terms applies only to new orders and to renewals and tacit renewals taking place after it comes into force.

By way of exception, amendments made necessary by a mandatory legal or regulatory provision, an administrative or judicial decision, or a security imperative may apply to current contracts from the date on which they come into force, strictly to the extent necessary to comply with such requirements.

Article 17 – Miscellaneous provisions

17.1. Entire agreement. These Terms, their annexes, the order and, where applicable, the specific conditions and the quotation constitute the entire agreement between the parties. In the event of any conflict, the order of precedence is as follows: (i) the specific conditions or the accepted quotation; (ii) these Terms and their annexes; (iii) the presentation page of the Offer.

17.2. Severability. If any provision of these Terms is declared null and void, unlawful or unenforceable, the other provisions remain in full force and effect. The provision concerned is replaced by a valid provision whose economic effect is as close as possible.

17.3. No waiver. The fact that a party does not rely on a breach by the other party may not be interpreted as a waiver of its right to rely on that breach subsequently.

17.4. Assignment. The Client may not assign or transfer the contract without the Association's prior written consent. The Association may assign the contract in the event of a merger, contribution of assets or universal transfer of assets and liabilities, provided that it informs the Client at least one (1) month in advance; the Consumer may then terminate the contract free of charge.

17.5. Evidence. The parties agree that the computer records kept in the systems of the Association and its service providers constitute evidence of orders, payments and communications. This agreement is without prejudice to the Client's right to prove the contrary by any means.

17.6. Notices. Unless otherwise provided, notices are validly sent by email to the addresses provided by the parties, or by registered letter with acknowledgement of receipt to the addresses set out at the head of these Terms.

Article 18 – Mediation, governing law and jurisdiction

These Terms are governed by French law.

In the event of a dispute, the Client is invited first to contact the Association at contact@spicaclub.com, with a view to finding an amicable solution.

If the Client is a Consumer, they may refer the matter free of charge to the consumer mediator to which the Association belongs, after first submitting a written complaint that has not received a satisfactory response. The Association has initiated its membership of a consumer mediation scheme; the mediator's details (name, address, website and referral procedure) will be included in this Article as soon as that membership is finalised and will be provided on request to contact@spicaclub.com.

Failing an amicable resolution, disputes fall within the jurisdiction of the competent courts in accordance with the ordinary rules of law. For Professional Clients, unless mandatory provisions provide otherwise, the courts within the jurisdiction of Paris have exclusive jurisdiction.

Annex 1 – Offers

The detailed characteristics of each Offer also appear on its presentation page on spicaclub.com. Prices are inclusive of all taxes. All sessions take place online, in English, in Paris time, for participants at B1 level or above.

Annex 2 – Model withdrawal form

(Please complete and return this form only if you wish to withdraw from the contract.)

For the attention of LINGUA.SPACE (Spica), 1 Villa Guibert, 75016 Paris — contact@spicaclub.com:

I/We () hereby give notice that I/we () withdraw from my/our (*) contract for the provision of the following service:

Ordered on (*):

Name of consumer(s):

Address of consumer(s):

Signature of consumer(s) (only if this form is notified on paper):

Date:

(*) Delete as appropriate.