Abilene Academy Terms and Conditions

1. Scope

These terms and conditions ("Terms") apply to the access to and the participation to the courses and other related training and educational services ("Courses") offered by Abilene Group SA, Rue de la Gare 39, 1110 Morges, Switzerland ("Company").

These Terms do not apply to consulting, advisory, audit and other related services, which are provided separately, under the activities referred to as 'Abilene Advisors' and governed by their own specific terms and conditions. Likewise, the use of the Acuna GRC platform and the provision of related services are governed by separate terms and conditions specific to those offerings.

To participate to the Courses, you ("Customer") must agree to these Terms. The Customer agrees to these Terms by registering for a given Course by signing a separate order form as provided by the Company, or as otherwise agreed by the Parties in text form ("Order Form"), or by the way of a digital acceptance on the Website. If the Customer does not agree to these Terms, the Customer may not use or access the Services.

These Terms, together with any Order Form, digital acceptance or other agreement incorporating these Terms, form a legally binding agreement ("Agreement") between the Company and the Customer (each a "Party" and together referred as the "Parties"). In the event of a conflict between these Terms and an Order Form, the Order Form shall prevail.

2. Courses

The Company offers the Courses listed on the Abilene Academy website available on https://www.abileneacademy.ch/en ("Website") or as specifically agreed otherwise between the Company and a Customer on a case-by-case basis.

The Courses are only offered to the extent displayed on the Website at any given time or agreed otherwise between the Parties in the Order Form. The Courses may be carried on a 'Self-Study' basis or be 'Instructor-Led'.

To the extent that a Course offers an examination, the delivery of the related certification is subject to the successful completion of the examination.

Unless explicitly stated otherwise, any reference to goods and services (incl. the listing on the Website) is for informational purposes only and does not constitute an offer to buy or sell any goods or services.

To register for a given Course, the Customer shall either (a) select the relevant Course on the Website ("Click-and-Buy Process"), or (b) contact the Company via the method made available on the Website and provide the Company with all information reasonably requested by the Company ("Contact Process"). Such information may notably include contact information, invoicing details, participant details, etc.

In the Contact Process, and following the contact by the Customer, the Parties agree on the relevant Course(s), any related exam and certification, all related fees ("Fees"), the identity of the participant(s), as well as any relevant details in a separate Order Form.

In the Click-and-Buy Process, the Course, any related exam and certification and the Fees are set forth on the Website. To the extent reasonably required, the Customer shall provide the identity of the Participants and any required details to the Company.

For the avoidance of doubt, the Customer acknowledges that the Company is under no obligation to make an offer for a given Course or to accept the registration of any Customer or of any related participant.

3. Payment

3.1. Fees

The Customer shall pay the Fees via the payment methods made available by the Company.

Unless agreed otherwise, all Fees are payable in advance prior to the date of the related Course. Late payments result in an interest rate of 5% p.a. If not explicitly stated otherwise, all fees are in CHF and excluding VAT and other applicable taxes.

In case the Customer does not pay the applicable fees as agreed between the parties and after notice of non-payment, the Company reserves the right to cancel the registration of the Customer for the applicable Courses.

Any right to set off, retain, deduct, counterclaim and/or withhold any payments due under the Agreement vis-à-vis the Company is hereby expressly waived and excluded.

Except where prohibited by law or to the extent set forth in the section 3.2 below, all fees are non-refundable.

3.2. Cancellation fees for the Contact Process

In the Contact Process, registration is binding to the extent set forth in the applicable Order Form.

If the Customer is unable to attend the Course, and such Course was booked under the Contact Process, the Customer may cancel its participation by notifying the Company in text form. A cancellation is considered as effective upon confirmation by the Company. Cancellations may be subject to the payment of a cancellation fee. The following conditions apply:

3.3. Cancellation fees for the Click-and-Buy Process

In the Click-and-Buy Process, registration is binding. All Fees paid under this Agreement in the Click-and-Buy Process are final and non-refundable, including if the Customer is unable to attend the Course.

3.4. Force majeure

The cancellation fees set forth in section 3.2 do not apply in the event of unforeseen and justified circumstances, such as force majeure, medical emergencies, or other events beyond the Customer's reasonable control, provided the Customer informs the Company in text form as soon as reasonably possible and provides appropriate justification.

In the event of unforeseen and justified circumstances, such as force majeure, medical emergencies, or other events beyond the Company's reasonable control, the Company may terminate this Agreement at any time. In such case, no cancellation fees, as set forth in section 3.2, shall be due by the Customer. The Company shall reimburse all Fees already paid by the Customer at the time of such termination.

4. Rights & Obligations of Company

The Company will provide the Customer with the Courses as agreed in the Agreement, and to the extent displayed on the Website.

The Company may amend the Terms from time to time at its sole discretion by publishing an updated version of the Terms on the Website. The Terms published at the time of registration for a given Course by a Customer are applicable.

The Company (and/or related third parties) constantly develops and improves its Courses (incl. the respective content) and may modify or either temporarily or permanently stop providing the offered Courses or any part of it at its sole discretion and at any time. In case of material changes to the Courses after the Customer's registration, i.e., changes significantly altering the nature and scope of the Courses, the Company shall notify the Customers that are directly affected by such changes.

The Company reserves a right to ask the Customer to provide feedback through forms, questionnaires, and polls to improve their Courses ("Feedback"). The Company may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. The Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to the Company and acknowledges it has no claim in relation to the Feedback.

5. Rights & Obligations of Customer

The Customer agrees to engage with the Courses in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located.

The Customer shall cooperate in the performance of this Agreement to the necessary extent free of charge.

6. Term & Termination

The Agreement between the Parties remains in full force and effect, unless terminated earlier, until the end of the relevant Course.

The Company may terminate the Agreement at any time with immediate effect if Customer is in material breach of the Agreement and fails to remedy this violation within 5 calendar days after receiving written notice specifying the nature of the breach and requesting its correction. For the purposes of this Agreement, a material breach notably includes, without limitation, failure to pay undisputed amounts when due.

Termination for material breach shall not release the Customer from its obligation to pay for Courses in accordance with this Agreement. Such termination shall not limit the Company's right to claim damages or other remedies available under applicable law. Any fees due or paid prior to termination shall not be subject to refund unless expressly agreed otherwise.

For case of force majeure, section 3.4 is reserved.

Termination does not affect any rights, obligations, or liabilities of either Party that have accrued before or are intended to stay effective beyond termination.

7. Intellectual Property

Each party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights ("Intellectual Property Rights").

All Intellectual Property Rights in the Courses, including but not limited to, in any methodologies, tools, templates, or any proprietary material used by the Company while providing the Courses, remain vested in the Company (or in its licensors).

The Company grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use the material, content, or other provided information related to the Courses solely for the purpose of the Courses and in accordance with the Agreement. For the avoidance of doubt, this right does not include any license to reproduce, adapt, commercialize, or distribute any provided material, content or other provided information related to the Courses, unless expressly authorized by the Company.

8. Confidentiality & Privacy

The Company treats the confidential information of the Customer with adequate confidentiality standards and processes the Customer's personal information only as needed.

The Company collects and processes personal data as described in its Privacy Policy available at https://www.abileneacademy.ch/en/privacy-policy. The Company protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union.

The Customer authorizes the Company to use, process, and store relevant data for the performance of the Agreement and to use anonymized data to improve its services or for analysis purposes.

The Parties may further define their duties regarding data protection in a data processing agreement, in which case the provisions of the data processing agreement prevail.

9. Liability & Indemnity

The Company is fully liable to the Customer for damages resulting from the Company's gross negligence or wilful misconduct. In all other cases, the Company's liability under the Agreement is excluded to the maximum extent permitted under applicable law.

The Company will not be held liable for inaccuracy or incompleteness of the Courses, or the incompatibility of the Courses with any specific objectives that the Customer is hoping to achieve.

Neither Party shall be liable for any failure or delay to perform its obligations under this Agreement (other than payment obligations) caused by circumstances beyond the parties' reasonable control (force majeure).

The Customer agrees to indemnify, and hold the Company harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (i) breach of this Agreement or any legal regulation by the Customer, any participant, its employees or other persons acting on behalf of the Customer; (ii) any breach of Customer's representations and warranties set forth in the Agreement; (iii) Customer's violation of the rights of a third party.

10. Warranties & Representations

The Customer acknowledges that the Courses are provided "as is" and "as available", and the Company makes no warranties or representations of any kind regarding the Courses or any specific outcomes or results.

The Company does not warrant that the Courses will be free of errors, omissions, or delays, nor will they meet specific expectations or objectives.

11. No Exclusivity

This Agreement does not confer any exclusivity.

12. Miscellaneous

Entire Agreement: The Agreement constitutes the entire agreement between the Company and the Customer and supersedes all prior agreements between the parties relating to the subject matter of the Agreement.

Any deviation from the Terms not anticipated by the Terms requires an explicit reference to the altered clause of the Terms. General terms and conditions of the Customer are excluded unless they have been expressly accepted by the Company.

Changes to Terms: The Company may, from time to time, change these Terms. The Company will notify the Customer for at least 30 days before such changes apply to the Customer.

Notices: Notices must be given in writing, including e-mail, and need to be communicated:

• To Company's attention: via email to request@abileneacademy.ch
• To Customer's attention: by publishing on the Services or where explicitly agreed between the Parties via email to the last e-mail address provided for this purpose by the Customer. It is the Customer's responsibility to keep provided contact information current.

No Assignment: The Customer may not assign any of its rights, obligations, or claims under the Agreement without the previous consent of the Company.

Severability: If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect.

Governing Law & Jurisdiction: These Terms, and all claims or causes of action that may be based upon, arise out of or relate to these Terms shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary court at the seat of the Company has exclusive jurisdictions for all disputes arising from or in connection with the Terms.

Language: These Terms may be translated into other languages for convenience. In the event of any discrepancies or conflicts between the translated versions and the English version, the English version shall prevail.

Links: The Website or the Courses may contain third-party content or links to third-party websites. The Company does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.