Appogée Sàrl, Chemin de Paudex 5, 1132 Lully (VD), UID CHE-340.224.808 (hereinafter Appogée), publishes The Training Platform (hereinafter TTP). Appogee Pay, TTP's online payment feature, is based on a platform that Payrexx AG, Burgstrasse 20, 3600 Thun (hereinafter Payrexx), makes available to Appogée.

These Terms, of which the "Appogee Pay fees" page forms part (clause 5), supplement TTP's general terms and conditions of sale (hereinafter the Terms of Sale), whose defined terms they adopt (Appogée being the Provider in them), and form part of the Agreement. They govern Appogée's role and, for Appogee Pay, prevail over the Terms of Sale, except for personal data processed on behalf of the Customer, for which the Data Processing Agreement prevails. The payment service is governed by Payrexx's terms of use (hereinafter the Payrexx Terms), in the version in force that Payrexx publishes in German and English among the downloadable documents on its terms page; an earlier or translated text displayed on that page does not replace that version. For the payment service itself (payments, payouts, reserve, disputes, suspension or closure of the account), the Payrexx Terms prevail over these Terms, which do not bind Payrexx, and Appogée performs its mandate within their framework.

An administrator of the Workspace accepts these Terms and the Payrexx Terms on behalf of the Customer by ticking the checkbox provided for that purpose before starting the setup of Appogee Pay in TTP, and therefore before the merchant account is created. The administrator declares that he or she has the authority necessary to bind the Customer. The Customer takes particular note of clauses 3 (communications from Payrexx), 5 (fees), 7 (amounts claimed from Appogée), 9 (end of the service), 11 (liability) and 12 (amendments).

The contract relating to the payment service binds the Customer and Payrexx, the technical service provider of the financial institutions that provide this service; Appogée is a party neither to that contract nor to the Participants' payments. In TTP, Payrexx is referred to as "our payment partner". The verification of the Customer required by anti-money laundering legislation, the decision to accept the Customer and the monitoring of payments are the responsibility of Payrexx and those institutions, not of Appogée. Appogée opens the Customer's merchant account, which is the Customer's payment collection account with Payrexx, and handles its technical management from TTP; Appogée never receives or holds the Customer's funds, which Payrexx pays directly into the Customer's bank account.

The Customer instructs Appogée to carry out the following operations in relation to Payrexx, in the Customer's name and on its behalf:

• create the merchant account as soon as these Terms are accepted, configure it and hold its administrator access, which is linked to an Appogée email address;
• transmit to Payrexx, as soon as each step is saved in TTP and as TTP indicates, the verification data and documents, including those of the persons listed and the bank statement, and then send the application and the additional information supplied for it after the administrator's confirmations;
• receive Payrexx's correspondence and forward it in accordance with this clause;
• create the Participants' payment pages, remove abandoned links and transmit the refunds and the bank account changes that the Customer orders in TTP, and then, once the Workspace has been closed, make the refunds in the merchant account, and transmit the bank account changes, that the Customer requests in writing under clause 9;
• forward to Payrexx without delay the supporting documents that the Customer provides in a dispute (clause 6);
• retrieve the payments, the balance, the payouts, the bank account and the status of the verification, in order to display them in TTP;
• keep the account on the Appogee Pay fee plan attached to the Customer's Plan;
• forward the Customer's other requests to Payrexx, in particular a different payout schedule or the closure of the account (clause 9).

Appogée acts only for these purposes and does not have the Customer's funds at its disposal: it initiates no payout, and transmits a refund or a bank account change only on an administrator's instruction given in TTP; as the sole exception, once the Workspace has been closed, it makes a refund or transmits a bank account change on the Customer's written request provided for in clause 9. Payrexx has confirmed in writing that Appogée may hold the administrator access to each merchant account and receive all of its correspondence; the Customer has no direct access to the account.

Under the Payrexx Terms, a communication sent to the account's address, which is Appogée's, or published by Payrexx is deemed received by the Customer no later than twenty-four hours afterwards, even if Appogée has not yet forwarded it to the Customer. Appogée shall therefore forward to the Customer without delay, in TTP or by email, the requests that call for action and the notices that start a time limit running or affect the Customer's funds (fees, Payrexx Terms, reserve, dispute, chargeback, suspension, closure). Appogée keeps the correspondence that Payrexx sends to the account for three months after its receipt and then deletes it; within that period, it shall provide the Customer with a copy on request. The Customer shall keep what Appogée forwards to it and shall regularly check TTP and the emails it receives from TTP.

The Customer shall provide accurate and complete information in TTP and shall report to Appogée without delay any change concerning its organisation, its activity or the persons listed; Appogée shall forward it to Payrexx without delay. In addition, the Customer shall itself notify Payrexx in writing, with a copy to Appogée, without delay and no later than three days after they occur, of the events specified in Section 2.4 of the Payrexx Terms, in particular insolvency proceedings, a deterioration in its financial situation, a liquidation, even if only contemplated, a fundamental change in its business, even if only planned, a change of control or ownership, the transfer of at least a quarter of its assets or a seizure affecting at least a quarter of them. The Customer shall reply within the time limits to the requests from Payrexx that Appogée forwards to it, shall collect only lawful payments from its Participants for its training courses, within the activities that Payrexx accepts, and shall comply with the Payrexx Terms.

The activation of online payment depends on the Customer being accepted by Payrexx and by the financial institutions; Appogée does not guarantee it. Payrexx may hold back part of the payments as a reserve, for a period that it sets, in particular where the training courses take place long after payment. Appogee Pay is reserved for organisations established in Switzerland, with payouts in Swiss francs to a bank account in Swiss francs.

The Appogee Pay fees depend on the Appogee Pay fee plan, the scale of fees attached to the Customer's Plan. Each payment is subject to Appogée's commission under the fee plan and to the fees of Payrexx, the payment service provider, which vary according to the payment method, the card type and the card's origin. Each payout is subject to Payrexx's payout fees and, depending on the fee plan, to Appogée's payout fees. These fees, including Payrexx's fees by payment method, are set out on the "Appogee Pay fees" page, published on appogee.ch with a number and a date. Earlier versions of the page remain published on appogee.ch, and the fees for a payment or a payout are those of the version in force on the date of that payment or payout. Payrexx deducts these fees from the amounts it pays out to the Customer and pays over to Appogée the difference between these fees and the rate that Payrexx charges Appogée, which depends on the payment volume of the whole platform. This difference, which does not appear separately in the payout details, comprises Appogée's commission and payout fees and, where applicable, the gap resulting from a lower rate that Payrexx subsequently grants Appogée. It remunerates Appogée, including for the mandate, without any further invoicing; the Customer is aware of this and waives any claim to have it handed over. Appogée's commission and payout fees are final amounts: no VAT is added to them, and clause 3, paragraph 2, of the Terms of Sale does not apply to them. Payrexx's other fees, in particular fees for conversion or for a chargeback (the reversal of a payment by the payer's bank), are governed by the Payrexx Terms; the page states them for information. A change of Plan changes the fees as soon as the Appogee Pay fee plan of the new Plan is assigned to the account, shortly after the change of Plan takes effect. Apart from a change of Plan, the fees on the page change only through a new version, in accordance with clause 12: an increase is announced at least thirty days in advance, even where it passes on an increase in the rates that Payrexx charges Appogée, and a reduction may apply from the publication of the new version; clause 3, paragraph 6, of the Terms of Sale does not apply to the Appogee Pay fees.

Payrexx pays out the available balance on the payout schedule it sets; TTP displays it together with the payouts and, where applicable, the indicative date of the next payout. Appogée asks Payrexx for a different payout schedule only at the Customer's request. In the event of a discrepancy, Payrexx's data are authoritative between the Customer and Appogée, except for an error that the Customer reports without delay to Appogée, which shall forward it to Payrexx without delay; the Customer shall repay to Payrexx any amount that Payrexx has paid to it in error. When its bank account changes, the Customer shall update it in TTP without delay; as long as TTP does not allow this, the Customer shall report the change to Appogée, which shall inform Payrexx without delay, and the Customer shall then update the account in TTP as soon as TTP allows it. After an update, Payrexx generally re-examines the verification and suspends payouts in the meantime, while payments as a rule continue. The Customer may refund all or part of an online payment from TTP, in accordance with the Payrexx Terms and the conditions of the payment method used.

TTP automatically emails the administrators when online payment is activated, when a payout fails and when a payment recorded in TTP is disputed or charged back. A refusal or suspension of the account appears in TTP without an automatic email; Appogée forwards Payrexx's notice in accordance with clause 3. When the payer disputes a payment, Appogée shall forward Payrexx's request for supporting documents to the Customer without delay. The Customer shall send Appogée the requested documents at once, within the time limit set by the request, as a rule three working days, and Appogée shall forward them to Payrexx without delay. Except where Appogée has forwarded the request late, the Customer bears the risk of documents reaching Appogée too late for Appogée, acting without delay, to forward them within that time limit. The decision rests with the card issuing institution, the payment method provider or the relevant intermediary, not with Payrexx or Appogée. If the Customer does not contest a chargeback or loses the dispute, it bears the amount of the payment, the chargeback fee and the other fees, costs and fines provided for in the Payrexx Terms, which Payrexx may set off against the Customer's balance or debit from the Customer's bank account.

Under the Payrexx Terms, Appogée is liable to Payrexx for the financial risks arising from the Customer's activity: Payrexx may accordingly deduct from Appogée's commission, or invoice Appogée for, any amount that the Customer owes Payrexx and has not paid, in particular chargebacks or card network fines. The Customer shall reimburse Appogée for the amounts thus deducted or paid by Appogée within thirty days of Appogée's request, accompanied by Payrexx's supporting documents, and retains the objections it could have raised against Payrexx. The Customer does not owe amounts that result from a breach of these Terms by Appogée, in particular from late forwarding. Appogée shall return to the Customer what it has received if Payrexx recovers the same amount from the Customer. This clause survives the end of Appogee Pay and of the Agreement; the costs under Appogée's own contract with Payrexx remain payable by Appogée.

For Appogee Pay, the Customer contacts Appogée (first-level support), by email at info@the-training-platform.ch in accordance with clause 7 of the Terms of Sale; Appogée refers the matter to Payrexx where necessary. The Customer shall report any malfunction of online payment to Appogée without delay, and Appogée shall forward it to Payrexx without delay. The Payrexx Terms also require the Customer to report it to Payrexx itself no later than two hours after becoming aware of it; the Customer shall send a copy to Appogée.

Payrexx may refuse, suspend or close the merchant account, or suspend payments and payouts, in accordance with the Payrexx Terms. If the Customer's Plan no longer includes online payment, TTP stops offering it, without closing the account; the mandate otherwise continues. The Customer may withdraw from Appogee Pay at any time, even before the application is sent, by email to info@the-training-platform.ch or by post. Appogée may end Appogee Pay on thirty days' notice, or within the shorter period imposed on it by Payrexx, a financial institution or the law; it shall inform the Customer as soon as it knows of it. Appogée may end Appogee Pay without notice for a serious breach by the Customer in accordance with clause 11 of the Terms of Sale, in particular an activity that Payrexx does not accept or a failure to reimburse under clause 7. The end of the Agreement also ends Appogee Pay; the end of Appogee Pay, however, does not end the Customer's Plan and does not constitute a change to it within the meaning of clause 5 of the Terms of Sale. When the Customer withdraws from Appogee Pay, Appogée ends it or the Agreement ends, Appogée shall stop offering online payment, remove the open payment links and ask Payrexx to close the merchant account in accordance with the Payrexx Terms. Until the merchant account is closed, the mandate continues solely for the operations useful for the wind-down: Appogée shall forward Payrexx's correspondence in accordance with clause 3 and the supporting documents for a dispute, and the Customer may still refund all or part of the online payments received and change its bank account, in TTP for as long as the Workspace exists, and thereafter by a written request to Appogée, an email being sufficient: Appogée shall then make the refund in the merchant account, or transmit the bank account change to Payrexx, which examines it. After the merchant account has been closed, Appogée shall continue to forward to the Customer, for as long as Payrexx writes, the correspondence relating to the account, in particular on a reserve, a balance or a chargeback, to the email address that the Customer gives it when leaving Appogee Pay or, failing that, to the email address of the owner of the Customer's company in the Customer Area, and shall forward to Payrexx the Customer's requests relating to those amounts, in particular a bank account change. Once the Workspace has been closed, Appogée acts only on the Customer's written requests sent from that address; this is the only exception to the rule in clause 3 that a refund or a bank account change is made only on an instruction given in TTP. Amounts still owed to the Customer are paid out to it in accordance with the Payrexx Terms.

For the verification data and the account information displayed in TTP, Appogée is the Customer's processor in accordance with clause 9 of the Terms of Sale and the Data Processing Agreement, which covers Appogee Pay; their transmission to Payrexx forms part of the Customer's instructions. For the record of acceptance, Payrexx's correspondence, the requests for additional information derived from it, the Appogee Pay operations log and the email address given when leaving Appogee Pay, Appogée is the controller in accordance with TTP's Privacy Notice. Payrexx processes the verification and payment data under its contract with the Customer; under the Payrexx Terms, it processes them for its own purposes, in particular the verification of the Customer and its own legal obligations, as an independent controller, including outside Switzerland, and follows the Customer's instructions when it processes payment data on the Customer's behalf. Appogée does not keep the verification dossier in TTP; it remains with Payrexx. In TTP, Appogée keeps the legal form, the completed steps and the IBAN submitted and, for two years, the requests for additional information and the Appogee Pay log. It keeps the acceptance (version, date, administrator and IP address) as evidence in the Workspace's Appogee Pay data, outside any log and any email, and deletes it at the same time as the Workspace's data, within the period set by clause 11 of the Data Processing Agreement. Each time the application or the additional information supplied for it is sent, Payrexx receives the date and IP address of the acceptance, as well as those of the confirmations of the administrator who sends it. The Customer shall inform the persons listed that their data and documents are transmitted to Payrexx, which also processes them for its own purposes and with which they exercise their rights regarding that processing, and that Appogée receives Payrexx's correspondence, which may concern them, and processes it in accordance with TTP's Privacy Notice. The Customer shall ensure that it is entitled to disclose their data. The Customer shall inform its Participants, in its own documents, that it uses Payrexx for online payments, that their data are disclosed to Payrexx and that they may be processed outside Switzerland.

For Appogee Pay, including under the Data Processing Agreement, Appogée is liable within the limits of clause 10 of the Terms of Sale. For that purpose, the amount paid by the Customer includes the share of the fees that Appogée receives from Payrexx under clause 5 on the Customer's payments and payouts, during the billing period concerned or, where there is no billing, during the twelve months preceding the event giving rise to the damage. Appogée is not liable for the payment service of Payrexx and the financial institutions, for a refusal, suspension or closure decided by Payrexx, or for the time taken by banks, unless it has breached these Terms. Payrexx and those institutions are not Appogée's auxiliaries; where necessary, Appogée excludes its liability for them in accordance with Article 101 of the Swiss Code of Obligations.

Appogée may amend these Terms and the "Appogee Pay fees" page to reflect developments in Appogee Pay, the Payrexx Terms, Payrexx's rates or technical, economic or regulatory circumstances; each version bears a number and a date, and earlier versions remain published on appogee.ch. Appogée shall announce a fee increase, or any other change to the Customer's disadvantage, at least thirty days in advance by email to the administrators, together with the right to refuse it. A fee reduction, or another change that is solely to the Customer's advantage, may apply from the publication of the new version. A Customer that refuses an announced change may withdraw from Appogee Pay free of charge, with effect no later than the change's entry into force; the earlier version then applies until the merchant account is closed. If the Customer does not withdraw, the changes apply from their entry into force. Swiss law applies, to the exclusion of its conflict-of-laws rules; failing an amicable settlement, any dispute between the Customer and Appogée, including one concerning clause 7, falls within the exclusive jurisdiction of the courts at Appogée's registered office, in the Canton of Vaud. Disputes between the Customer and Payrexx are subject to the place of jurisdiction in Bern provided for in the Payrexx Terms. The French text of these Terms and of the "Appogee Pay fees" page prevails.