Terms & Conditions

Terms & Conditions of TBM Services

Version effective from 10.6.2018

General provisions and declarations

The present Terms & Conditions of TBM Services (“Terms”) are an integral part of the User Agreement, concluded or to be concluded between Us – TBM Group AG and You as the Client (“Agreement”). These Terms regulate the terms of use of our services, legal and internal processes, ongoing and subsequent processes under any circumstances, regular or irregular. These Terms govern Your use of our services. They govern the use of all service packages.

By accepting and concluding the Agreement, you automatically accept these Terms. You further confirm to have read and understood the content.

You accept the Agreement, i.e. all the terms and conditions of the Agreement including the Terms, either by signing a physical version of the Agreement, by clicking a box indicating your acceptance of the Agreement or by executing an order form that refers to the Agreement.

If you conclude the Agreement on behalf of a company or other legal entity, you declare and confirm that you have the authority to bind such legal entity and its affiliates to the Agreement. If you do not have such authority or you do not agree with these Terms, you must not accept this Agreement.

If you conclude the Agreement by yourself as a natural person, You hereby confirm that You are at least of 18 years of age, you have legal capacity to conclude the Agreement and that you conclude the Agreement for Your business activities and you fully understand all legal and economic risks connected with the conclusion of the Agreement. If you cannot confirm the above, if you have no legal capacity to conclude the Agreement, or if you do not agree with any part of these Terms, you must not accept the Agreement and these Terms and You may use our services only upon setting up and agreeing on an individual terms and conditions.

Unless otherwise specifically disclosed to TBM, You confirm that You disclosed to TBM in all aspects correct and truthful information (in particular including Your name, or the name of Your ski school and other identification information) and that You will use Your account created on the Platform only for purposes of Your ski school or for Your personal or internal purposes, and that You will not share Your account nor transfer it to any third party. You may be an acting guarantor for any additional administrator, manager, or agent accounts You may create, if you disclose such information to Us. In such case you are obliged to ensure that every person on behalf of which You act does adhere to the Agreement (including these Terms).

You are responsible for keeping Your information provided to us up-to-date and notifying Us of any relevant changes thereto.

In case any of the Services the Client requires from TBM consists of facilitating bookings, connections, etc., unless otherwise explicitly agreed, TBM is only obliged to provide the means to connect with another person / provider and TBM is in no way responsible for conclusion of any agreement between You and such third person / provider. TBM may not be held liable in connection with the conclusion or non-conclusion of such a contract and TBM is in no way obliged to act as an arbitrator or solicitor in case of any disputes between You and the third party / provider.

You understand that the administration systems are only fully supported on the latest version of Google Chrome internet browser.

General Use of the Services

In connection with using of the Services on the basis of the Agreement, You may not:

• misuse, present, or otherwise illegally share any part of the Services, unless stated otherwise in the Agreement;
• sell, resell, license, sublicense, lease, transfer, assign, distribute, upload, share, or otherwise commercially or uncommercially exploit, or make the Services available to any third party without a prior written consent of TBM, unless stated otherwise in the Agreement;
• use the Services in order to process data on behalf of any third party without its explicit consent;
• override or bypass any security feature, access control or limitation of Services, or otherwise use the Services in an unlawful manner or in a manner that interferes with or disrupts the integrity or performance of the Services and its component parts.

You may not use the Services in order to send unsolicited e-mails, spam or junk text messages of any kind.

You may not use the Services in order to communicate anything offensive or unethical, to promote anything illegal, to harass anyone, to promote any kind of aggression or to provoke any aggression, political or racist issues, or to distribute content which is in violation of any other party’s rights, including but not limited to copyrights and privacy rights.

You may not mislead TBM or dissemble to get access to technical information, trial or test version of Our Services, if Your priority is not to use it in accordance with the Agreement or if your further steps may cause competition or provide or attempt to provide similar services on the market. You may not use the Services if You are a competitor of TBM, except with Our prior written consent. In addition, You may not use the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

You agree that the back office administration, updates and any other products are developed for standard users and common computer devices. It may happen that the Services will not be fully supported on a not commonly used device – You hereby accept that any updates and change of the Services in order to accommodate Your specific needs may be subject to additional charges.

The TBM Services are exclusively owned by TBM. You agree that by using the TBM Services, you do not buy, rent, hire, or lend any part of the TBM Services, but you are only entitled to use them, unless specified otherwise in this Agreement.

It is understood that you shall fully cooperate in providing us with all necessary information and materials to set up and support your account. Should You fail to provide us with the necessary documents, information or data, We are not obliged to provide any Services to You.

You confirm and agree that any information and documentation provided to Us is genuine, true and verifiable. Uploading any forged or falsified information and documentation is forbidden and may lead to a respective legal proceedings.

Current Software version is optimised for Safari 8+, Firefox 45+, Chrome 50+, From iPhone 5+, iOS 10+, Android 4+

Registration & Software Accounts

With regard to Your account created on the Platform, You agree to:

• provide accurate, current and complete information;
• maintain the security of your password and access keys – TBM bears no responsibility for problems caused by Your irresponsible handling;
• maintain and promptly update the registration data, and any other information you provide to TBM, and to keep it accurate, current and complete – TBM bears no responsibility for problems caused by Your failure to provide the up-to-date information or data. For update of data, you are to use the general contact provided in the Agreement or on the Platform.

Only TBM is entitled to create and provide You with a new login or access to the Services. Once this login or access is delivered or sent to You, You are fully responsible for any further use of the Services and account.

You are responsible for all activities on your account and for all charges incurred. You are responsible for maintaining confidentiality of Your login and account and for any and all activities carried out under Your login or account. You agree and acknowledge that Your login may only be used by one (1) person at a time – a single login shared by multiple people is not permitted, unless otherwise specified in the Agreement.

By using Your account and registration, you accept that you may have limited data storage on Our server. The limit is set at 5 GB (gigabytes). We may use this limitation due to general technical service or during data overload by other accounts. TBM will always make all the efforts not to limit Your storage.

Data Security

All of Your account data and any data and information You upload into the Platform via Your account is in Your sole ownership and You are responsible for such data. We are to maintain appropriate, administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your account. The detailed description of the data processing activities is included in the Privacy Policy, accessible on the Platform.

TBM reserves the right to access any or all of Your account or accesses in order to respond to Your requests, or to carry out system audits or quality assurance. TBM also reserves the right to access any or all of Your account or system data in order to check the functionality and legality of the Platform and data contained therein, or to carry out annual system audit, as well as to update a new system version, or to prepare data and statistics for new updates.

Data, material, or any other content accessible to You through Our Services may be subject to protection under Swiss (or any other country´s) copyright laws, or laws protecting trademarks, trade secrets, or proprietary information. Except for when expressly permitted by the owner of such rights, you may not use the TBM material. If you use a domain name in connection with the TBM Services or similar services, you may not use that domain name in violation of any trademark, service mark, or similar rights of any third party.

All domain registrations may be subject to external terms and conditions. You are obliged to study and follow these documents and TBM bears no responsibility for Your non-compliance. Registrations and associated services may take up to 48 hours to be set up.

You may not collect any credit card information in any form. Storing credit card details in the system is strictly prohibited. You may not store credit card numbers, expiry dates and CVV (Card Verification Value) codes anywhere on Our Platform. You must use one of the certified payment gateways. There are no exceptions or excluded payment types.

TBM does not authorize collection of personal data by third parties through advertising technologies deployed in Our Services.

In case of any misuse or loss of data on the TBM account, the parties agree to waive any liability of TBM, to the extent permitted by law.

Hosting, Security & Availability

TBM takes all issues concerning reliability and security very seriously. We use preferred hosting partners who provide You with a secure and safe environment. We also cooperate with and search for the best partners and service providers on the market. We set up the highest criteria for such tenders.

However, no system is perfectly secure or reliable; the Internet is an inherently insecure medium, and the reliability of hosting services, IT agencies, connection types, Internet intermediaries, Your Internet service provider, and other service providers cannot be assured. When you use Our Services, you accept these risks, and the responsibility for using technology that does not provide perfect security or reliability.

You agree that if you believe that the security of your account has been compromised in any way, you will notify TBM without undue delay. If you do not notify TBM of any such misuse or compromise to your account without undue delay, You cannot hold TBM liable for any damage incurred. All later notifications will be disregarded and cannot have any legal effect.

You agree that if any security violations are believed to have occurred in connection with your account, TBM is entitled to suspend all access to Your account, pending an investigation regarding any aspect of the Services, including Services provided to You, and provide any necessary or required cooperation to the law enforcement authorities in the investigation of suspected criminal activity. Any use of Our Services to engage in software piracy or other violations of law will result in account suspension and will be immediately reported to the appropriate authorities. Users who violate any Services or network security may incur criminal or civil liability.

TBM reserves the right to use any software or other implementations and upgrades, such as any kind of cookies, statistic measurements, communication analyzer, IP address location, or other solutions, to improve the functionality, technical safety, workflow, support or other communication, to track the workload, or to generally observe the Service capacity effectiveness for further upgrades or implementations.

TBM may store Your Data in Switzerland and/or through Our third-party service providers or partners. In order to facilitate Your requests and/or improve Our Services, TBM is entitled to access any information or data uploaded into the Platform.

You may not use the Services or any of their aspect in order to attempt to circumvent user authentication or security of any host, network, or account. This includes, but is not limited to, accessing data not intended for the customer, logging into a server, or account the customer is not expressly authorized to access to, password cracking, probing the security of other networks in search of weakness, or violation of any other organization’s security policy.

You may not attempt to interfere or to deny the Services to any user, host, or network. This includes, but is not limited to, flooding, mail bombing, or other deliberate attempts to overload or to crash a host or network.

Our contractors or TBM itself perform regular server backups. However, We are not responsible for files and data saved on your account. You agree to assume full liability for the files and data transferred and to maintain all appropriate, manual or electronic, or other necessary backup of the files and data stored on TBM servers.
TBM may deny Your access to all or part of the Services without notice if you engage in any conduct or activities that, at its sole discretion, are believed to violate any of the terms of the Agreement (including these Terms). We will not be obliged to notify any third party providers of services and TBM shall not be liable for any consequences resulting from such discontinuance or lack of notification.

You agree that TBM is entitled to electronically monitor the Services from time to time and to disclose any information as necessary to perform its obligations set out by the applicable legal regulations, the Agreement, or to protect itself or its subscribers and to safeguard its legitimate interests.

TBM reserves the right to refuse to post or to remove any information or material, in whole or in part, that, at its sole discretion, is unacceptable, undesirable, or in violation of the Agreement.

Due to regular updates and security checks, TBM reserves the right to a 48-hour grace period on the workflow to ensure a settling in that period, allowing potential issues to be resolved.

Fees & Payment Terms

You agree that all setup and installation fees (if applicable) are non-refundable and are due upon the conclusion of the Agreement, unless agreed otherwise. The monthly or yearly subscription fees are due on the first day of the respective period (cycle), in which the Services are provided.

Fees for any additional and support Services are due on the first day of provision of such Services.
Service/subscription packages are based on a different model basis. Every model may come with an initial trial period from the time the account was created. Description of the service packages is contained in the Agreement and on Our platform.

If You have provided credit card details before the end of your trial and have chosen to continue with a paid plan, you will be automatically billed, starting on the day Your account was upgraded. If You did not provide the credit card details, you will receive Our invoice to pay by any other mean. You also have the option to be billed for the Services in advance on a discounted annual or long-term basis.

For any upgrade or downgrade of service packages, your credit card will be automatically charged with the new rate on your next billing cycle. You can upgrade your account whenever within the year, you can downgrade only by the end of the billing cycle, as specified in your service package terms. Downgrading your account may cause the loss of content, features, or capacity of your account. TBM is not liable for any such loss.

You are obliged to inform us about upgrading your level at least 5 working days in advance so that we can take necessary administrative, technical, personal or other steps. If you insist on immediate manual upgrading of the level, it will result in costs that may reach up to EUR 600. Once the automated service package upgrade functionality applied, this point is not relevant.

The billing cycles vary depending on Your service package chosen. The standard model is twelve (12) months period, unless specified otherwise in the Agreement.
If you request any refunds or changes before the expiry of the Agreement, TBM may charge you a processing fee of up to 40% of the monthly subscription fee. This is to cover administrative, technical and personal costs and those charged by our payment processors or third parties.

Each service package is set up to precise or unlimited amount of units (bookings, clients, instructors, or others). This allows us to allocate appropriate resources to your account. If You exceed Your quota, you may be charged an excess fee of up to EUR 100 per month in which the quota was exceeded. It is Your obligation to upgrade or downgrade your account. For continuous exceeding of the quota, the fee may be raised by 10% of the excess fee owed for the previous month.

If your business does not pass standard financial checks or if financial risk is to be identified, TBM is entitled to ask you to provide a personal guarantee from a director or shareholders of Your company.

TBM reserves the right to charge any card held on file for any outstanding balance that is overdue or for any invoice which is overdue; up to 5% (of the outstanding balance) administration and processing fee will be added.

TBM reserves the right to charge You a contractual penalty of EUR 1 or 10% p.a. of the invoiced amount (whichever is higher) for every day overdue with a payment according to the Agreement.

In case of any discrepancies between these Terms and Service fees set out in the Agreement, TBM is entitled to modify and change the Service fees unilaterally in compliance with these Terms.

Notwithstanding anything in the Agreement and these Terms, after 2 failed payment reminders, the provision of Services may be suspended without notice. Any reboot or restart of the Services provided by TBM may be subject to additional charges in accordance with actual pricelist and procedural complications. By actual pricelist the reboot or restart fee is 1000 EUR.

Customer Service & Support

TBM makes all the efforts to provide the best possible customer service, while keeping its Services affordable. It is important that You should choose a service package that relates to your expectations and that takes the complexities and requirements of your business into consideration. TBM may support the Services only within the scope of the chosen service package.

TBM reserves the right to refuse support, or to charge an extra fee for additional work required in case of excessive requests not relating to Your subscription, overly complex configurations exceeding the free or prepaid support, lasting longer than standard solutions, extended or impeded working processes due to Your non-compliance with Our terms or instructions, or those out of scope of and understanding of our general support staff.

TBM will provide access to help center and phone support for customers during the business hours (see below) according to CET time. TBM is not obliged to solve Your requests received and requested to be solved out of these hours.

TBM reserves the right to put the request, phone call, ticket, or other support request, into the queue of other requests. All requests are to be solved as they will be ranked by date and time of their registration. TBM is entitled to solve such requests depending on Our availability and with no time or date limitations, unless specified otherwise in the Agreement.

TBM reserves the right to record the calls or other kind of communication with prior warning or permission, in order to ensure the quality and security standards. TBM also reserves the right to record any verbal or written conversations without Your consent.

Our business days are Monday to Friday, business hours are from 9 am to 4 pm CET (with flexible one-hour lunch break). All support hours in all priority levels mean business hours only.

Our support levels are not available or may be refused in case You use any kind of free Service Package.

For commercial purposes, TBM will use reasonable efforts to maintain the availability of the Services and personnel to You and to solve Your requests in due time. The following response and resolution times are provided as an indication only and governed by our working hours or time management linked to the relocation of the support staff on different projects. All support times within the levels depend on Your alignment.
 

Line of support	Priority	Definition of requests	Response Time	Resolution Time
2 – technical	Critical	The Services or their significant elements are not functioning. All or part of the activities connected to the Services are not functioning, or functioning that makes them unusable.	2 hours	8 hours
	Major	The Services or their significant elements are functioning at partial capacity which stops the functioning of all or part of the activities connected to the Services.	4 hours	8 hours
	Minor	The Services or their significant elements are experiencing errors that have minor influence on all or part of the activities connected to the Services.	8 hours	32 hours
	Trivial	The Services or their significant elements are experiencing errors that do not have direct influence on all or part of the activities connected to the Services.	8 hours	40 hours
1 – non technical	General	Any kind of questions about how to explain, understand or clarify documentation or other non-impacting issue.	40 hours	80 hours
	Standard	Creating new offers, suggestions of any kind, any requests for new Services or features, or other non-impacting issue or common question.	40 hours	160 hours

Cancellation and Termination

You are responsible for proper cancelation of your account. If you wish to do so, you must inform Us using the process set out in the Platform or on the email address specified in the Platform. You may cancel the account any time.

If You cancel your account before the period stated in Your service package, you must pay all the necessary costs and fees until the end of the agreed period according to the Agreement, regardless of such cancellation.

You agree that until you cancel or notify us of Your desire to cancel any or all Services and terminate the Agreement in writing according to terms set out in the Agreement, those Services will be billed on a recurring basis.

Regardless of Your billing cycle, there are no refunds or credits for partial months or years of provision of Services, planned downgrades, or refunds for months unused if You close Your account before the end of Your subscription period. In order to ensure equal treatment for all and administrative costs as low as possible for the benefit of all, no exception to the rule above will be made.

Your account will automatically be suspended if there are any outstanding payments on your account at least 30 days after the due date or after you have received two notifications of delay.

You agree that pro rata refunds for unused time periods will not be provided in the event of account termination. You also agree that any pre-payments are non-refundable and will be deducted from further regular payments.

Rights of TBM

Notwithstanding any provision of these Terms, if TBM, upon its sole discretion, believes or suspects that You have violated the Agreement including the Terms in any way or that any of Your declaration or information provided is false, TBM is entitled, without any notice or liability to You, to

• terminate Your access to the Services (or the access of a third party You share Your access with), or any portion thereof; in such case the termination is unfounded, You have a right to request a refund for the remaining already paid period, in which You will not be able to use the Services;
• temporarily block or prevent Your future access (or the access of a third party You share Your access with) and use of all or any portion of the Services;
• change, suspend or discontinue any aspect of the Services or content provided;
• impose limits on the Services.

TBM is also entitled to suspend the provision of Services at any time for limited period of time for the purposes of performing regular update or revision of the system. In case such suspension is planned to take longer than 12 hours, TBM shall inform You in advance of such suspension.

Third-Party Sites & Services

TBM Services contain links and provide integrations to third-party web sites and services (“Third-Party Sites”) as services to those interested in this information. Third-Party Sites provide platform extensions, add-ons, payment processors, and other payment intermediaries that You may use in connection with Your use of the Services. Using of these links to Third-Party Sites and any third-party content or services provided there is at your own risk.

TBM makes no claim or representation regarding third-party content or Third-Party Sites, and provides links to them and integrations only as a convenience. Inclusion of a link to a Third-Party Site, third-party content, or third-party integration in the Services does not imply endorsement from TBM, adoption or sponsorship of, or affiliation with such Third-Party Site or third-party content. TBM assumes no liability for reviewing changes or updates to, or the quality, content, policies, nature or reliability of third-party content, third-party services, Third-Party Sites, or web sites linking to the Services. When You leave the website on which the Services are provided, these Terms and other policies do not apply any longer. You should review the applicable terms and policies, including privacy and data gathering practices of any Third-Party Site, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

We may use a third-party service provider to manage credit/debit card processing. This service provider is a Third-Party site and acts as an intermediary to technically process the respective payment and We are in no way liable for any violation of law or contract performed by such provider.

TBM does not allow hosting of any third party services on Our servers or within Your application without a prior written authorization by TBM. Any embedding of third party applications must be authorized in writing by TBM. All external Services must be authorized by TBM and the implementation or development can be applicable and realized only by TBM.

External scripts and applications are used at your own risk. Any support required or identified as a result of using such external scripts and applications is not included in the Services.

Affiliate & Partner Program

We may occasionally offer You an affiliate/referral program. The affiliate program is intended to credit customers who refer us to new clients. Referrals are paid out to active accounts in good standing. Expired, closed or trial accounts are not eligible for the referral program. We reserve the right to refuse payment on a referral if it does not comply with these Terms or does not appear to be a genuine customer referral.

The commission may be up to 10% of the new client´s amount benefited by TBM. The commission billed by affiliate or partner will be limited for the first two (2) years of new client´s subscription.

Benefited amount from the new client is calculated from the monthly fees for first two (2) years of new client registration and billing.

Logos and Trademarks

You may use TBM corporate identity (logos, trademarks, design, animations, or other identity graphics) only for promotional purposes to identify Yourself as a customer or user of the TBM Services, provided that You do not attempt to claim the ownership of the marks by incorporating any of them within Your names or offerings. Even if not registered, the trademarks and logos of TBM remain unique and any of their illegal use or TBM goodwill violation will be treated as an offence against TBM.

Limitation of Liability

In order for TBM to provide its Services for the agreed prices, TBM must lower the risk of its potential civil liability. Therefore, by agreeing to these Terms, You hereby exclude TBM from any liability arising out of the provision of Services in excess of the monthly service fee paid or payable by You for one month preceding the time of any claim for monetary damages. The provisions of this section allocate the risks under these Terms between the Parties, and the Parties have relied on these limitations in determining whether to enter into the Agreement.

Notwithstanding anything in these Terms, Our liability is in any case excluded (to the extent permitted by law) and TBM assumes no liability for:

• any non-function of Services or Service disabilities in case they are not caused by direct and intentional abuse from Our side;
• any unexpected issues and situation in global measures as problems caused by political, economic, or social situation (acts of god);
• any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data, know-how or business interruption.

Definitions and Interpretation

The expressions and words with an initial capital letter have the same meaning as in the Agreement, unless otherwise specified in these Terms.

In these Terms, the following words with an initial capital letter have the following meaning:

• TBM Group AG is in these Terms also referred to as “TBM”, “We”, “Us”, “Our” or “Contractor”;
• “Platform” means either ski-school software platform as a cloud software available on skicms.com including CMS, front-end integrations, designs, images, and API, or Snowsport Jobs platform as a cloud software available on snowsportjobs.com including CMS, front-end integrations, designs, images, and API, as applicable;
• “You” or “Your” means the company or other legal entity on behalf of which you accept the Agreement and these Terms including any person acting on its behalf;
• “Your Data” means all electronic data collected and stored by Our system on Your behalf, including customer records, transactions, inventory items, and statistics;
• “Your Account” means the account or accounts created for You on the Platform;

Where these Terms refer to the Agreement, the reference is made to the Agreement including these Terms as its integral part, unless indicated otherwise.

Final provisions

TBM reserves the right to amend these Terms without any notice. You have a right to refuse the change by submitting Your refusal to email address specified on the Platform. Your continued use of the Services constitutes your acceptance of the amended Terms. Violation of these Terms may result in immediate and irreclaimable termination of your account and removal of Your Data. It does not exclude the right for TBM to claim damages or harm in financial, material, or any other form.

These Terms and all other legal documents signed or accepted by You and issued in connection with the Services are unique and individual and are valid for such a legal cooperation of two (2) partners only.

Unless specified otherwise, any notice, request or communication between the Parties may be performed by post, email or via a process designated in the Platform, if such option exists.

No provision of this Agreement will be deemed waived, amended or modified, unless such waiver, amendment or modification is in writing and signed by both Parties. Failure of TBM to enforce at any time any of the provisions of the Agreement, or the failure to require at any time performance by You of any of the provisions of the Agreement is in no way to be construed as a present or future waiver of such rights, nor shall it in any way affect the ability of TBM to enforce each and every such provision therein.

TBM is entitled to transfer its rights and duties arising out of the Agreement, in whole or in part, without restriction.

If any provision of the Agreement (including its annexes and these Terms) is unenforceable or invalid for any reason whatever, such unenforceability or invalidity will not affect the enforceability or validity of the remaining provisions of the Agreement and such provision will be severable from the remainder of the Agreement.

Luzern (Switzerland)

TBM Group AG