General terms and conditions
SAS Effency – RCS Paris 822320172
Head office : 78 avenue de Flandre – 75019 Paris
Effective date: 1 September 2026
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1. Purpose
These Terms are available at any time on Effency’s website at www.effency.fr (the “Website”).
Any individual or legal entity using the Services is hereinafter referred to as a “User.”
The Services may be subscribed to:
(i) pursuant to a quotation or order form issued by Effency or one of its authorised resellers (the “Quotation”); or
(ii) through a third-party marketplace, including without limitation the Microsoft Marketplace.
Upon acceptance of the Quotation or completion of the purchase through the relevant marketplace, the Services are made available through the TeamGether application within the Collaborative Workspace supported by Effency, including, without limitation, Microsoft Teams, Slack, Google Workspace and any other supported collaborative platform (collectively, “TeamGether”).
For the purposes of these Terms, the term User includes:
- legal entities entering into an Agreement with Effency (the “Customers”);
- legal entities making TeamGether and the content created either by the Customer or by Effency available to their employees, contractors or other authorised users (the “End Users”);
- Effency’s business partners using the TeamGether Authoring Tool to develop and distribute learning content to End Users; and
- natural persons using the Services, including the TeamGether application, regardless of the nature of the content made available to them.
These Terms may be accessed and printed at any time through a direct link available on the Website. They may be supplemented, where applicable, by service-specific terms and conditions governing particular Services.
Together with any applicable Quotations, specific terms and conditions and any appendices, these Terms constitute a single and indivisible contractual agreement between the parties (the “Agreement”).
In the event of any inconsistency between the contractual documents, the following order of precedence shall apply (from lowest to highest priority):
- these General Terms and Conditions;
- any Specific Terms and Conditions;
- the applicable Quotation.
The Agreement shall prevail over any other general or specific terms and conditions that have not been expressly accepted in writing by Effency.
2. Acceptance of the Terms
2.1 Acceptance of the Terms through Use of the Services
By subscribing to or using the Services, the User acknowledges having read and accepted these Terms.
Acceptance of these Terms shall be evidenced by either:
(i) the execution of an Quotation; or
(ii) where the Services are purchased through a third-party application store or marketplace (including, without limitation, Microsoft Marketplace), the installation and use of the TeamGether application.
The User acknowledges that these Terms are made available at all times on the Website and, where applicable, are accessible prior to installation through the relevant application store or marketplace product page.
2.2Acceptance of the Terms through an Quotation
Unless otherwise expressly stated, any Quotation issued by Effency or one of its authorised resellers shall remain valid for a period of one (1) month from its date of issue.
If the User does not accept the Quotation within this period, it shall automatically lapse without further notice.
Acceptance of an Quotation shall be effected by the User signing the Quotation and returning it to Effency by any appropriate means, including by electronic mail.
Execution of an Quotation constitutes the User’s unconditional and irrevocable acceptance of these Terms, as in force on the date on which the Quotation is signed.
2.3 General Provisions
Acceptance of these Terms must be unconditional and in their entirety.
Any acceptance subject to reservations, amendments or conditions shall be null and void and shall have no legal effect.
Any person or entity that does not agree to be bound by these Terms must refrain from accessing or using the Services.
3. Description of the Services
3.1 Purpose of the Services
The Services are intended exclusively for professional use.
They enable Customers and their authorised End Users to design, deliver, distribute and manage learning, awareness, communication and skills development programmes (collectively, the “Learning Journeys”).
To this end, Effency provides the Services in the form, with the features and through the technical means that it considers most appropriate to ensure the proper operation and continuous improvement of the platform.
3.2 TeamGether and the Authoring Tool
Effency has developed and makes available to its Customers a content creation, publication and management platform known as the Authoring Tool (the “Authoring Tool”).
The Authoring Tool enables Customers, their partners and authorised Effency partners (each, a “Learning Journey Creator”) to design interactive Learning Journeys tailored to their organisational culture and business objectives.
Learning Journeys may include, without limitation: text, images, videos, hyperlinks, interactive activities, quizzes, open-ended questions, multiple-choice questionnaires, and any other content formats supported by the Authoring Tool.
Effency provides onboarding assistance for the Authoring Tool together with ongoing functional and technical support, including user documentation, tutorials, knowledge base articles and Frequently Asked Questions (FAQs).
Subject to the applicable subscription, Effency grants each authorised Learning Journey Creator access to the Authoring Tool together with the corresponding administration licences required to create, manage and publish Learning Journeys.
Effency also provides the technical and functional support necessary for the deployment and operation of TeamGether and its conversational assistant across the collaborative platforms supported by Effency for the benefit of the relevant End Users.
Learning Journeys created by a Customer are subsequently distributed to End Users through TeamGether within the relevant Collaborative Workspace according to the distribution rules configured by the Customer, whether automatically or manually, individually or by groups of users.
The Authoring Tool also enables each Learning Journey Creator to store, organise and manage all Learning Journeys within its own dedicated content library.
Customers additionally have access to reporting and analytics features enabling them to monitor End User engagement, completion rates and the adoption of Learning Journeys.
The scope of the Services provided under this Section shall depend on the subscription purchased by the Customer and shall be specified in the applicable Quotation.
All intellectual property rights relating to Learning Journeys created by a Customer remain vested exclusively in that Customer.
Unless otherwise expressly agreed in writing under a separate collaboration agreement, Effency shall not acquire any ownership rights over such Learning Journeys and shall not be entitled to reuse, commercialise or distribute them.
3.3 Learning Libraries
Effency makes available to its Customers a range of proprietary learning content libraries developed either by Effency itself or by carefully selected partner Learning Journey Creators (collectively, the “Learning Libraries”).
For the avoidance of doubt, Effency shall remain the Customer’s sole contractual counterparty with respect to access to and use of the Learning Libraries, irrespective of the identity of the content author.
Learning Libraries may be assigned and distributed to End Users either directly by Effency or, where applicable, by the relevant Learning Journey Creator.
Intellectual Property and Licence
The Learning Libraries and all content forming part thereof remain the exclusive property of Effency and/or the relevant partner Learning Journey Creator.
Nothing contained in the Agreement shall be construed as transferring any intellectual property rights to the Customer.
Subject to the terms of the applicable subscription, Effency grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable licence to access and use the Learning Libraries solely for its own internal business purposes and for the benefit of its authorised End Users identified in the applicable Quotation.
Unless expressly authorised in writing by Effency, the Customer shall not:
- reproduce, copy, translate, adapt, modify, reverse engineer, decompile or create derivative works from all or part of any Learning Library;
- assign, sublicense, rent, lease, distribute or otherwise make any Learning Library available to any third party;
- use all or part of any Learning Library for the creation, enrichment or training of databases, machine learning models or artificial intelligence systems;
- extract or re-use all or a substantial part, whether qualitatively or quantitatively, of the content of any Learning Library.
Upon termination or expiry of the relevant subscription, for any reason whatsoever, all rights granted to the Customer under this licence shall automatically terminate and the Customer shall immediately cease all use of the relevant Learning Libraries.
3.4 Additional Services
In addition to the Services described above, Customers may purchase additional professional services, including, without limitation:
- coaching services provided by Effency’s partners;
- bespoke Learning Journey design;
- custom Learning Library development;
- consulting and implementation services;
- and any other professional services offered by Effency from time to time.
The scope, deliverables, pricing and specific conditions applicable to such Additional Services shall be set out in the relevant Quotation.
Effency reserves the right to introduce new Services, features or functionalities whenever it considers such additions appropriate for the continued development of its offering. Any such additional Services shall be governed by a separate Quotation where applicable.
4. Financial Terms
4.1 Fees and Payment Terms – Annual Price Adjustment
The fees applicable to the Services shall be those set out in the applicable Quotation or, where the Services are purchased through a third-party marketplace, those displayed on the relevant marketplace at the time of purchase.
- TeamGether : The subscription fees applicable to TeamGether and the Authoring Tool shall be those specified: in the applicable Quotation on the date of subscription; or where applicable, on the relevant third-party marketplace through which the Services are purchased.
Unless otherwise specified, payment shall be made in accordance with the terms set out in the applicable Quotation or the applicable marketplace conditions.
Learning Libraries
Subscription fees relating to Learning Libraries shall be determined in accordance with:
- the applicable Quotation; or
- the pricing published on the relevant marketplace.
Professional Services
Fees relating to professional services provided by Effency or one of its authorised partners—including, where applicable, travel, accommodation or other reimbursable expenses—shall be specified in the relevant Quotation.
Annual Price Review
On each anniversary of the Effective Date of the Agreement, the fees set out in the applicable Quotation shall automatically be adjusted in accordance with the following formula:
P1 = P0 × (S1 / S0)
where:
- P0 means the fees set out in the original Quotation;
- P1 means the adjusted fees;
- S0 means the value of the SYNTEC Index published in January of the year during which the Quotation was executed;
- S1 means the value of the same index published for the corresponding month of the renewal year.
Effency shall notify the Customer of the revised fees at least one (1) month before they become effective.
Where the Services are purchased through a third-party marketplace, the renewal price displayed on such marketplace at the renewal date shall apply.
4.2 Invoicing
Invoices shall be issued by Effency and delivered to the Customer by any appropriate means, including electronically.
Unless otherwise specified in the applicable Quotation, invoices shall be payable upon receipt by bank transfer or by any other payment method accepted by Effency.
4.3Late Payment
The User expressly acknowledges and agrees that any failure to pay any amount due by its due date shall automatically result, without prior notice and without prejudice to any other rights or remedies available to Effency, including those set out in Section 15, in:
- the immediate suspension of all or part of the Services until all outstanding amounts have been paid in full;
- where payment has been agreed by instalments, the immediate acceleration of all outstanding amounts, which shall become immediately due and payable; and
- the application of late payment interest at a rate equal to three (3) times the statutory legal interest rate applicable under French law, calculated on all outstanding amounts, together with a fixed recovery charge of EUR 40, without prejudice to Effency’s right to recover any additional costs actually incurred in excess of that amount.
5. Evidence
The User acknowledges and expressly agrees that:
- the data recorded on the Website and within Effency’s information systems shall constitute valid evidence of the transactions carried out under the Agreement;
- such data shall constitute the primary means of evidence between the parties, including, without limitation, for the calculation of any amounts due to Effency.
The Parties further agree that, in the event of any dispute, electronic documents exchanged between them, including emails, text messages and instant messages, shall be admissible as evidence before any competent court and shall have the same evidential value as paper documents, to the extent permitted by applicable law.
6. User’s Obligations
Without prejudice to its other obligations under the Agreement, the User undertakes to comply with the obligations set out below.
6.1Compliance with Laws
The User shall use the Services in compliance with all applicable laws and regulations and shall not infringe the rights of any third party or public policy.
The User shall be solely responsible for complying with all administrative, tax, employment, regulatory and data protection obligations applicable to its use of the Services.
The User shall also remain solely responsible for all content created, uploaded and/or distributed through the Authoring Tool, TeamGether and its Collaborative Workspace for the benefit of End Users.
Accordingly, Effency shall have no liability whatsoever in relation to such content.
6.2 Access to Learning Analytics
End Users within the Customer organisation who have access to the Authoring Tool may access the results of Learning Journey activity, including completion rates and quiz scores.
6.3 Personal Use
The User shall use the Services solely for its own purposes.
The User shall not assign, transfer, sublicense or otherwise dispose of any of its rights or obligations under the Agreement to any third party, in any manner whatsoever.
6.4 Cooperation
The User shall provide Effency with all information required for the proper performance of the Services.
More generally, the User undertakes to cooperate actively with Effency to ensure the proper performance of the Agreement.
6.5 Prohibited Uses
The User shall not:
- use the Website or the Services for any purpose other than those expressly described in Section 3.1;
- copy, reproduce, misappropriate or otherwise exploit the concepts, technologies, data or any other element forming part of the Services for its own benefit or for the benefit of any third party;
- sell, resell, sublicense, lease, commercialise or otherwise make available all or part of the Services, the Website or the information hosted therein;
- interfere with, disrupt, impair or attempt to compromise the operation, security or integrity of the Website, the Services or Effency’s information systems;
- use all or part of the Services, including any Learning Libraries, to build, enrich or train databases, machine learning models or artificial intelligence systems.
6.6 Nature of the Services
The User acknowledges that the Services are intended to complement, and not replace, its existing learning, awareness and communication resources for End Users.
The Services constitute an additional solution made available to the User and shall not replace any other means available to the User for achieving the same objectives.
7. User Liability and Indemnification
7.1 User Indemnification
The User shall indemnify Effency against any and all complaints, claims, actions and/or demands arising from any breach by the User of its obligations under the Agreement.
The User shall compensate Effency for any loss or damage suffered and reimburse all costs, expenses and liabilities incurred by Effency as a result of such breach.
7.2 Configuration of the Collaborative Workspace
Use of TeamGether and the Authoring Tool requires the Users’ Collaborative Workspaces, including, without limitation, Microsoft Teams, Slack or any other supported platform, to be specifically configured by the Customer, the relevant Learning Journey Creator or the relevant End User.
For this purpose, Effency provides a Technical Configuration Guide describing the configuration requirements applicable to each supported Collaborative Workspace.
The Customer, or where applicable the relevant End User, shall remain solely responsible for:
- the technical configuration;
- the security settings;
- compliance with the Technical Configuration Guide.
Accordingly, Effency shall not be liable for any malfunction of TeamGether and/or the Authoring Tool resulting from the User’s failure to comply with the instructions set out in the Technical Configuration Guide.
7.3 User Content
The User shall remain solely responsible for all Learning Journeys, content and materials created directly by the User or created by its partners through TeamGether and the Authoring Tool.
The Services are intended solely to facilitate the creation, management and distribution of such content and do not permit Effency to review, validate, monitor or control its substance.
Accordingly, Effency shall not be liable for any Learning Journeys or other content created by Users or Customers, stored within their digital libraries or distributed to End Users through the Services.
8. Effency Liability and Warranty
8.1 Standard of Performance
Effency shall perform the Services with reasonable skill, care and diligence and in accordance with generally accepted industry standards.
Users expressly acknowledge and agree that Effency is subject to a best efforts obligation (obligation de moyens) only and shall not be subject to any obligation to achieve a particular result.
8.2 Nature of the Learning Content
The Learning Journeys and Learning Libraries developed by Effency (or, where applicable, by its partners) are intended solely to support the objectives described in Section 3.1.
They constitute one element among others for assessing the achievement of the objectives described in Section 3.1.
8.3 Confidentiality of Data
Effency undertakes to preserve the confidentiality of all data collected in connection with the delivery of the Learning Journeys and Learning Libraries.
Such information shall be disclosed only to those persons expressly authorised under the Agreement and having the appropriate access rights within the Authoring Tool.
8.4 Availability of the Services
Effency shall use commercially reasonable efforts to ensure the availability and proper operation of the Website and the Services.
Effency may temporarily suspend access to all or part of the Services for maintenance, upgrades or operational reasons.
Effency shall not be liable for any temporary interruption, degradation or unavailability resulting from:
- Force Majeure;
- failures of telecommunications networks;
- failures of third-party services;
- or any event beyond Effency’s reasonable control.
8.5 No Performance Warranty
Users acknowledge that the Services are standard solutions and are not specifically designed to meet the individual requirements of any particular User.
Accordingly, Effency does not warrant that the Services will enable any User to achieve a particular level of knowledge or skills in a given subject area.
8.6 Limitation of Liability
To the fullest extent permitted by applicable law, Effency’s liability arising out of or in connection with the Agreement shall be limited to direct damages actually suffered by the User.
In no event shall Effency’s aggregate liability exceed the total amount of Fees actually received by Effency under the Agreement during the twelve (12) months immediately preceding the event giving rise to the relevant claim.
9. Intellectual Property Rights
9.1 Ownership of Effency Intellectual Property
All Learning Journeys, Learning Libraries, software, systems, databases, infrastructure, architecture, source code, object code, educational scenarios and all other components of the Services, including without limitation all text, images, graphics, logos, trademarks, visual elements, audio content and documentation (collectively, the “Effency Materials”), are protected by Intellectual Property Rights and remain the exclusive property of Effency and/or its licensors or partners.
Except as expressly permitted under the Agreement, the Customer shall not, directly or indirectly:
- reproduce;
- copy;
- adapt;
- translate;
- modify;
- reverse engineer;
- decompile;
- decrypt;
- extract;
- reuse;
- distribute;
- publicly display;
- or otherwise exploit,
all or any part of the Effency Materials without Effency’s prior written consent.
Any unauthorised use may result in civil and/or criminal proceedings.
9.2 User Content
The User shall retain exclusive ownership of all Intellectual Property Rights relating to the Learning Journeys and other content created by the User through TeamGether and the Authoring Tool.
The Customer represents and warrants that it holds all rights, licences and authorisations necessary for any content incorporated into its Learning Journeys, including without limitation:
- text;
- images;
- videos;
- trademarks;
- logos;
- graphics;
- and any other third-party material.
The Customer shall indemnify and hold harmless Effency against any claim brought by a third party alleging that such content infringes its Intellectual Property Rights or any other proprietary rights.
9.3 Learning Libraries
Effency shall remain the exclusive owner of all Intellectual Property Rights relating to the Learning Libraries created by Effency.
Where Learning Libraries are developed by partner Learning Journey Creators, ownership of the underlying content shall remain vested in the relevant partner, who authorises Effency to distribute such Learning Libraries under the terms agreed between them.
10. Data
10.1 Personal Data
Effency processes Personal Data in accordance with its Personal Data Protection Policy, which forms an integral part of the contractual documentation.
The User acknowledges having been expressly invited to review that policy prior to using the Services.
10.2 Customer Data
All content and data uploaded by the Customer through the Authoring Tool—including, without limitation:
- Learning Journeys;
- question banks;
- educational content;
- learning resources;
- and usage data relating to the Customer’s internal users—
shall remain the exclusive property of the Customer.
Effency shall acquire no ownership rights whatsoever over such content or data.
Such information shall be hosted and processed solely for the purpose of providing the Services.
Upon termination or expiry of the Agreement, for any reason whatsoever, the Customer may request, in writing, the return of its content and data in a commonly used and machine-readable format, provided that the Customer has fully complied with all of its obligations under the Agreement, including its payment obligations.
Thirty (30) days after such return, Effency shall permanently delete the Customer Data, except where retention is required by applicable law.
10.3 Statistical Use of Learning Data
The User acknowledges and agrees that Effency may use data generated through the Learning Journeys for statistical purposes, provided that such data has first been anonymised.
No Personal Data shall be used for such purposes.
11. Marketing Communications
Effency reserves the right to display promotional or advertising messages on the Website and in any communications addressed to Users, in such form and under such conditions as Effency may determine at its sole discretion.
12. Third-Party Websites and Services
Effency shall not be liable for the technical availability of any third-party websites, applications or services, including, without limitation, Microsoft Teams, Slack, Google Workspace or any other third-party platform accessed by the User through the Website or in connection with Services provided by Effency under a Quotation.
Such third-party services are governed exclusively by their own terms and conditions, and Effency accepts no responsibility for their content, products, services or advertising.
Effency shall not be liable for any transaction, agreement or dispute arising between the User and any third party, including any provider of Collaborative Workspaces, products or services, whether relating to delivery, warranties, representations or any other contractual obligations.
13. Customer References
Unless otherwise agreed in writing, the Customer authorises Effency to identify the Customer as a commercial reference and to reproduce the Customer’s name, trade name, trademark and logo in Effency’s commercial documentation, presentations, marketing materials, website and at professional events, solely for the purpose of promoting Effency’s Services.
14. Term
The Agreement shall enter into force on the date the Terms are accepted in accordance with Section 2 and shall remain in effect for the initial subscription period specified in the applicable Quotation (the “Initial Term”), and in any event for the period necessary to perform the relevant Services.
Upon expiry of the Initial Term, the Agreement shall automatically renew for successive renewal periods of the same duration (each a “Renewal Term”), unless either Party gives written notice of non-renewal to the other Party by registered letter with acknowledgement of receipt, or by any other means providing reliable evidence of receipt, at least three (3) months before the expiry of the then-current Initial Term or Renewal Term.
The Agreement may not be terminated for convenience before the expiry of the applicable Initial Term or Renewal Term.
Accordingly, where the Customer terminates the Agreement before the end of the applicable contractual period, all Fees remaining due for that period shall immediately become payable, without prejudice to any other rights or remedies available to Effency.
15. Termination for Breach
Either Party may terminate the Agreement as of right in the event of a material breach by the other Party of any of its contractual obligations, provided that:
- the non-defaulting Party has given written notice specifying the relevant breach;
- such notice expressly states the intention to rely on this termination provision; and
- the defaulting Party has failed to remedy the breach within fifteen (15) days following receipt of such notice.
Termination shall be without prejudice to the non-defaulting Party’s right to claim damages or pursue any other remedy available under applicable law.
16.Governing Law and Jurisdiction
The Agreement and these General Terms and Conditions shall be governed by and construed in accordance with the laws of France.
Any dispute concerning the validity, interpretation, performance or enforcement of the Agreement shall be submitted to the exclusive jurisdiction of the courts within the jurisdiction of the Paris Court of Appeal, unless mandatory rules of procedure provide otherwise.