terms & conditions of service

The website http://www.dokeos.com (hereinafter the “Website”) and the DOKEOS LMS (Learning Management System) portal (hereinafter the “Platform”) are initiatives of DOKEOS, a limited liability company with its registered office at 1301 Wavre, Provinciale Street, 264, registered with the Crossroads Bank for Enterprises under number 0862.938.031, identified with the General Taxation Administration (VAT) under number BE0862.938.031, and registered with the Register of Legal Entities of Walloon Brabant, email: info@dokeos.com (hereinafter “DOKEOS”).

1. Scope of Application

1.1 These General Terms and Conditions of Service (hereinafter the “GCS”) govern the conditions of access and provision of the Platform and determine the rules applicable, in particular, to maintenance, hosting, and technical support services related to the Platform offered by DOKEOS to the “Client.” DOKEOS and the Client are hereinafter collectively referred to as the “Parties” or individually as a “Party.”

1.2 By tacitly or expressly accepting the service offer issued by DOKEOS (hereinafter the “Quote”), the Client acknowledges having read, understood, and irrevocably accepted the GCS without reservation. The Quote specifies the Service Level Agreement (the “Service Level” or “SLA”) subscribed to by the Client, as well as the price of user licenses for the Platform.

1.3 The GCS and the Quote are inseparably linked and together form the “Contract.” The Contract contains all the commitments, rights, and obligations related to the matters addressed therein. It supersedes all prior letters, statements, warranties, and agreements, whether written or verbal, in connection with its subject matter. It takes precedence over any general conditions of the Client, even if they provide otherwise and/or have been communicated later with or without opposition from DOKEOS.

1.4 The Contract constitutes a legally binding agreement between the Parties, the enforcement of which can be requested in court.

1.5 DOKEOS reserves the right to modify the GCS at any time without prior notice. However, DOKEOS will inform the Client of the changes by email or message displayed on the Platform for a period of at least eight (8) days. The changes will take effect immediately, unless otherwise specified. The use of the Platform after the changes to the GCS implies acceptance by the Client.

1.6 Without prejudice to Article 1.3, the Parties may exceptionally deviate from the provisions of the GCS by written agreement. These deviations may consist of the modification, addition, or deletion of clauses to which they relate and have no effect on the application of other provisions of the GCS.

1.7 By accepting the GCS, the Client guarantees compliance with the general terms of use of the Platform (hereinafter the “Terms of Use”) by the users to whom it grants access.

2. Description of Services

2.1 General

2.1.1 The Platform is an online learning platform designed for companies that want to train and assess the skills of their employees online.

2.1.2 The Platform is available in both a paid and a free version. The free version is only accessible as part of a limited trial period.

2.2 Subscription

2.2.1 The Client accesses the Platform and its services through a web application. To benefit from it, the Client must activate its access to the Platform by subscribing to a paid subscription (hereinafter the “Subscription”), or, if applicable, to a free trial, accessible from the Website. Activation can be done remotely by DOKEOS.

2.2.2 The Subscription includes certain technical support, maintenance, and hosting services defined in Articles 2.3, 2.4, and 2.5. DOKEOS may also provide specific development services as defined in Article 2.6.

2.3 Technical Support

2.3.1 DOKEOS provides Clients with a support service, including the detection and correction of anomalies on the Platform, as well as its update. This support includes assistance to the Client in the event of technical problems related to the malfunctioning of the Platform within a response time that depends on the SLA level. Subject to the Client’s right to request customized documentation at its own expense, the technical service also includes providing the Client with standard documentation related to the Platform and the issues that may arise.

2.3.2 Technical support is provided either through an online form on the client’s platform or by email (support@dokeos.com), or by a video conference appointment with a member of the Dokeos team.

2.3.3 The support service is available on business days from 9 am to 5 pm. Business days include all days of the year, except Saturdays, Sundays, and legal holidays in Belgium, as well as any days when banks are not open in Brussels, Belgium.

2.3.4 To the extent possible, DOKEOS responds to the Client’s questions within the deadlines specified in the SLA or, failing that, as soon as possible from the receipt of the request.

2.3.5 DOKEOS servers are monitored 24/7 by support staff who are alerted in case of a service problem.

2.3.6 DOKEOS makes every effort to resolve technical issues that may be encountered by the Client, without this obligation constituting a result obligation.

2.4 Maintenance Services

2.4.1 DOKEOS ensures the maintenance of the Platform. Maintenance services may include bug fixes as well as modifications, updates, upgrades, and the implementation of new versions of the Platform. Maintenance services consist of two (2) parts: updating software layers related to the Platform and the security of the portal and server. Updates may include both the correction of known anomalies and the implementation of new features.

2.4.2 DOKEOS is free to implement the maintenance services it deems necessary at any time and without prior notice to ensure that the Platform’s features, as described on the DOKEOS website or in the documentation provided by DOKEOS to the Client, remain accessible to the Client and meet its expectations.

2.4.3 The Client will not be informed of corrective or security updates. However, DOKEOS will, as far as possible, inform the Client within a reasonable time frame of any evolutionary maintenance work to be carried out and its impact on the operation of the Platform before proceeding with the update within the deadlines specified in the SLA. In the case of major updates, DOKEOS will contact the Client to define an update schedule within a maximum of six (6) months.

2.4.4 If the Client notices, following the maintenance work, a problem of any kind, it notifies DOKEOS without delay, in writing and as precisely as possible, so that DOKEOS can attempt to remedy it within a reasonable time frame.

2.4.5 In the event of a blocking anomaly for the use of the Platform, the Client may request DOKEOS’s intervention according to the channels and modalities (hours and deadlines) provided in the SLA. The Client will provide at least the URL of the problem, the user’s login and password, a screenshot, and explanations regarding the nature of the problem and the circumstances of use. Anomalies limiting the use of the Platform are not considered blocking.

2.4.6 DOKEOS guarantees the restoration of the Platform and its services within thedeadlines specified in the SLA.

2.4.7 Maintenance services do not include repairs or interventions required due to the Client’s computer system or improper use of the Platform.

2.5 Hosting

2.5.1 The Client accesses the Platform through a portal (hereinafter the “Personal Space”) made available by DOKEOS via a specific URL. The provision of this Personal Space takes place after subscribing to a Subscription and, if applicable, after DOKEOS receives payment for the Subscription.

2.5.2 The Personal Space will be configured according to the characteristics described in the Quote and the SLA.

2.5.3 Except during maintenance periods, the Client has access to the Platform at any time during the duration of its Subscription: 24 hours a day, 7 days a week, including Saturdays, Sundays, and holidays.

2.5.4 DOKEOS will make its best efforts to ensure that, on the server side, the Client has access to a bandwidth of one (1) Gbps at full traffic.

2.5.5 DOKEOS servers are located in Amazon Web Services data centers in Europe(website: http://aws.amazon.com; address: Amazon Web Services, Inc., P.O. Box, WA 98108-1226, 81226 Seattle, USA). In case of change, the Client will be informed. The type of server and the maximum storage capacity depend on the subscribed SLA. Physical access to these servers is not allowed.

2.5.6 To maximize the security of hosted data, DOKEOS will use a series of technical measures: (i) passwords encrypted in the DB in MD format, (ii) 24/7 monitoring to detect intrusions using NAGIOS software, (iii) limitation of non-web access to the server (no FTP or SSH access), (iv) no physical access to the server (refrigerated clean room with a key), (v) no sending of passwords by email, and (vi) backups stored on a server with the same security settings and located several kilometers from the primary infrastructure.

2.5.7 In the interest of business continuity, in addition to support and maintenance services, DOKEOS performs a complete system backup at the frequency stipulated by the SLA, which is stored in a fireproof shelter. The Business Continuity Plan (hereinafter the “BCP”) in the event of a major disaster is continuously monitored with the goal of providing its services using alternative hosting and equipment within the deadlines
specified by the SLA.

2.6 Specific Developments

2.6.1 Specific developments include all services that may be provided by or for DOKEOS and cannot be considered as technical support, maintenance, or hosting services within the meaning of Articles 2.3, 2.4, and 2.5. Additional services include consultancy or advice services, such as training related to the use of the Platform, or the creation of software, applications, or modules specific to the Client.

2.6.2 These specific developments will be governed by an agreement to be entered into between the Parties. The fees and fees related to these specific developments will be invoiced separately, in accordance with said agreement. If applicable, the duration of this agreement will not exceed the duration of the Subscription and will accordingly cease to have effect on the day the Subscription ends for any reason.

2.6.3 DOKEOS does not guarantee the possibility of transferring specific developments made at the request of the Client to the Platform or its Personal Space.

3. Use of Services

3.1 Access to the Platform and its use are reserved for Clients who have subscribed to a Subscription. Only these Clients are authorized to benefit from the services of the Platform. The Client therefore undertakes not to make the services of the Platform available to an unauthorized third party to use them.

3.2 The Client undertakes to provide DOKEOS with the necessary access to enable it to perform technical support, maintenance, and hosting services in accordance with Articles 2.3, 2.4, and 2.5.

3.3 The Client is solely responsible for obtaining and maintaining all necessaryequipment and auxiliary services to connect, access, or use the services offered by thePlatform, including, but not limited to, modems, computers, mobile phones, servers, software, operating systems, networks, web servers, and others. The Client is solely responsible for the maintenance, security, and confidentiality of its equipment, Personal
Space, and password (including, but not limited to, administrative and user passwords) as well as its files uploaded to or downloaded from the Platform.

3.4 User and administrator passwords are not accessible to DOKEOS teams. The Client is solely responsible for managing personal information and its users. In case of loss or forgetfulness of user and administrator passwords, the Client must request DOKEOS to generate new ones. If a user loses their password, they must contact the relevant Client.

3.5 The Client undertakes to use the Platform and the services offered by it in accordance with the instructions received from DOKEOS, applicable laws and regulations, as well as the Terms of Use and GCS.

4. Financial Conditions

4.1 Price and Billing of Services

4.1.1 The Client is free to subscribe to a paid subscription or to order additional services within the meaning of Article 2.6 upon payment of a price.

4.1.2 Unless otherwise specifically and in writing indicated by DOKEOS, the prices are deemed to be expressed in euros (€) and, to the extent permitted by law, excluding taxes (including value-added tax), levies, or duties imposed by tax authorities. The Client is responsible for paying all taxes applicable to their order.

4.1.3 Unless otherwise agreed by the Parties, a Subscription is validly subscribed, as are additional services validly ordered, only after DOKEOS receives payment of the price paid by the Client or their representative. Confirmation of receipt of payment will be sent by DOKEOS to the Client in a letter (if electronic, as applicable) containing the invoice related to their order. However, the client is bound as a buyer upon signing the quote.

4.2 Price Modification

4.2.1 DOKEOS reserves the right to unilaterally modify its prices. Clients will be notified in a timely manner of the new prices either by notification on the DOKEOS website or by letter (electronic or otherwise). To this end, the Client is invited to regularly consult the DOKEOS website to stay informed of the latest prices.

4.2.2 The new prices will not apply to regularly subscribed Subscriptions or validly ordered additional services.

4.3 Delay in Payment

4.3.1 Without prejudice to Article 4.1.3, the Parties may agree that the Client will only pay for the Subscription or additional services upon receipt of DOKEOS’s invoice. In this case, DOKEOS’s invoices are payable to the bank account mentioned on the invoice within thirty (30) days from the date of issue of the invoice.

4.3.2 Invoices not contested by the Client upon their due date are irrefutably presumed not to be contested. The Client will be barred from the right to make any claim or action against DOKEOS based on invoices deemed accepted.

4.3.3 Amounts unpaid at their due date will automatically and by operation of law, without prior notice, be subject to a late payment interest of one percent (1%) per month unless the law of August 2, 2002, concerning the fight against late payment in commercial transactions provides for a higher rate. These interests will be accumulated monthly, within the limits provided by law.

4.3.4 As a penalty clause, the Client will also owe DOKEOS a lump sum indemnity equal to ten percent (10%) of the unpaid amounts, with a minimum amount of fifty euros (€50) for the recovery costs incurred by DOKEOS.

4.3.5 In case of total or partial non-payment, the entire amounts due from the Client will become automatically and by operation of law, without prior notice. Without prejudice to possible legal action, DOKEOS reserves the right to suspend access to the Platform as well as the execution of the Services. However, DOKEOS will inform the Client in advance, drawing their attention to the possible consequences that may result from it.

5. Duration of Services

5.1 Entry into Force

5.1.1 The Contract comes into effect upon the signing of the Quote. The Subscription is concluded for a period of one (1) year, unless otherwise specified.

5.1.2 The Contract will be automatically renewed for successive periods of the same duration unless written notice is given by one Party to the other at least three (3) months before the expiration of the Subscription period.

5.2 Termination of the Contractual Relationship

5.2.1 Each Party has the right to terminate the Contract at any time, without notice or

  1. in case of fraud, deceit, gross negligence, or serious fault of a Party in fulfilling its obligations under the Contract;
  2. for any other breach, provided that the defaulting Party has not remedied the breach within fifteen (15) calendar days following the formal notice by registered letter; or
  3. in case of bankruptcy, dissolution, or liquidation of either Party, or in case of cessation of business activity of either Party for any reason other than financial.

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**5.2.2** The early termination of the Contract, for any reason whatsoever, automatically gives DOKEOS the right to terminate, with immediate effect, any other agreement or order binding the Parties at the time of termination, without costs or indemnities on its part and without prejudice to the provider’s right to claim damages.

5.3 Effect of Termination

5.3.1 Within thirty (30) days following the termination or non-renewal of the Subscription, for any reason whatsoever, the Client and all other users linked to it will lose access to the Platform, as well as its content and their data.

5.3.2 The above is without prejudice to the Client’s right to download, save, and reproduce data in a reusable file format during the Subscription period or to receive a copy via DOKEOS within the specified period in Article 5.3.1 as a download available for seven (7) days.

6. Intellectual Property

6.1 DOKEOS remains the sole owner of the Platform as well as all Intellectual Property rights related to it, such as copyright, neighboring rights, patents, utility models, designs (registered or not), trademarks, sui generis rights on databases and semiconductor topographies, trade names, internet domain names, trade secrets, and any other industrial or artistic and literary property rights, each according to a logic of seniority. These intellectual property rights extend to modifications and improvements to the Platform implemented or developed by DOKEOS, as well as any documentation related to the Platform issued by DOKEOS to the Client.

6.2 The structure of the Platform, as well as the texts, graphics, images, photographs, sounds, videos, databases, computer applications, and any other element composing it or accessible through the Platform, including its source code and object code, are the exclusive property of DOKEOS and are protected as such by applicable laws on intellectual property.

6.3 Any representation, reproduction, adaptation, or partial or total exploitation of the content, trademarks, and services offered by the Platform, by any means and for any purpose, without the prior, express, and written authorization of DOKEOS, is strictly prohibited, except for elements expressly designated by DOKEOS as rights-free on the Platform.

6.4 By subscribing to a Subscription, the Client is granted a limited right of access, use, and reproduction for technical display purposes only of the Platform and its content. This right is granted on a non-exclusive, personal, and non-transferable basis. Unless previously agreed in writing, the Client is not authorized to modify, reproduce, translate, adapt, distribute, sell, make available to the public, or otherwise transfer, in whole or in part, for valuable consideration or free of charge, elements protected by DOKEOS’s intellectual property rights or the rights licensed to it by DOKEOS.

6.5 In particular, the Client may not, directly or indirectly, reverse engineer, decompile, disassemble, or attempt in any way to discover the source code, object code, or underlying structure, ideas, know-how, trade secrets, and any other industrial or artistic and literary property rights, each according to a logic of seniority. These intellectual property rights extend to modifications and improvements to the Platform implemented or developed by DOKEOS, as well as any documentation related to the Platform.

7. Confidentiality

7.1 Obligation of Confidentiality

7.1.1 The Client acknowledges the confidential nature of the information received or obtained during the consultation or use of the Platform. By “information,” the Parties mean all information, data, reports, intellectual property rights, know-how, processes, unpatented inventions, and unregistered trademarks, in any form whatsoever, including information related to DOKEOS and other users, as well as their activities, operations, finances, planning, facilities, products, services, techniques, and processes.

7.1.2 Without prejudice to any other confidentiality obligation, the Client agrees to:

  1. keep secret and confidential all information obtained directly or indirectly from the disclosing party in the course of the consultation and use of the Platform;
  2. use this information only for the purpose of using the Platform; and
  3. disclose this confidential information only to its representatives, employees, and contractors (non-exhaustive list), only to the extent reasonably necessary, and provided that its representatives, employees, and contractors are informed of the strictly confidential nature of the confidential information disclosed to them.

7.2 Exceptions to the Confidentiality Obligation

7.2.1 The confidentiality obligation does not apply to information that:

  1. is or becomes generally accessible to the public other than through disclosure by the receiving party to the public or to a third party in violation of the General Terms and Conditions (CGS) or any other confidentiality agreement;
  2. is legitimately made available to the receiving party by a source other than the disclosing party, provided that the receiving party has no reason to believe that this source is itself bound by a confidentiality or non-disclosure agreement with the disclosing party or is otherwise prevented from disclosing such confidential information by a legal, contractual, or fiduciary obligation;
  3. is legitimately in the possession of the receiving party before being received from the disclosing party;
  4. is independently developed by the receiving party without using the confidential information of the disclosing party; or
  5. is expressly communicated in writing by the disclosing party, either for publication or for further transmission.

7.2.2 If confidential information must be disclosed by the receiving party to the courts of any competent jurisdiction or to any government agency or financial authority, the receiving party will provide the disclosing party with written notice of the required disclosure upon receipt of the notice of the required disclosure, to the extent such notice is permitted by law, and will coordinate with the disclosing party to limit the nature and extent of this required disclosure.

7.3 Breach of the Confidentiality Obligation

7.3.1 Each Party acknowledges that the disclosure of any confidential information is likely to cause serious harm to the Party or third parties victimized by the disclosure.

7.3.2 Therefore, for each violation of this provision, the injured Party by the disclosure of confidential information may claim from the other Party to the Client full compensation for the damage suffered, provided it can demonstrate fault, damage, and a causal link.

7.4 Effect of Termination

7.4.1 The confidentiality obligation remains in effect throughout the duration of the Subscription and survives its termination, for any reason whatsoever, for a period of five (5) years from the end of the contractual relationship.

7.4.2 Within ten (10) working days following the end of the business relationship, the receiving party shall return to the disclosing party, or, if applicable, destroy or erase according to the instructions of the disclosing party, all documents in its possession, under its custody or control, containing confidential information, or produced or received by the receiving party in the course of using the Platform. The recipient shall provide the disclosing party, upon request, with written confirmation that the provisions of this clause have been fully complied with.

8. Personal Data

8.1 Each Party will ensure that personal data communicated or received in connection with the use of the Platform is processed in a manner compliant with applicable legal and regulatory requirements for data protection, including those of Regulation (EU) 2016/679 of April 27, 2016, regarding the protection of natural persons concerning the processing of personal data and the free movement of such data and the Belgian law on privacy protection of July 30, 2018, as well as any future developments in national and European legislation applicable to privacy protection and the processing of personal data.

8.2 The Parties also ensure that personal data received is processed in accordance with their privacy policy, and the Client hereby authorizes DOKEOS to process and store personal data concerning its identity and contact details, as well as, if applicable, the identity and contact details of its personnel, in compliance with applicable law and to the extent that such processing and storage are necessary for the provision of Platform services.

8.3 The Client acknowledges having read Annex 1 “Confidentiality and Processing of Personal Data” and irrevocably accepts its content without reservation.

9. Responsibilities

9.1 DOKEOS takes all reasonable and necessary measures to ensure the proper functioning, security, and accessibility of the Platform and the Website for the Client. Given the nature of the services offered, DOKEOS is bound by an obligation of means, without a guarantee of results.

9.2 DOKEOS’s liability can only be incurred in the event of its fraud, gross negligence, or that of its employees, or, except in cases of force majeure, due to any failure to fulfill essential commitments under the Contract.

9.3 DOKEOS’s liability is limited to the direct, personal, foreseeable, and certain damage suffered by the Client, excluding indirect, incidental, consequential, or special damages, whether material or immaterial, such as loss of profits, for example, provided that the damage alleged by the Client is proven.

9.4 The Client must maintain the confidentiality of its password and agrees to promptly inform DOKEOS if aware of a security breach or unauthorized use of its password. The Client also undertakes to keep its IT environment up to date and provide protection in line with the standard prevailing in companies similar to those of the Client.

9.5 To the extent permitted by law, DOKEOS’s overall maximum liability for all claims arising from or in connection with the agreement will not exceed the price actually paid by the Client in the six (6) months preceding the occurrence of the event giving rise to the damage.

9.6 These limitations, exclusions, and disclaimers apply exclusively to all claims for damages, whether based on the Contract, warranty, contractual liability, negligence, tortious liability, or otherwise.

10. Force Majeure

10.1 DOKEOS cannot be held responsible for its delay or failure to perform its obligations if this delay or failure is due to the occurrence of an event beyond its control, which could not reasonably be foreseen, and whose effects could not be avoided by reasonable and appropriate measures.

10.2 In this regard, events such as but not limited to, a strike, either partial or total, inside or outside of either Party, one of its suppliers or subcontractors, epidemics, lockdowns, nuclear accidents, riots, acts of war or terrorism, exceptional weather conditions, earthquakes, fire, storm, flood, water damage, explosion, freezing of computer or telecommunication systems, theft, etc., are considered as force majeure events.

10.3 The Party victim of a force majeure event promptly notifies the other Party of the occurrence of such an event when it believes that this event is likely to compromise the proper execution of the contractual relationship between the Parties.

10.4 In the event of such force majeure, the contractual relationship will be suspended until the disappearance, extinction, or cessation of the force majeure event. The deadlines provided for will be automatically suspended or postponed depending on the duration of the force majeure event.

10.5 However, if the force majeure event persists beyond a period of thirty (30) calendar days, the Parties must come together to discuss a possible modification of the terms of their relationship. In the absence of an agreement between the Parties within a period of fifteen (15) calendar days and if the force majeure event persists, each of the Parties has the right to terminate the Services automatically, without any indemnity being due by either Party, by registered mail addressed to the other Party notifying the termination of the relationship.

11. Transfer of Rights and Obligations

11.1 DOKEOS reserves the right to assign or transfer all or part of its rights or obligations arising from the General Terms and Conditions (CGS).

11.2 The Client may not assign or transfer all or part of its rights or obligations arising from the CGS without the prior written consent of DOKEOS.

12. General Provisions

12.1 Unless otherwise specified, all notifications made in connection with the CGS will be sent by registered mail or by email with acknowledgment of receipt to the addresses listed on the DOKEOS website or in the Platform. Such notification sent by registered mail will be deemed validly communicated upon receipt, and in any case, no later than three (3) working days after sending. Such notification sent by email with acknowledgment of receipt is deemed validly communicated upon receipt of the acknowledgment of receipt by the recipient or no later than three (3) working days after sending.

12.2 None of the Parties shall be deemed to have waived a right arising from the CGS or a fault or violation committed by another Party unless that first Party has expressly waived it in writing and unless the CGS provide otherwise. The waiver of any remedy or right made by one of the Parties in accordance with the preceding paragraph does not constitute a waiver by that Party of any other right that may arise from the CGS or a violation or fault of another Party.

12.3 The fact that any provision of the CGS becomes void, unenforceable, expired, illegal, or inapplicable shall not affect the validity, enforceability, legality, or applicability of the other provisions of the CGS. In this case, the Parties will negotiate in good faith to substitute for the void, unenforceable, expired, illegal, or inapplicable provision a lawful provision that corresponds to the spirit and purpose of these and on terms and conditions that are equivalent or economically comparable. In the absence of an agreement between the Parties, the void, unenforceable, expired, illegal, or inapplicable provision shall be replaced by the judge with a clause corresponding to the spirit and purpose of these and on terms and conditions that are equivalent or economically comparable.

13. Choice of Law and Jurisdiction

13.1 The CGS are exclusively governed by Belgian law.

13.2 In case of a dispute, in the absence of a settlement between the Parties, only the French-speaking courts and tribunals within the jurisdiction of DOKEOS’s registered office will be competent for any dispute concerning the Quote, the CGS, the General Terms and Conditions of Use (CGU), and the Contract, in particular as to their validity, interpretation, execution, or termination for any reason whatsoever.

Annex 1 “Confidentiality and Processing of Personal Data”

IV. Object

DOKEOS processes personal data (hereinafter, Data) on behalf of its Clients, as part of the use of DOKEOS software. DOKEOS then acts as a Subcontractor for its Clients. Annex 1 of these Conditions covers these Data processing operations. 

The Client is therefore the Data Controller with regard to the Data processing entrusted to DOKEOS. We also refer you to the Privacy Policy of each of our Clients for more information regarding these Data Processing operations.

This appendix aims to describe the Data processing operations carried out by DOKEOS on behalf of its Clients and to define the respective rights and obligations of the parties for Data processing in the context of the current collaboration.

In the context of their contractual relations, the parties undertake to comply with the current regulations applicable to Data processing, in particular, the General Data Protection Regulation (“GDPR”) and the law of July 30, 2018, regarding the protection of individuals with regard to the processing of personal data.

V. Definitions

Unless otherwise stated, the terms and expressions used in this annex must be interpreted as defined in the GDPR.

VI. Nature and Purposes of the Processing

The purposes of the processing are determined by the Client, who is the Data Controller. DOKEOS, as the Subcontractor, undertakes to process the Data only to the extent necessary for the execution of these Conditions and in accordance with the Client’s documented instructions, unless there are legal derogations.

The nature of the processing operations carried out on the Data includes: collection, recording, organization, structuring, storage, adaptation or alteration, consultation, use, and provision.

The categories of processing entrusted by the Client to DOKEOS are as follows:

  • Management of each client portal;
  • Registration of learners in the platform, management of the list of people registered on the learning portal;
  • User Account Management;
  • Controlling access to resources for individuals registered on the portal, based on their role (learner, trainer, administrator);
  • Training and assessments: providing a platform to design customized training modules and learning content, integrate user training materials, import content, assess learner skills based on online or in-person evaluation questionnaires, and provide your organization and yourself with tracking data: progress in online training, time spent on learning activities, quiz success, and evaluations;
  • Logging user actions in DOKEOS software;
  • Messaging: sending emails through the platform;
  • Managing the learner community, facilitating interaction activities among users (announcements, assignments, forums, etc.);
  • Publication of administrative documents (training certificates, records of time spent in training activities).

If, in violation of these Conditions, the Subcontractor determines the purposes and means of one or more processing activities, it will be considered a Data Controller for these activities.

VII. Types of Personal Data and Categories of Data Subjects

DOKEOS processes the Data necessary for the provision of the subscribed services under the Contract on behalf of the Client.

The categories of personal data processed are as follows:

  1. Company-related data (company name, legal form, registered office address, company number);
  2. Personal identification data (name, first name, phone number);
  3. Electronic identification data (email address);
  4. Login data (login, password);
  5. Information related to professional activities (position, site, department);
  6. Access rights on DOKEOS software;
  7. Financial data (bank account number, VAT number, payment methods);
  8. Billing information, amounts due and paid, balances;
  9. Any other data provided by the client or collected at the client’s request (customizable platform by the client);
  10. Tracking data in the form of a report generated by the platform: performance in quizzes, quiz and evaluation success, progress in online training courses, time spent on learning activities, courses taken;
  11. Administrative documents: training certificates, records of time spent in training activities;
  12. Logging data (login time, duration of login);
  13. In the context of messaging, metadata (sender, recipient, message size, date and time of message).

The categories of individuals concerned by Data Processing are Clients and users of the services.

VIII. Rights and obligations of the Data Controller

The Client undertakes to comply with all obligations incumbent upon it as the Data Controller.

The Client is responsible for ensuring that the processing of Personal Data is carried out in accordance with the GDPR (as provided for in Article 24 of the GDPR), and the applicable provisions of the EU or Member States regarding data protection.

The Client has the right and obligation to make decisions regarding the purposes and means of processing Personal Data.

The Client must ensure, in particular, that the processing of Personal Data that DOKEOS is responsible for executing is based on a legal basis.

The Client can always give additional documented instructions during the entire duration of the Service contract. These instructions must always be documented.

IX. Rights and obligations of the Subcontractor

DOKEOS undertakes to:

  1. (Process only Personal Data for the processing purposes detailed in section 3 of this annex;
  2. Process exclusively the Data strictly necessary, adequate, and relevant for the determined processing purposes, in the context of the correct and complete execution of the Services that must be performed on behalf of the Client or under compliance with the obligations provided by law;
  3. Ensure the updating, completion, correction, and deletion of Data to guarantee their accuracy;
  4. Assist the Client and cooperate with it in case of requests made by competent authorities or individuals to comply with obligations under applicable laws and regulations on the protection of Personal Data. To this end, DOKEOS immediately informs the Client of any requests received from individuals and competent authorities. It does not comply with this request unless authorized by the Client;
  5. Assist the Client in carrying out Data Protection Impact Assessments and prior consultation with competent authorities, as provided for in Articles 35 and 36 of the GDPR;
  6. Assist the Client and cooperate with it in case of Data breaches, especially following the provisions of point 9 below;
  7. Maintain a Record of Processing Activities carried out on behalf of the Client in accordance with the provisions of Article 30.2 of the GDPR;
  8. Provide the Client with all necessary information to prove compliance with obligations under the GDPR and allow and facilitate audits, including inspections, carried out by the Client or any other auditor appointed by the Client, in accordance with Article 28.3.h of the GDPR. DOKEOS undertakes to grant the Client access to its premises with a minimum notice period of 30 days;
  9. Ensure the complete confidentiality of the Data received or collected in the context of processing, ensure absolute confidentiality regarding this data, and require authorized persons to process them (employees, subsequent subcontractors, etc.) to respect such confidentiality;
  10. Ensure the creation of a framework and internal organization that limits access to the Data concerned to the personnel strictly necessary for the execution of the Processing;
  11. Raise awareness among staff about Data protection;
  12. Respect the principles of GDPR Data protection by design and by default;

DOKEOS undertakes to act only on documented instructions from the Client and to take appropriate measures to ensure that any natural person acting under its authority and having access to the Data does not process them, except on documented instruction, unless required by Union law or the law of a Member State.

DOKEOS immediately informs the Client if it believes that an instruction given by the Client constitutes a violation of the Data Protection Regulation.

All instructions, guidelines, email exchanges, technical data, protocols, access codes, diagrams, plans, standards, etc., that will be entrusted by the CLIENT’s staff to DOKEOS in the operational context of the execution of the processing constitute documented instructions.

Documented instructions are confidential and constitute the Client’s trade secrets.

In case of manifest incompatibility, DOKEOS suspends the processing after informing the Client and waits for new documented instructions.

If, under Union law or the law of the Member State to which it is subject, DOKEOS is required to carry out Data processing not in accordance with the Client’s instructions or not provided for by them,


1511 Main Street

Unit C407
Worcester, MA 01603
Tel. (857) 400 9673

© Dokeos LLC, Dec 2023, All Rights reserved