Terms and conditions for digital services

1. GENERAL

A. Application

These “Terms and conditions – RelyOn Nutec’s Digital Services” covers Digital Services such as further outlined below (“Terms and Conditions”) apply for any purchase, use and agreement regarding software as a service solutions or applications such as Rider (Employee Performance Management) Application, the WorkSafe (eControl of Work) application, the Know-How (Learning Management System) application, the Business Portal and the Safety Observations application, the (the “RN Applications”) pertaining to the Training Management Solutions (“TMS”) and Competence Management Solutions (“CMS”), (hereinafter jointly referred to as the “Digital Services” or “Services”) provided by RelyOn Nutec Holding A/S, Kalvebod Brygge 45, 3. Floor, 1560 Copenhagen V, Denmark, Company registration number 19 95 13 83 (“RN”) unless RN or any of its affiliates, meaning any entity that directly or indirectly controls, is controlled by or is under common control with RN (“RN Group Company”), has explicitly accepted in writing that this Agreement shall, in whole or part, be waived or replaced by different regulations.

These Terms and Conditions supersede any previously issued terms and conditions and no terms and conditions endorsed on, delivered with, or contained in any of existing RN’s Digital Services clients’ purchase conditions, confirmation of order or otherwise shall form part of the contract between RN and the client.

By accepting this Agreement, the client (the “Client”) agrees to be bound by the terms of this Agreement.

In addition to the Digital Services, RN provides on-site courses and services (“Training Courses”) and e-learning courses on RN’s or RN Group Company’s websites (“E-learning Courses”) (Training Courses and E-learning Courses hereinafter jointly referred to as “Courses”). For any courses held by RN, the attached Appendix 1 “Terms and conditions - RelyOn Nutec’s courses and services” apply and be an intrinsic part of these Terms and Conditions.

B. Background, order and scope of service

RN provides to the Client the Services in accordance with any agreed framework agreement, written proposal issued by RN and accepted by the Client or any written order of the Client which is accepted by RN in writing. These Terms and Conditions will govern the Agreement to the exclusion of any other terms and conditions. The Terms and Conditions will together with the framework agreement, proposal or order constitute the agreement between the parties (the “Agreement”).

The Client will be responsible to RN for assuring the accuracy of the terms of any order (including an applicable scope of services) submitted by the Client and for giving any necessary information related to the Services within a sufficient timeframe to enable RN to perform the Services.

C. Commencement Date, term and termination

a. Commencement date and term
RN will begin to provide the Services on the date of the Agreement or another date as agreed (“Commencement Date”).

Each agreement period has a duration of thirty-six (36) months from the Commencement Date. The Agreement will be automatically renewed in increments of twelve (12) months if the Agreement is not terminated as per below.

b. Termination
The Client may terminate this Agreement by means of formal notification with a notice period of three (3) months to the end of agreement period.

RN may terminate this Agreement by means of formal notice to the Client with a termination period of thirty (30) calendar days, meaning any day in a month, including weekends and holidays (“Calendar Days”), prior to the commencement of a new month.

In the event that the Client enters into any voluntary arrangement with its creditors, becomes subject to any administration order, becomes bankrupt (being an individual or company), goes into liquidation (being a company) or a receiver is appointed, for any of the property or assets of the Client; then, without prejudice to any other right or remedy available to RN, RN will be entitled to cancel the Agreement or suspend any further performance of the Services under the Agreement without any liability to the Client. If at the time of such cancellation or suspension, the Services have been supplied but not paid for, the price will become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

D. Data Protection

The Client agrees that RN as an individual data controller is permitted to process personal information about the Client and the Service users, as part of its records and RN may process such information as part of RN’s business to provide the Digital Services as per the Agreement. The Client agrees that RN may disclose such information to third parties only if and to the extent that such disclosure is, in RN view, required for the proper conduct of RN business, such as disclosure to a certification body (e.g. OPITO), to ensure proper registration of the training certificate. Further details and information on how RN process personal data is outlined in the RN Privacy Policy, which can be found here: link.

If RN as part of the Services will be processing personal data on behalf of the Client, the Data Processing Agreement (attached as appendix D) shall apply.

The Client shall ensure that all information provided to RN is provided in compliance with applicable law, such as applicable data protection legislation, and that information regarding the relevant RN Privacy Notice is relayed, as appropriate.

E. Fees and charges, terms of payment

The Client shall pay to RN the Price for the Services in the amount and manner as specified in the framework agreement. RN shall submit invoices and the Client shall make payment of each invoice by the due date stated in that invoice or within fifteen (15) days of the date of the invoice, whichever is later. The Client will settle any invoice issued by RN within the payment terms stated on the invoice. For the avoidance of doubt RN and RN Group are allowed and permitted to use factoring (commercial and trade finance) companies, in order to sell invoices on a non-recourse basis.

RN reserves the right, by giving notice to the Client at any time, to increase the price of the Services to reflect any change of specification requested by the Client or any delay caused by any instructions of the Client or failure of the Client to provide RN with adequate information or instructions. The implementation fee is fixed, and RN shall invoice 50% of the fee upon Commencement Date, and 50% when the implementation is completed. Travel and accommodation are excluded.

The license and subscription fee is invoiced on a yearly basis and shall be invoiced for the full period upon Commencement Date. The license fee is based on the number of employees, which will be set every year based on the last 12 months average. If the number of users is going to increase significantly during the contract period, the parties can agree to adjust the number of employees on a quarterly basis. Where this is applicable, RN will invoice the Client quarterly for the increase.

For service and maintenance is invoiced on a yearly basis and shall be invoiced for the full period upon Commencement Date.

The Price, the Service and Maintenance Charges and all other payments invoiced to the Client under this Agreement, are net of tax. The Client shall, in addition, pay to RN the amount of any tax, duty or assessment, including any applicable VAT, which RN is obliged to pay and/or collect from the Client in respect of any supply under the Agreement (other than tax on RN’s income).

If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to RN, RN will be entitled to withdraw from or suspend any further performance of the Services. If the Client fails to make any payment due to RN under this Agreement by the due date for payment, then, without limiting RN’s remedies under clause 2.H.b., the Client shall pay interest on the overdue amount at the rate of i) 5% per annum; or ii) 4% per annum above Bank of England base rate, whichever is higher. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

All invoices issued by RN under or in connection with this Agreement shall be accompanied by a sufficiently detailed breakdown of the matters being invoiced.

Reasonable out-of-pocket expenses may be charged by RN on production of reasonable evidence of expenditure to the Client.

F. Intellectual property rights

All copyrights, software, patents, trademarks, design rights and any other intellectual property rights (whether registered or unregistered) used, created or embodied in or arising out of or in connection with the delivery of the Services shall remain the sole property of RN and the Client shall not during, or at any time after, the delivery and use of the Services assert ownership of or dispute RN ownership of such rights and shall assign to RN any such rights coming into its possession.

All materials and information (in whatever form) provided by RN to the Client in connection with the Digital Services may not be copied, distributed or made available to any third parties. The Client shall not use such material and information for any reason which is not connected to the Digital Services provided by RN to the Client.

Any and all materials relating to the Digital Services (in whatever format) provided to the Client shall be returned to RN upon termination of this Agreement or upon request by RN. The Client shall not copy or otherwise reproduce any materials provided by RN without RN prior written consent.

The Client shall provide all necessary cooperation to RN and shall make timely known all useful and necessary data and/or other information required for an adequate execution of the Agreement. The Client shall ensure the accuracy of this data and/or other information.

G. Confidentiality

The Client and RN must ensure that all information received from the other party that the receiving party knows or should reasonably know is confidential, is treated as confidential information.

Information obtained from RN or an RN Group Company which is not publicly available is considered confidential information. The information may not be disclosed, transferred or in any other way be shared with third parties unless RN or an RN Group has provided written consent.

The Client acknowledges that data and software originating from RN is always confidential in nature and that this software contains trade secrets of RN and/or constitutes intellectual property rights of RN.

The party that receives the confidential information may only use it for the purpose for which it was provided. Information shall in any case be deemed to be confidential if it has been qualified as such by one of the parties.

H. Warranties and liabilities

RN warrants that the Digital Services will be performed with a high degree of skill, diligence and care exercised by a skilled, competent, adequately resourced and professional supplier and in accordance with the requirements of the Agreement.

RN will be under no liability in respect of any deficiency in the Services arising from any specification supplied by the Client.

RN makes no representation or warranty that advice given by its employees or agents is accurate, conforms to the contract or is free from defects, latent or patent; nor does RN warrant that the use of any information provided in connection with the Services will provide any desired objective.

The Parties’ aggregate liability arising out of or in connection with this Agreement shall be limited to an amount equal to the turnover between the Parties in the 12 months prior to the breach of contract.

In no event shall either Party be liable for loss of profit, loss of use, loss of production, loss of information and/or data or any other indirect and consequential damages arising out of or in connection with the Agreement.

I. Code of Conduct

RN seeks to ensure that RN’s business relationships demonstrate responsible business conduct in relation to managing adverse impacts on principles for sustainable development. Therefore, the Client must at all times ensure compliance with RN’s Business Relationship Code of Conduct and Policy on Corporate Social Responsibilities, which can be found here: RelyOn Nutec Code of Conduct for Business Partners (“Code of Conduct”).

The Client must maintain appropriate records to demonstrate compliance with the Code of Conduct and the Client must provide such records to RN at RN’s request. 

The Code of Conduct shall be deemed an intrinsic part of these Terms and Conditions and any breach of the Code of Conduct is considered a breach of the Terms and Conditions, which may result in termination of RN’s business relationship with the Client.

J. Force majeure

Neither party shall be in breach of the Agreement nor liable for any failure or delay in performance of its obligations (other than the obligation to make payments of money) arising or attributable to acts, events, omissions or accidents beyond its reasonable control including, but not limited to, acts of God, fire, explosion, embargo, terrorism, civil disturbance, epidemics, pandemics, lightning damage, electromagnetic interference,  strikes and industrial dispute.

K. Survival and severance

If any provision of these Terms and Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

If a provision of these Terms and Conditions (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

Those provisions in these Terms and Conditions, which by their nature need to survive the termination or expiration of this Agreement, survive termination, suspension, cancellation or expiration of the Agreement, including but not limited to, obligations concerning intellectual property rights and confidentiality.

L. Choice of law and venue

Any disputes, claims or disagreements between RN and a Client with regard to these Terms and Conditions and or Digital Services regulated by these Terms and Conditions shall be governed by and construed in accordance with the laws in the jurisdiction of the RN entity delivering the Digital Services and shall be settled by the ordinary courts of the respective jurisdiction of the RN entity providing the Digital Services. In the event of conflict between the Terms and Conditions and non-mandatory statutory provisions, the Terms and Conditions take precedence.

M. Miscellaneous

The Client may not assign any right or obligation under these Terms and Conditions.

No waiver by a party of any breach or non-fulfilment by another party of any provision of the Agreement shall be deemed to be a waiver by that party in respect of any other (future) breach or non-fulfilment by the other party whether of a like or a different nature and no delay or omission by a party in exercising any right or remedy under this Agreement or any applicable law shall affect that right or remedy or constitute a waiver thereof.

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties, other than the rights and obligations expressly set out in this Agreement. Neither party shall make or hold itself out as having authority to make any commitments on behalf of the other party.

These Terms and Conditions can be amended only in writing and if signed by all parties. Any request by a party for an amendment shall be negotiated in good faith.

The headlines in these Terms and Conditions are for convenience only and will not affect the interpretation.

If a Client experiences any issues, then these issues must be reported to RN as soon as possible to allow RN to take action. RN cannot be held liable for issues, which have not been reported in a timely manner.

RN support can be reached at: support@digital.relyonnutec.com.

2. SOFTWARE APPLICATIONS

RN offers a number of software applications which are all governed by these Terms and Conditions, the “RN Applications. Details of the scope of Services and Applications will be stated in the framework agreement, order or proposal.

RN shall deliver the customised Application or product (“Customised Application” or “Customised Product”), Documentation and the Services to the Clients in accordance with this Agreement. The Client shall pay the price in accordance with the Agreement. 

Customised Application means any RN application developed or adjusted by RN specifically for the Client as further described in the Agreement.

A. Services

RN shall develop the Customised Application and make the modifications to the Customised Application in accordance with the requirements of the Specification.

RN shall use best endeavours (i) to carry out, in conjunction with the Client, the Acceptance Tests (as defined below); and (ii) to deliver the Customised Applications by the Delivery Date (as defined below), in accordance with the terms and conditions set out in this Agreement.

B. License

The Client is granted the non-exclusive right to use the RN Applications.

User rights are limited exclusively to own use of the RN Applications for the agreed upon scope and object code.

Rights to the source code are not provided unless explicitly agreed upon otherwise in writing.

It is prohibited for the Client directly or indirectly (through a third party) to copy, duplicate or alter the RN Applications in any way, without the prior written approval from RN.

User rights on the RN Applications cannot be transferred to any third party (third parties also include holding-, sister- and/ or subsidiary companies).

The Client does not have the right to make the RN Applications available, under any title or in any way whatsoever, to any third party (third parties also include holding-, sister- and/or subsidiary companies of the Client).

The Client is not permitted to reverse engineer or decompile the RN Applications unless such is explicitly permitted by law.

The user rights shall come into effect after the Client has made the required payments and fulfilled its other obligations.

The extent of the user rights pertaining to RN Applications provided by RN, the resulting provisions and related activities, which originate from third parties (“Third Party Products and Services”) is determined by the terms set out in clause 2C.

C. Third Party Products and Services

RN has the right to deliver Third Party Products and Services or make use of Third Party Products and Services in fulfilling its obligations flowing forth from the Agreement. RN is not responsible for Third Party Products and Services unless agreed upon otherwise in writing.

No maintenance, support or other services will be carried out by RN on Third Party Products and Services, unless agreed upon otherwise in writing. 

D. Maintenance

If agreed, RN shall perform maintenance work with respect to the software specified in the contract.

E. Advice

All Services provided by RN that can be considered advice or which can be described as advice, such as but not limited to support, will only be given to the best of RN’s knowledge and capability.

RN is not responsible and/or liable if the activities that flow forth from advice result in the Client’s failure to carry out a project within allocated budgets, time schedules and other agreed upon conditions.

RN will provide advice on the basis of the conditions required by RN and information received from the Client as mentioned in clause 1H. If it appears that not all relevant information has been received and/or other problems and/or insights may arise, such as but not limited to incompatibility problems (products are unable to interoperate with each other), the given advice may be adjusted to the new circumstances.

F. Additional Work

If in the opinion of RN, a change requested by the Client is in fact a request for additional work, RN will notify the Client thereof prior to performing additional work. Upon the Client’s request, the notification will be followed by a specification of the price and additional conditions. The Client will decide as soon as possible whether to carry out the additional work.

G. Backup

Where the Application is delivered as a Service (hosted by RN) RN will, to the best of its abilities, make regular copies (“Back-ups”) of the digital data within the Application (“Process Data”). When the Application is installed on the client’s infrastructure, the Client becomes fully responsible for the backup and restore process.

RN will not be liable for loss of Process Data and/or errors in the Back-ups. The Client is solely responsible for regularly (functional) testing of the Back-ups and for ascertaining whether the Back-ups are sufficient to restore proper functioning of the Application after a calamity.

H. Delivery Date and Delays

a. (Delivery) Dates
RN shall supply to the Client, within a reasonable time before any Delivery Date, such information and assistance as may be necessary to enable the Client to prepare for the installation or go-live of the Application; however, RN shall in no circumstances be liable for any deficiency in such preparation.

“Delivery Date” is to be understood as the estimated delivery date in the Implementation Plan on which RN will deliver the Application (for on-site installation) or the go-live of the Service provision.

Delivery Dates shall therefore not be considered to be absolute (delivery) dates within which must be delivered, but a time period within which RN shall strive with best efforts to deliver the agreed upon items. If it is not possible to keep to the (delivery) date, then RN and the Client will consult with each other to agree on a substitute (delivery) date.

All  Delivery Dates which may be named by and may be applicable to RN are determined to the best of RN’s knowledge on the basis of information made known to RN and will be taken into consideration as much as possible.

If the Delivery Date is delayed at the request of the Client, or because of his acts or omissions, the Implementation Plan shall be amended to take account of such delay in accordance with 2.J. If RN can demonstrate that the delay has resulted in an increase in cost to RN of carrying out its obligations under this Agreement, RN may, at its sole discretion, notify the Client that it wishes to increase the price by an amount not exceeding any such demonstrable cost. RN may invoice the Client for any additional monies that become payable in this way, within thirty (30) days of demonstrating the increase in costs.

In the event that a key date within the Implementation Plan is delayed for a period exceeding ten (10) days and this delay is caused by Client’s failure to provide material information which has been requested by RN, RN shall be entitled to suspend the Services. All costs incurred by RN in the resumption of Services shall be for the account of the Client.

Exceeding a given Delivery Date which may be applicable, never constitutes an attributable shortcoming by RN. RN does not accept liability under any circumstances in cases where the Delivery Date may be exceeded.

b.Reservations
The Client’s rights, such as but not limited to the transfer of Products, in particular hardware, are provided under the suspended condition that the Client pays the agreed compensation in full and in time. In case of failure to pay, the Client must return the Services to RN at the Client’s expense within one week of receiving the instruction from RN to do so. All other remedies in law remain applicable..

c. Risk
From the moment of delivery, the Client will bear the risk of the Services delivered even if possible ownership and user rights have not yet been transferred. The Client will therefore be held accountable for full payment of the Services delivered regardless of the destruction of or the decline in value of the Services delivered due to circumstances for which RN cannot be held accountable.

The aforementioned will also be applicable from the moment in which the Client does not make it possible for RN to make a delivery.

d. Delivery
RN shall deliver the Services to the Client in accordance with the specifications established in writing by RN.

Delivery of the Services takes place when they are made available to the Client at the Client’s premises or at a data centre used by RN. The delivery of services by or through RN takes place at the place and time that the services are performed.

e. Errors
Error(s) means the failure to fulfil the functional specifications set out in writing by RN. An error only exists where such can be demonstrated and reproduced.

The Client is required to immediately report possible errors to RN. Every right to repair errors lapses if the Services provided by RN are altered in any way or form.

RN is entitled to install temporary solutions, emergency solutions, detours and/or other problem-avoiding measures in the Services.

I. Acceptance Test and Acceptance

Prior to the Delivery Date, the Parties will mutually agree on a User Acceptance Test (“UAT”) as outlined in Appendix B to these Terms and Conditions.

J. Implementation plan

Both Parties shall perform their obligations under this Agreement in accordance with the Implementation Plan.

RN shall be given an extension of the timetable of any one or more of the stages in the Implementation Plan if one or more of the following events occurs:

• a variation to the Products is made at the Client’s request;
• a force majeure event occurs as per clause 1.J;
• a delay is caused in whole or in part by an action or omission of the Client or its employees, agents or third-party contractors.

If RN is entitled to an extension of time, it shall give written notice to the Client not later than seven days after the beginning of the event. Such notice shall specify the event relied on and, in the case of a force majeure event under clause 2J, shall estimate the probable extent of the delay.

The Client Representative and the Project Manager shall use best endeavours to agree in writing, signed by both Parties, what extension of time is reasonable in the circumstances. The Implementation Plan shall be deemed amended accordingly.

K. Changes to Customized Products

The Client may, by giving written notice to RN at any time during the term of this Agreement, request a change to the Products.

Within seven (7) days of receipt of such notice, RN shall, at its rates then in force, prepare for the Client a written estimate of any increase or decrease in the Price, and of any effect that the requested change would have on the Implementation Plan.

Within fourteen (14) days of receipt of the written estimate, the Client shall inform RN in writing of whether or not the Client wishes the requested change to be made. If the change is required, RN shall not make the requested change until the Parties have agreed and signed a written agreement (‘Change Agreement’) specifying, in particular, any changes to the Implementation Plan and Price.

L. Support Services / SLA

RN shall provide full support and maintenance, to correct latent defects, bugs or errors that have an adverse effect on the use or operation of the Service and shall provide support services in accordance with the agreed service levels in Appendix A to these Terms and Conditions. 

M. Installation and Application specific terms (general)

Installation of applications will only take place from a location approved by RN and on the equipment approved by RN.

The Client is required to have equipment and software directly or indirectly available which comply with the standards and/or requirements set by RN of which the Client has been notified directly or indirectly. The Client is required to maintain compliance with the conditions set out in this clause. If equipment and/or software do not comply with this clause, the obligations of RN to provide access to the applications and the use of such may be postponed by RN. The Client will enable RN to verify if the standards and/or requirements are met.

If the Client, after the verification as set out above, still fails to meet the standards and/or requirements, RN will have the right to terminate or dissolve the agreement wholly or partially without prior notification and/or judicial intervention.

The Client is required to follow instructions given by RN regarding the applications.

RN is entitled to view log files and the like for purposes of analyzing the use of the applications. The results of such an analysis will not be made available to third parties (third parties do not include RN Group Companies). This does not apply to figures and data with regard to the use of the applications, which are not directly traceable to the Client’s use.

In the event the Client signals a malfunction, the Client must immediately report such to RN. This report must be sent via email to support@digital.relyonnutec.com. After the Client has notified RN of the malfunction, RN will take the necessary steps, which will or could lead to a solution.

The costs for resolving a malfunction are for the account of the Client if it appears that the malfunction is the result of the Client’s act or failure to act in accordance with the agreement.

If RN is of the opinion that possible danger occurs for the functioning of the computer systems or the network of RN or third parties and/or for the services through the network, in particular caused by excessive sending of email or other data, badly secured systems or activity of viruses, Trojans or similar software, RN is entitled to take all measures reasonably necessary to prevent this danger. The costs of these measures, including costs for informing the Client of the dangers, are for the account of the Client.

RN will inform the Client prior to the commencement of intended maintenance with regard to SaaS, if maintenance will lead to problems with regard to gaining access to SaaS or the non-availability of SaaS. In this case, maintenance will, as much as possible, take place outside Business Days. Other maintenance will take place during Business Days.

a. RN’s responsibilities in terms of the SaaS-service
RN shall ensure the provision of SaaS. RN will, to the best of its ability and as far as can be influenced by RN, strive for an availability percentage of 98 percent.

The percentage is measured over a calendar year. Any scheduled downtime for maintenance is not included.

RN does not guarantee, amongst others, that the Internet and/or other networks will offer optimal access.

RN does not have any obligations with regard to availability, reliability and/or other performance requirements with regard to the Internet and/or other networks and the resulting provisions.

RN will strive to provide all useful and necessary measures to ensure adequate operability and continuity of SaaS. RN uses protection programmes and methods that are recent and prevalent in the market.

RN will strive, in light of the most current technology available, to provide adequate physical and logical security measures against unauthorized access by third parties to computer systems or computer programs used by RN and/or stored Process Data, in light of the provisions provided for under the agreement.

b. Browser
The Client can access the Services through an internet browser. The browsers for which the Services are optimized at the moment of entering into the agreement, will be made known by RN.

RN is not obligated to maintain optimal access to SaaS through the browsers. RN is entitled, without any form of (damage) compensation being required, to make changes in SaaS which may influence the browser used by the Client and/or advised by RN.

In the event that the situation described above takes place, RN will use all reasonable endeavours to enable the Client to transition to a different browser. The costs incurred by the Client in doing so are for the account of the Client.

c. use of identification codes
RN will make usernames, passwords, address codes and/or other identification codes (“Identification Codes”) solely available to the Client for the use of the Products. The Client will use these Identification Codes with care. The Client will notify RN in the event of loss, theft and/or other forms of unauthorised use, in order to enable parties to take the proper actions.

The Client carries all responsibility, liability and costs related to the use of Identification Codes used and/or distributed by the Client. In no event will RN be liable for the misuse and/or unauthorized use of Identification Codes.

It is prohibited for the Client to let multiple persons use the same Identification Codes without prior written permission from RN. RN may attach conditions to this permission.

If there is a reasonable suspicion of misuse or unauthorized use of Identification Codes, RN can provide the Client with instructions, which must be carried out.

If it is determined that misuse has been made of Identification Codes or if the Client ignores instructions given, the Client will be in default immediately.

d. Changes in the SaaS-service
RN is entitled, following a written notification taking into account a reasonable notification period and without any compensation to the Client, to make adjustments to and/or changes in SaaS offered such as but not limited to:

(i) entrance procedures, such as:

• procedures regarding operational rules, and
• security procedures

(ii)changes in a third-party provider/supplier, location, hardware, software and other facilities necessary for the provision of SaaS.

If any changes made have a significant negative impact on the Client’s business or the functionality of SaaS, the Client may, after providing relevant proof of the deterioration in writing, request in writing that RN provide an alternative. If RN then fails to provide an alternative, the Client will have the right to terminate the use of SaaS, without any damage compensation required by RN and/or third party or restitution of amounts paid.

e. Data traffic to and from the Client
RN does not have any influence on or any insight into the data traffic from and/or to the Client. RN is merely a passive channel. RN does not give any warranties with regard to content of data such as but not limited to reliability and completeness.

The Client is responsible for the content of data traffic originating from the Client. The Client indemnifies and will keep RN free from any damage compensation regarding any claim, accusation or court procedure from a third party with regard to the (content of) the data traffic or the information originating from the Client.

f. Contrary to the terms of clause 
Process Data will remain the intellectual property of the Client. The Client grants RN, without charge, a perpetual user and revision right of the Process Data for the purpose of delivering and improving the Services.

Process Data will be stored as per the terms of the Data Processing Agreement.

RN will offer the Client the option to download Process Data in the available file formats. RN does not warrant that the available Process Data and/or other data during the agreement and/or after the agreement can be transferred to another application.

All costs connected to the transfer of Process Data and/or other data at the request of the Client to another application will be fully for the account of the Client.

g. Requirements the Client SaaS-service
If through use of SaaS, personal data and/or other information/data are transported or commercial activities and/or other activities are undertaken, the Client will indemnify RN from all liability, costs or damage as a result of claims from a third party in the event personal data and/or other information/data are transported or commercial activities and/or other activities are undertaken in violation of the relevant (privacy) laws and/or guidelines.

The Client will immediately inform RN in writing regarding changes that are relevant for the proper execution of SaaS.

N. Installed Application specific terms

RN will install the Services or have them installed if agreed upon in writing.

Prior to installation, the Client will see to it, at its own expense, that all conditions required by RN have been met in order to ensure a successful installation.

The Client will ensure and is entirely responsible for fulfilling the necessary Third Party General Conditions as set out in order to let installation take place legally.

If installation has not been performed within the agreed upon time schedule due to the Client’s fault, the Client will make payments as if installation has been performed, undiminished the obligations of RN to proceed with installation at a later time period. 

3. COMPLAINTS

All complaints in respect of a Course should be made in writing and sent to RN within 30 Calendar Days from the date of the last day of the Course in question.

 

APPENDIX A

Service Level agreement

RN shall provide full support and maintenance, to correct latent defects, bugs or errors that have an adverse effect on the use or operation of the Service and shall provide support services in accordance with the following agreed service levels:

1. RN will only provide support on the most current version of the Application. RN is entitled at its sole discretion to provide support on older versions, releases, etc. of the Application.
2. The support services shall be performed in a timely and professional manner by technicians familiar with the Application and its operations.
3. RN shall provide (by remote means) telephone and/or e-mail assistance with respect to the Application including (i) clarification of functions and features of the Application; (ii) error verification, analysis and correction to the extent possible by telephone and e-mail. RN shall provide these services Monday to Friday from 9.00 until 17.00 GMT/BST, which do not include public holidays and weekends (“Business Days”), and under normal working conditions. Services that are performed outside of Business Days are considered as overtime. RN may charge additional fees for overtime, to be agreed upon prior to performing the services.
4. Where problems cannot be resolved without modification to the Application, or within a suitable timeframe, RN shall issue an avoidance procedure to be followed. “Avoidance Procedure” shall mean an instruction that provides a technical measure to operationally avoid an identified problem with the Application. At its discretion, RN shall then, at a later date, provide a suitable alternative remedy or if this is not practical, advise the Client that the Avoidance Procedure will remain in place.

RN shall provide Support and Maintenance Services in accordance with the following service levels unless agreed otherwise between the Client and RN:

 

Priority	Response Time	Resolution Time
Priority 1	One (1) hour	Four (4) hours
Priority 2	Four (4) hours	Twenty-four (24) hours
Priority 3	Four (4) hours	Seventy-two (72) hours

 

Priority ranking shall be identified as follows:

Priority	Description
Priority 1	Application or Application Portal becomes unavailable Data corruption Log-in problems (e.g. username / password)*
Priority 2	Application defect, preventing the correct operation and use of the system
Priority 3	Minor Application defects (not preventing the use of the system)

* Unless such problems occur as a result of a user forgetting their user ID or password and being unable to communicate by e-mail with the RN support team via an approved e-mail address to provide a resolution within the stipulated resolution time.

APPENDIX B

Testing and Acceptance of the Deliverables

1. Prior to the Delivery Date, the Parties will mutually agree a User Acceptance Test (“UAT”) under which the Application shall be tested for acceptance prior to the Implementation Date. The timescales for completing the ATP shall be mutually agreed in the Project Plan.
2. Acceptance of any of the Deliverables or any associated documentation shall be by means of the Client signing off the RN Final Product Approval Form(s). If the Client wish to reject a Deliverable because it has failed the relevant UAT or for some other justifiable reason, they must notify RN in writing within fourteen (14) days of the submission to the Client of such Deliverable for approval by the Client confirming to RN the reason(s) for the rejection. If the Client fail to give notice in writing to RN rejecting a Deliverable or any other associated documentation timeously, the Client shall be deemed to have accepted the Deliverable and any associated documentation on the fifteenth (15th) day from the date of delivery of such Deliverable and any associated documentation to the Client.
3. The Services shall be deemed to have been accepted when all the Deliverables have been approved and accepted by the Client.
4. If any Deliverable fails the relevant UAT and is rejected by the Client for that reason or is rejected by the Client for any other justifiable reason of the Client, then the Client shall inform RN in writing within fourteen (14) days of submission of such Deliverable to the Client for approval and RN shall forthwith implement such alterations or modifications to the Deliverable as it or the Client shall in the circumstances reasonably judge necessary and in sufficient time (which shall be no longer than the 14^th day after the date RN received notification in writing from the Client confirming the Deliverable failed the relevant UAT)
5. If any Deliverable fails the First UAT, then the Client may, at its option, require RN by written notice to forthwith implement such further alterations or modifications as to the Deliverable free of charge as RN or the Client shall reasonably judge necessary to enable the Application to pass the second UAT. The Second UAT shall be carried out by the Client in the presence of the RN Representative. If RN shall not have completed such alterations or modifications to the Deliverable by the 14^th day after the First UAT or if the Deliverable shall fail the Second UAT then the Client shall be entitled to either accept the Deliverable or reject the Deliverable and, without prejudice to any other rights or remedies to which the Client may be entitled to hereunder or at law and without penalty to the Client, terminate this Agreement.
6. RN shall provide the Client with all such assistance and advice as the Client shall from time to time reasonably require in the process of testing the Deliverable pursuant to this clause 7.