Terms of Sale

1. Purpose and definitions

These general terms and conditions of sale (hereinafter the Terms of Sale) govern the subscription to and use of The Training Platform (hereinafter the Service), an online training management software solution (Software as a Service). The Service is published and operated by Appogée Sàrl, a limited liability company under Swiss law with its registered office at Chemin de Paudex 5, 1132 Lully, Canton of Vaud, Switzerland, entered in the commercial register under UID number CHE-340.224.808 and registered for VAT under number CHE-340.224.808 TVA (hereinafter the Provider).

The Service enables a training organisation to manage its training courses, sessions, registrations, participants, communications and invoicing by means of its own online portal. The Service is presented on the website https://the-training-platform.ch, from which the subscription is taken out and managed by means of an account area on the-training-platform.ch where the Customer manages its company, its Plan and its invoicing (hereinafter the Customer Area).

In these Terms of Sale, Customer means the legal entity or the entrepreneur that subscribes to the Service for the purposes of its business; Workspace means the online portal made available to the Customer and linked to its organisation; Plan means the subscription plan chosen by the Customer, with its limits and features; Users means the persons who have an account on the Workspace, in particular the organisation's administrators, trainers, company managers and learners; Participants means the persons who register or are registered for the training courses offered by the Customer; and Customer Data means all content and data, whether personal or not, that the Customer or its Users enter or upload into the Workspace.

These Terms of Sale, together with the Plan subscribed to and the documents to which they refer, in particular the Terms of Use, the Privacy Notice and the Data Processing Agreement, constitute the entire agreement between the Provider and the Customer (hereinafter the Agreement). By creating a Workspace, subscribing to a Plan or continuing to use the Service, the Customer declares that it has read these Terms of Sale and accepts them without reservation. They apply to the exclusion of the Customer's general terms and conditions of purchase.

Any communication relating to the Agreement may be sent to the Provider at info@the-training-platform.ch or by post to its registered office. The Provider sends its communications to the Customer at the email address associated with the account of the Workspace administrator or by means of the Service.

2. Business customers only

The Service is intended exclusively for business customers, in particular training organisations, associations, companies and self-employed persons, acting in the course of their business. It is not offered to consumers, and the protective rules of consumer law do not apply to the Agreement.

By subscribing to the Service, the Customer declares that it is acting for business purposes. The person who accepts these Terms of Sale on behalf of the Customer declares that he or she has the authority necessary to bind the Customer.

Participants and the other Users of the Workspace are not parties to the Agreement. Their use of the portal is governed by the Terms of Use, and their training, registration and payment relationship is formed with the Customer, not with the Provider.

3. Plans, prices, invoicing and payment

The Service is offered under several Plans: a Free Plan, assigned by default to every new Workspace, and paid Essential and Pro Plans. Each Plan includes usage limits and a set of features described in clause 5. The characteristics and prices of each Plan are those displayed on the Provider's website and communicated to the Customer at the time of subscription. Where the Plan provides for a commission on online payments collected from Participants, that commission is added to the payment service provider's fees, which vary with the payment method used.

Prices are stated in Swiss francs (CHF), exclusive of tax. Swiss value added tax is added at the statutory rate in force, namely 8.1% at the date of these Terms of Sale. Paid Plans are invoiced in advance, for a monthly or annual period as chosen by the Customer, and renew for successive periods of the same duration unless terminated under the conditions of clause 11.

Payment is made using the payment methods offered at the time of subscription, through a third-party payment service provider. The Provider neither receives nor stores the Customer's payment card data, which are processed exclusively by that provider.

The Customer may change Plan at any time from its Customer Area on the-training-platform.ch. An upgrade to a higher Plan takes effect immediately, with the price adjusted pro rata for the current period. A downgrade to a lower Plan takes effect at the end of the current billing period: until then, the Customer retains the limits and features of its current Plan. No change of Plan gives rise to a refund for the current period.

In the event of non-payment by the due date, the Provider sends the Customer a reminder. If payment is not made following that reminder, the Provider may suspend access to the limits and features of the paid Plan, the Workspace then falling under the Free Plan, without such suspension giving rise to any entitlement to compensation.

The Provider may change its prices. Any change is communicated to the Customer before the start of the billing period to which it applies and takes effect only from that following period; a Customer that does not accept it may terminate its paid Plan before that date under the conditions of clause 11.

4. Free trial period

When creating its Workspace, the Customer may benefit from a free trial period of fourteen (14) days, during which extended usage limits apply so that it can evaluate the Service. The trial requires no payment card and does not commit the Customer to any subscription.

At the end of the trial period, no amount is charged automatically. If the Customer has not subscribed to a paid Plan, its Workspace falls under the Free Plan and the limits attached to it; the Customer Data are not deleted merely because the trial has ended.

The trial period is intended to let the Customer try the Service for the first time. The Provider may refuse to grant it again to a person or organisation that has already benefited from it.

5. Workspaces, usage limits and right of use

Each Workspace is accessible at an address specific to the Customer, under the platform's domain, or at the Customer's own domain name, where the Customer configures one. A Customer that uses its own domain name remains responsible for its registration, renewal and configuration.

Each Plan defines usage limits, in particular the number of Participant registrations per year, the number of training sessions per month and the number of Workspaces, as well as the features available. Sending emails and storing files are not limited by Plan, within normal use of the Service. The limits and features of each Plan are indicated on the Provider's website and communicated to the Customer.

When a limit is reached, the Provider may prevent the action concerned until the start of the following period or until an upgrade to a higher Plan. No overage is invoiced.

For the term of the Agreement, the Provider grants the Customer a non-exclusive, non-transferable right to use the Service for the purposes of its business and within the limits of its Plan. This right does not confer on the Customer any ownership right in the Service. The Provider may develop the Service, in particular by adding, modifying or withdrawing features, provided that such changes do not substantially alter the Plan subscribed to during the current period.

6. Customer's obligations

The Customer shall use the Service lawfully and in accordance with these Terms of Sale and the Terms of Use. In particular, it shall not attempt to access the Service without authorisation, decompile or reverse engineer it, resell it or make it available to third parties other than its legitimate Users, or place an abusive load on its infrastructure.

The Customer is the sole provider of the training courses offered in its Workspace. It sets its own general terms and conditions of sale and its own privacy policy with respect to its Participants and enters them in its Workspace. It alone is responsible for the content of those documents, its training offers, its prices, the invoicing of its Participants and the performance of its services.

With respect to the personal data of its Participants and Users, the Customer acts as controller within the meaning of the Federal Act on Data Protection (FADP) and, where applicable, the General Data Protection Regulation (GDPR). In particular, it is responsible for informing the data subjects, having a lawful basis for each processing operation and responding to their requests to exercise their rights.

The Customer is responsible for the lawfulness of the Customer Data and warrants that it holds the necessary rights in the content it uploads, in particular the logos and documents made available to its Participants. Where it connects its own mailbox to the Service, it is responsible for the use of that account and for the content of the emails sent in its name.

The Customer manages access to its Workspace, ensures the confidentiality of its administrators' login credentials and is responsible for the actions taken by the Users to whom it grants rights. It shall inform the Provider without delay of any unauthorised use of which it becomes aware.

The Customer shall indemnify the Provider against any claim by third parties, in particular by its Participants or Users, based on the Customer Data, on its contractual documents with respect to Participants, on the delivery of its training courses or on use of the Service in breach of the Agreement, and shall bear the resulting costs incurred by the Provider, provided that the Provider informs it of the claim without delay and allows it to conduct the defence.

7. Availability, maintenance and support

The Provider uses reasonable efforts to ensure the availability, security and integrity of the Service. The Service is provided on a best-efforts basis; the Provider guarantees neither uninterrupted availability, nor any specific availability rate, nor the complete absence of errors.

The Provider may temporarily interrupt the Service for maintenance, update or security operations. It endeavours to schedule them so as to limit inconvenience to the Customer and to inform the Customer in advance of foreseeable interruptions of a certain duration.

The portal and its database are hosted in Switzerland. The operation of the Service also depends on third-party providers, in particular for file storage, backups, payment, the sending of emails and error tracking; these providers and their locations are listed in the Privacy Notice. The Provider is not liable for interruptions or malfunctions attributable to those providers or to telecommunications networks.

The Customer may request support from the Provider by email at info@the-training-platform.ch. The Provider handles requests with reasonable efforts, without any commitment as to response or resolution times.

8. Intellectual property

The Service and all its components, in particular The Training Platform trademark, the logos, the interfaces, the texts, the structure, the databases and the source and object code, are protected by intellectual property law and remain the exclusive property of the Provider or its licensors. The Agreement confers on the Customer only the right of use described in clause 5.

The Customer retains full ownership of the Customer Data. For the term of the Agreement and the time necessary for their return, it grants the Provider only the rights strictly necessary to host, process, reproduce and display those data for the purpose of providing the Service.

A Customer that submits suggestions for improving the Service to the Provider agrees that the Provider may use them freely, without consideration.

9. Data protection and processors

For the personal data that the Customer, its Users and its Participants enter into the Workspace, the Provider acts as technical operator and processor on behalf of the Customer, which remains the controller of those data. The Provider processes those data only on the Customer's documented instructions and for the purpose of providing the Service.

The respective obligations of the parties in this regard, in particular concerning confidentiality, security measures, assistance, notification of data security breaches and the end of processing, are set out in the Data Processing Agreement, which forms an integral part of the Agreement and which the Customer accepts by accepting these Terms of Sale. It is drawn up in accordance with the FADP and, where persons located in the European Union or the European Economic Area are concerned, with Article 28 GDPR.

The Provider uses sub-processors, which are listed with their function and location in the Privacy Notice. Some of them are located outside Switzerland. The Provider informs the Customer of any addition or replacement of a sub-processor thirty (30) days in advance, and the Customer has a right to object during that period under the conditions of the Data Processing Agreement.

For the data that it processes on its own behalf, in particular the account data of the Customer's administrators, the subscription billing data, the Users' accounts on the portals, one-time login codes, authentication and security logs and error reports, the Provider acts as controller. This processing is described in the Privacy Notice.

Each party shall treat as confidential the non-public information of the other party of which it becomes aware in connection with the Agreement and shall use it only for the purpose of performing the Agreement. This obligation does not apply to information that is public, already known to the receiving party or whose disclosure is required by law or by an authority, and it survives the end of the Agreement.

10. Liability

The Provider provides the Service with the diligence that can reasonably be expected of a professional service provider. To the extent permitted by applicable law, the Provider's total liability under the Agreement, for all heads of damage combined, is limited to the amount actually paid by the Customer for the billing period during which the event giving rise to the damage occurred.

The Provider is not liable for indirect or consequential damage, in particular loss of business, turnover, profit or customers, nor for damage resulting from the inability to use the Service.

Nor is the Provider liable for the relationships between the Customer and its Participants, in particular the content and delivery of training courses, the Customer's general terms and conditions of sale and privacy policy, the prices charged, Participants' payments or the emails sent by the Customer, nor for events attributable to third-party providers or to Users.

Neither party is liable for a failure resulting from force majeure, in particular a natural disaster, a large-scale cyberattack, a widespread network failure or a decision of an authority, for the duration of the impediment.

The limitations and exclusions in this clause do not apply in the event of wilful misconduct or gross negligence, or where prohibited by law.

11. Term and termination

The Agreement is concluded for an indefinite term from the creation of the Workspace. Paid Plans run for successive monthly or annual billing periods, under the conditions of clause 3.

The Customer may terminate its paid Plan at any time from its Customer Area on the-training-platform.ch. Termination takes effect at the end of the current billing period, without refund for the period already begun; the Workspace then falls under the Free Plan. The Customer may also terminate the Agreement as a whole by requesting the closure of its Workspace. By way of exception, where the Customer objects to the addition or replacement of a sub-processor under the conditions of the Data Processing Agreement, it may terminate the Agreement with effect from the date on which the change takes effect, without termination fees.

The Provider may suspend access to the Workspace or terminate the Agreement with immediate effect in the event of a serious breach by the Customer of these Terms of Sale or the Terms of Use, in particular in the event of unlawful use of the Service, conduct compromising the security of the infrastructure or persistent non-payment, after a formal notice that has remained without effect where the nature of the breach so permits.

The end of the Agreement, for whatever reason, does not affect amounts already due, nor the provisions which by their nature are intended to survive, in particular those relating to intellectual property, liability, the return of data and governing law.

12. Return and deletion of data

Termination of a paid Plan does not entail the deletion of the Customer Data, which remain accessible in the Workspace within the limits of the Free Plan.

At the end of the Agreement, the Customer may obtain the return of the Customer Data in a standard format, upon request sent to the Provider within thirty (30) days following the closure of its Workspace.

After the end of the Agreement and, where applicable, the return of the Customer Data, the Provider deletes those data from its active systems within ninety (90) days following the closure of the Workspace, subject to any statutory retention obligation. Copies held in technical backups are erased as those backups are renewed.

The Provider nevertheless retains the billing documents it has sent to the Customer for the statutory retention period for accounting records, namely ten years (Article 958f of the Swiss Code of Obligations). The Customer remains solely responsible for retaining its own accounting records and the documents it is required to retain with respect to its Participants.

13. Amendments to the Terms of Sale

The Provider may amend these Terms of Sale to take account of developments in the Service or of technical, economic or regulatory circumstances. The version in force is published on the Provider's website, with the date of its last update.

Any material amendment is communicated to the Customer by email or by means of the Service before it enters into force. Continued use of the Service after that date constitutes acceptance of the amended Terms of Sale; a Customer that does not accept them may terminate the Agreement under the conditions of clause 11.

If any provision of these Terms of Sale is declared void or unenforceable, the remaining provisions shall remain in full force and effect. A party's failure to invoke a breach does not constitute a waiver of its right to invoke it subsequently. The Customer may not assign the Agreement to a third party without the Provider's prior written consent.

14. Governing law and place of jurisdiction

The Agreement is governed by Swiss law, to the exclusion of its conflict-of-laws rules.

The parties shall endeavour to settle amicably any dispute relating to the validity, interpretation or performance of the Agreement.

Failing an amicable settlement, any dispute falls within the exclusive jurisdiction of the courts at the Provider's registered office, in the Canton of Vaud, Switzerland.