These Software as a Service ("SaaS") Terms apply to SaaS Services and Consulting Services as described in an Order Form purchased from AltoChange Consulting or through a AltoChange Consulting Partner and comprise the following (this "Agreement"):
• Section A: Order Form
• Section B: General Terms and Conditions
• Section C: Terms for All SaaS Services*
• Section D: Service Specific Terms for Consulting Services*
• Section E: Service Specific Definitions and Terms for Certain SaaS Services* *Apply only to the indicated Services and Consulting Services and shall prevail over any conflicting terms in other sections.
SECTION A: ORDER FORM A separate document specifying the Services or Consulting Services ordered and other order-specific terms that take precedence over any conflicting terms in Sections B through E. For Customers purchasing through a AltoChange Consulting Partner, Section A may be replaced by that Partner's order form or a purchase order.
SECTION B: GENERAL TERMS AND CONDITIONS
B1. Use of Services.
a. Acceptable Use Policy. Customer is responsible for use of the Services by those to whom Customer provides access. AltoChange Consulting reserves the right, at any time, to deactivate or suspend Customer's or any Authorized User’s access if use of the Services is found or reasonably suspected, in AltoChange Consulting's judgment, to violate the use restrictions set forth below.
b. Use Restrictions. Customer agrees not to
i. sell, lease, sublicense, assign or otherwise transfer its rights to access and use the Services,
ii. copy, modify, publish, sell, export, distribute, transfer or perform, or prepare derivative works of, reverse engineer, decompile or otherwise attempt to extract the source code or source data from the Services except and only to the extent permitted or required by law,
iii. disclose, display or grant access to any part of the Services to any person or entity who is not an Authorized User, including, without limitation, any consultant or customer of Customer,
iv. collect any information from the Services through the use of "web bots", "scraping", "crawling", "spidering", or any other method not explicitly approved in writing by AltoChange Consulting,
v. provide, post, or transmit any data that infringes or violates any Intellectual Property Rights or publicity/privacy rights, or that contains any viruses or programming routines that may damage, interrupt or appropriate the Subscription or Services,
vi. use or make the Services available on a service bureau or time sharing basis,
vii. use the Services or Documentation to create any service offering, computer software program, training materials or user documentation that is substantially similar to the Services or Documentation,
viii. use or facilitate use of the Services in any way that is harassing, harmful, obscene, threatening, libelous, or otherwise tortious, or for illegal, abusive or unethical activities (including violations of law or privacy, hacking or computer viruses),
ix. use the Services in any application or situation where failure of the Services could lead to death or serious bodily injury of any person, or to severe physical or environmental damage,
x. attempt to disable or circumvent any security mechanisms used by the Services or otherwise attempt to gain unauthorized access to any portion or feature of the Services,
xi. use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Services or any transaction being conducted on the Services,
xii. forge headers or otherwise manipulate identifiers in order to disguise Customer’s or any Authorized User’s identity, or the origin of any message or other communication that Customer or any Authorized User sends to AltoChange Consulting in connection with the Services,
xiii. access or use the Services for purposes of monitoring the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes.
xiv. permit any Authorized User or other third party to do any of the foregoing.
c. AltoChange Consulting Use of Services. AltoChange Consulting may access and use the Subscriptions at Customer's request or to provide support. AltoChange Consulting users do not count towards Customer's number of Authorized Users.
B2. Term; Termination; Add-Ons and Expansions.
a. Term of Agreement. This Agreement is effective as of the Effective Date and will expire at the end of all Subscription Periods specified in an Order Form and upon completion of all Consulting Services, unless otherwise terminated as set forth below.
b. Termination. Either party may terminate this Agreement as a result of a material breach by the other party, if (i) the non-breaching party provides written notice to the other party of the breach, and (ii) such breach is not cured within fifteen (15) days of receipt of notice. However, AltoChange Consulting may terminate this Agreement immediately upon written notification to Customer in the case of breach of the Use of Services Section. Upon termination by AltoChange Consulting for material breach by Customer, all unpaid fees are immediately due and payable. Upon termination by Customer for material breach by AltoChange Consulting, Customer shall be entitled to a refund of any prepaid, unused Subscription fees as of the date of termination.
c. Add-Ons and Expansions. Customer may add new or expand existing Subscriptions, which will be made coterminous with the anniversary date of the then-current Subscription Period and the fees will be prorated.
B3. Fees and Payment. (THESE TERMS APPLY ONLY TO TRANSACTIONS BETWEEN ALTOCHANGE CONSULTING AND CUSTOMER WHERE CUSTOMER'S PAYMENTS ARE DUE DIRECTLY TO ALTOCHANGE CONSULTING. THESE FEES AND PAYMENT TERMS DO NOT APPLY TO TRANSACTIONS BETWEEN CUSTOMER AND ALTOCHANGE CONSULTING PARTNERS.)
a. Fees. Customer shall pay all fees in GBP pounds sterling within thirty (30) days of the invoice date (and for multi-year Subscriptions, within fifteen (15) days of the annual invoice date), unless the Order Form or SOW specifies otherwise. Renewal fees will be at AltoChange Consulting's then-current fees and will be due within fifteen (15) days of the invoice date. All payments made under this Agreement are non-refundable, except as specifically provided in this Agreement. Subscription fees are based on Subscriptions purchased and not on actual usage. The number of Authorized Users may not be reduced during the relevant Subscription Period.
b. Disputed Invoices. Customer will notify AltoChange Consulting within fifteen (15) days after the invoice date if there is a dispute about that invoice. AltoChange Consulting will work in good faith with Customer to promptly correct errors or resolve disputes. Customer shall pay the undisputed portion of the invoice in full when due and notify AltoChange Consulting in writing as to the nature and substance of any disputed portion.
c. Taxes. Fees, costs and expenses described in this Agreement do not include any sales, use, personal property, duty, levy or similar governance charge, value added or good/services taxes. AltoChange Consulting may include applicable taxes as separate items on Customer's invoice, and Customer shall be responsible to pay and/or reimburse AltoChange Consulting for all taxes (other than taxes based on AltoChange Consulting's income), unless Customer has provided adequate evidence of exemption upon execution of this Agreement. If withholding taxes are imposed by any government, Customer shall remit such taxes in accordance with applicable law, gross up the applicable payment amounts so that AltoChange Consulting receives the full amount of fees invoiced, and provide AltoChange Consulting with applicable evidence of withholding.
d. Payments. All fees and other charges referred to in the Agreement will be paid in GBP unless otherwise specified in the Order Form or SOW. All payments made under this Agreement are non-refundable, except as specifically provided in this Agreement.
e. Late Payments. AltoChange Consulting may charge interest at the rate of one and one-half percent (1½%) per month (eighteen percent (18%) per annum), or at the highest rate allowed by law, whichever is less, from the date due until paid. AltoChange Consulting may suspend Subscriptions, Support, Consulting Services or other performance if Customer fails to make full payment of any undisputed amount owed under this Agreement within ten (10) days after written notice from AltoChange Consulting. AltoChange Consulting may charge its then-current setup fee to restore a Subscription after any suspension.
f. Third Party Payments. Customer may separately arrange with a third party to make some or all payments to AltoChange Consulting required by this Agreement. Customer must notify AltoChange Consulting and provide reasonable documentation to AltoChange Consulting of the arrangement requested before AltoChange Consulting will invoice a third party directly. If AltoChange Consulting has not received notice and documentation of a third party payment arrangement prior to invoicing, AltoChange Consulting will not re-issue invoices. If a third party fails to make any undisputed payment when due, Customer shall promptly pay AltoChange Consulting, and AltoChange Consulting may invoice Customer directly for all amounts due.
B4. Intellectual Property Rights.
a. AltoChange Consulting (or AltoChange Consulting's licensors) owns
i. all Intellectual Property Rights in or relating to the Services, whether or not those rights are registered,
ii. any software and Documentation, including Customizations, developed and delivered in the course of providing Consulting Services, subject to each party's confidentiality rights and obligations under this Agreement,
iii. any and all enhancements, modifications, derivative works and corrections that are made of or to the Services or the software used to provide the Services, which will be considered part of the "Services" for the purposes of this Agreement, and
iv. Customer's comments, suggestions or other feedback regarding AltoChange Consulting's products and services.
b. Customer agrees
i. not to remove or replace any Mark from the system views/user interfaces on which the Services are viewed or accessed or any associated materials without AltoChange Consulting's express written consent, and
ii. to reproduce any and all Marks on any copy or portion of any associated materials. Customer may not modify the Documentation except to the extent necessary to reflect more closely Customer's operations, provided, however, that AltoChange Consulting shall retain all rights in any modified Documentation, which shall be considered Documentation with respect to Customer's rights, and each party shall retain its confidentiality obligations with respect to any Confidential Information in the modified Documentation. Customer retains all rights, title and interest in and to Customer's own information, including its Confidential Information and Customer Data.
B5. Publicity. Neither party will issue any public materials that refer to the other party, this Agreement, or the subscribed Services without the other party's prior written consent. However, AltoChange Consulting may identify Customer on its client list and may use Customer's name and logo as well as a mutually-agreed general description of the nature of the relationship on its website and in promotional materials, presentations, and proposals to current and prospective clients. Either party may identify the other party or disclose the existence of this Agreement to its attorneys, auditors and in connection with regulatory filings.
B6. Confidentiality.
a. Any information disclosed by one party ("Disclosing Party") to the other party ("Recipient") in connection with this Agreement that is marked confidential or that due to its character and nature a reasonable person under like circumstances would treat as confidential (the "Confidential Information") will be protected and held in confidence by the Recipient. Confidential Information will be used only for the purposes of this Agreement. Recipient shall disclose Confidential Information only to the Recipient's employees, contractors, or business partners which are bound by confidentiality obligations no less stringent than these prior to any disclosure on a "need to know" basis. Confidential Information does not include information that:
i. is already known to the other party at the time of disclosure;
ii. is or becomes publicly known through no wrongful act or failure of the Recipient;
iii. is independently developed without benefit of the other party's Confidential Information; or
iv. is received from a third party that is not under an obligation of confidentiality.
b. Recipient agrees to protect the Confidential Information at all times and in the same manner as it protects the confidentiality of its own proprietary and confidential material of similar kind, but in no event with less than a reasonable standard of care. A Recipient may disclose Confidential Information to the extent required by law, provided that the Recipient provides the Disclosing Party with notice as soon as reasonably practicable to allow the Disclosing Party an opportunity to respond to such requirement, and provided further that such disclosure does not relieve Recipient of its confidentiality obligations with respect to any other party.
c. Upon the request of Disclosing Party, the Recipient shall promptly destroy or return to the Disclosing Party all copies of the Confidential Information and any documents derived from it. This obligation to return or destroy materials or copies thereof does not extend to automatically generated computer back-up or archival copies generated in the ordinary course of Recipient's information systems procedures, provided that Recipient shall make no further use of Confidential Information contained in those copies. Except as to the confidentiality of trade secrets, these confidentiality restrictions and obligations will terminate two years after the expiration or termination of the Agreement. The Recipient may return any Confidential Information to the Disclosing Party at any time.
B7. Customer Data.
a. Customer owns all Customer Data and is solely responsible for the accuracy, integrity, quality, legality, reliability, appropriateness of and copyright permissions of any Customer Data and for adopting procedures to identify and correct errors and omissions in Customer Data. AltoChange Consulting has no obligation to review Customer Data for accuracy. Customer warrants to AltoChange Consulting that Customer Data has been collected, processed and provided to AltoChange Consulting in accordance with applicable laws on the protection of data subjects with regard to the processing of personal data and on the free movement of such data, including in particular any legislation implementing the EU Data Protection Directive 95/46/EC and the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/EC) in the applicable EU member state ("Data Protection Laws"), and also including laws or regulations that will apply to the transfer of Customer Data by AltoChange Consulting to any of its affiliates, employees, contractors and business partners located anywhere in the world. Customer consents to AltoChange Consulting’s use of Customer Data, including consent for AltoChange Consulting to move Customer Data from one environment to another located anywhere in the world, as required to provide Services, Support and Consulting Services, and that Customer will comply with the Data Protection Laws. The terms "personal data" and "process" shall have the meanings given to them in the applicable Data Protection Laws. Customer further acknowledges and warrants the following:
i. For the purposes of the Services and Consulting Services, Customer is the data controller;
ii. Customer will collect, use, transfer and otherwise process any personal data collected by or through the Services and Consulting Services in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments, including but not limited to the Data Protection Laws. In addition, Customer acknowledges and warrants that the use of the Services and Consulting Services is in compliance with any laws, enactments, regulations, collective labor agreements, orders, standards and other similar instruments that might be applicable to Customer and that Customer has obtained all necessary approvals, authorizations or other consents, and have performed any registrations, requirements, mandatory procedures, or similar obligations that may be applicable to Customer. In particular, Customer is responsible for providing appropriate information and obtaining any required consent from Authorized Users including notice and consent allowing Customer to own and control all Customer Data that is provided by Authorized Users; and
iii. Customer has provided such information and obtained such consent to any processing of personal data by and through the Services and Consulting Services in accordance with applicable Data Protection Laws.
iv.
b. AltoChange Consulting will handle Customer Data only in accordance with this Agreement. AltoChange Consulting may remove or modify Customer Data to comply with law or to bring the Customer Data in compliance with this Agreement. Each party will exercise reasonable and appropriate measures in the protection of Customer Data and in the prevention of any unauthorized person or entity from gaining access thereto in compliance with this Agreement and that party's reasonable privacy policy. Except as stated herein, AltoChange Consulting has no responsibility for unauthorized access to the Services. Each party will promptly notify the other if that party has actual knowledge of unauthorized access to and/or use of Customer Data or passwords and use reasonable efforts to take prompt remedial measures to rectify such unauthorized access. Customer is responsible for responding to all access requests, inquiries, or requests to correct Customer Data from Authorized Users or any other party. Customer is responsible for addressing any privacy breach and providing required notifications as required by law or regulation, provided, however, that Customer will not, without AltoChange Consulting's prior consent, make any public statement which directly or indirectly refers to AltoChange Consulting in connection with any privacy breach, access request or correction request. Customer shall obtain all permissions and consents necessary to provide any Customer Data to AltoChange Consulting in connection with the Services or Consulting Services.
c. Customer hereby agrees that AltoChange Consulting is reliant on Customer for direction as to the extent to which AltoChange Consulting is entitled to use and process the personal data through the Services or Consulting Services. Consequently, AltoChange Consulting, in its capacity as data processor, will not be liable for any claim brought by a data subject (including Authorized Users) arising from any action or omission by AltoChange Consulting, to the extent that such action or omission resulted directly from the data controller's instructions. As between AltoChange Consulting and Customer, Customer is solely responsible and liable for any and all Customer Data that Customer or any Authorized User stores, transmits, displays, or otherwise uses in connection with the Services or Consulting Services. AltoChange Consulting has no responsibility to Customer or to any third party in connection with such Customer Data and, as between AltoChange Consulting and Customer, Customer is solely responsible for any losses or damage suffered by AltoChange Consulting in connection with Customer Data. Customer hereby represents and warrants that neither Customer nor any Authorized User will store or otherwise use any Customer Data in connection with the Services that: (i) violates this Agreement; (ii) is defamatory, obscene, abusive, invasive of privacy, illegal or otherwise objectionable; (iii) violates any third party’s trade secrets, Intellectual Property Rights or other personal or proprietary right; (iv) invades or interferes with the rights of privacy or publicity of any person; or (v) contains a virus, malicious code or any other harmful component.
d. AltoChange Consulting reserves the right, at any time and without notice to Customer, to review, monitor, flag, filter, modify, refuse or remove any or all Customer Data from the Services which violate the terms of this Agreement, but AltoChange Consulting has no obligation to do so. Customer agrees to immediately remove or modify any Customer Data that violates this Agreement or any applicable laws, rules, or regulations, including pursuant to a removal or modification request from AltoChange Consulting; if Customer does not do so, AltoChange Consulting may take down, delete or modify such Customer Data. AltoChange Consulting assumes no liability or responsibility arising from Customer’s or any Authorized User’s activities in connection with the Services or Consulting Services, including, without limitation, any arising from Customer Data that Customer or any Authorized User stores or otherwise uses in connection with the Services or Consulting Services.
e. AltoChange Consulting respects the intellectual property and other proprietary rights of others and has a policy of removing content from the Services that infringes third party copyrights or other intellectual property rights and suspending the user ID of any user who uses the Services in violation of copyright law or other laws governing intellectual property rights, and where appropriate, blocking such user’s access to the Services.
f. Without limiting Customer’s ownership rights in Customer Data, Customer acknowledges and agrees that AltoChange Consulting shall have the right to utilize data capture, syndication and analysis tools and other similar tools to extract, compile, synthesize and analyze any non-personally and non-Customer identifiable data or information resulting from Customer’s use of the Services ("Statistical Data"). Statistical Data may be collected by AltoChange Consulting for any lawful business purpose without a duty of accounting to Customer, provided that the Statistical Data is used only in an aggregated form without specifically identifying the source of the Statistical Data.
B8. Governing Law; Dispute Resolution.
a. Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the Kingdom of Belgium, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
b. Binding Arbitration. Any dispute that cannot be resolved by the parties will be settled
i. by final and binding arbitration pursuant to the Rules of Arbitration under the auspices of the International Chamber of Commerce (ICC) for Customers in Africa, Asia, Australia, Europe and the Middle East,
c. and either party may compel arbitration or enforce an arbitration award in any court of competent jurisdiction and recover its related costs and expenses. The arbitrators shall award appropriate fees and costs to the prevailing party. The arbitrator shall not have the authority to award any punitive, exemplary or other non-compensatory damages. No dispute may be brought as a class action, and neither party may act as a class representative or participate as a member of a class or claims with respect to any dispute under this Agreement.
d. Litigation Rights. Either party may seek temporary or permanent injunctive relief from any court of competent jurisdiction to protect its Confidential Information, Intellectual Property Rights or non-solicitation rights, regardless of the arbitration requirements. AltoChange Consulting reserves the right to pursue legal action in a court of competent jurisdiction to compel payment, regardless of the arbitration requirements.
B9. Limited Warranties.
a. Services. AltoChange Consulting warrants that the Services will substantially conform to the Documentation under normal use and circumstances in compliance with this Agreement. During the Subscription Period, at no additional cost to Customer and as Customer's sole and exclusive remedy for failure to meet this limited warranty, AltoChange Consulting will use reasonable efforts to provide a Correction to any material fault in the AltoChange Consulting software used to provide the Services ("Defect") in accordance with the Support guidelines, provided that Customer promptly notifies AltoChange Consulting in writing upon discovery of any such Defect and AltoChange Consulting's investigation discloses that such Defect exists. Customer shall provide a listing of output and other such data as may be required to reproduce the Defect. This limited warranty will be void if the Defect is caused by (i) the use or operation of the Services with an application or in an environment other than that described in the Documentation or recommended in writing by AltoChange Consulting, (ii) modifications to the Services that were not made by AltoChange Consulting, (iii) Misuse, or (iv) failure to implement Corrections or Updates. This warranty does not apply to Evaluation Services.
b. Consulting Services. Any Consulting Services warranty will be mutually agreed in an SOW depending on the Consulting Services provided. If the SOW does not contain a warranty, the Consulting Services therein are provided "AS IS". For any Consulting Services warranty, the sole and exclusive remedy will be the re-performance of the Consulting Services.
c. Evaluation Services. CUSTOMER'S USE OF EVALUATION SERVICES IS AT ITS SOLE RISK. THE EVALUATION SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY INCLUDING THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALTOCHANGE CONSULTING SHALL HAVE NO RESPONSIBILITY TO PROVIDE ANY UPDATES, UPGRADES, MAINTENANCE OR SUPPORT WITH REGARD TO THE EVALUATION SERVICES DURING THE PERIOD OF THE EVALUATION.
d. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION, ALTOCHANGE CONSULTING MAKES NO WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ALTOCHANGE CONSULTING DOES NOT WARRANT OR REPRESENT THAT THE SERVICES OR CONSULTING SERVICES WILL BE TIMELY, COMPLETE, RELIABLE, ADEQUATE, ACCURATE, USEFUL, SECURE OR ERROR-FREE. ALL MOBILE APPLICATIONS AND SOFTWARE DOWNLOADS ARE PROVIDED AS-IS WITH NO WARRANTY AND ALTOCHANGE CONSULTING ACCEPTS NO LIABILITY FOR ANY DAMAGES DIRECTLY OR INDIRECTLY CAUSED BY SUCH APPLICATIONS OR DOWNLOADS.
e. INFORMATION TRANSMITTED AND RECEIVED THROUGH THE INTERNET CANNOT BE EXPECTED TO REMAIN CONFIDENTIAL, AND ALTOCHANGE CONSULTING DOES NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY AND NON-CORRUPTION OF ANY INFORMATION SO TRANSMITTED, OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. ALTOCHANGE CONSULTING SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENCES WHATSOEVER OF CUSTOMER'S CONNECTION TO OR USE OF THE INTERNET, AND ALTOCHANGE CONSULTING SHALL NOT BE RESPONSIBLE FOR ANY USE BY CUSTOMER OR ITS AUTHORIZED USERS OF ANY INTERNET CONNECTION IN VIOLATION OF ANY RULE, LAW OR REGULATION.
B10. Limitation of Liability. EXCEPT FOR CUSTOMER'S VIOLATION OF THE USE OF SERVICES TERMS, INFRINGEMENT OF ALTOCHANGE CONSULTING'S INTELLECTUAL PROPERTY RIGHTS, OR THIRD PARTY CLAIMS ARISING OUT OF CUSTOMER’S BREACH OF THE THIRD PARTY TERMS, (A) IN NO EVENT SHALL EITHER PARTY OR ALTOCHANGE CONSULTING'S LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND (B) THE TOTAL LIABILITY OF EITHER PARTY OR ALTOCHANGE CONSULTING'S LICENSORS ON ANY CLAIM ARISING OUT OF ANY SERVICES OR CONSULTING SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID OR PAYABLE TO ALTOCHANGE CONSULTING UNDER THIS AGREEMENT IN THE TWELVE (3) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY. NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL ALTOCHANGE CONSULTING OR ITS LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE OR INJURY TO PERSON OR PROPERTY ARISING OUT OF OR INCIDENT TO THE PERFORMANCE OF EVALUATION SERVICES UNDER THIS AGREEMENT. THIS SECTION APPLIES TO DAMAGES ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING WITHOUT LIMITATION CONTRACT, WARRANTY, STRICT LIABILITY, TORT, OR NEGLIGENCE, EVEN IF SUCH LOSS OR DAMAGE WAS FORESEEABLE OR CONTEMPLATED BY THE PARTIES.
B11. Miscellaneous.
a. Assignment. Customer may not assign any of its rights or obligations under or sublicense this Agreement without AltoChange Consulting's prior written consent. For purposes of this Section, an assignment shall include any assignment or transfer of this Agreement by merger, reorganization, consolidation, sale of assets, stock sale or purchase or by operation of law or otherwise.
b. Compliance with Laws. Each party will be responsible for compliance with all legal requirements related to its use of the Services, including those related to the disclosure of data and anti-corruption laws.
c. Export Control. Customer shall comply with all export control laws and regulations that may be imposed by the U.S. Government, the EU and any country or organization of nations within whose jurisdiction Customer operates or does business. Customer represents and warrants that Customer is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and that Customer is not listed on any U.S. Government list of prohibited or restricted parties.
d. U.S. Government Rights. The Services are deemed to be "Commercial Items" and if the Services are being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier) for use by or for the benefit of the U.S. Government, then the U.S. Government's rights in the Services will be only as set forth in this Agreement and in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense "DOD" acquisitions) and with 48 CFR 2.101 and 12.212 (for civilian acquisitions). For U.S. Government Customers, each Support Contractor must be subject to the use and non-disclosure agreement at 227.7103-7 of the Defense Federal Acquisition Regulation Supplement.
e. E-mail Communications. Each party shall comply with the U.S. CAN-SPAM Act of 2003, 15 U.S.C. §§ 7701-7713 when applicable.
f. Entire Agreement. This Agreement, including any attachments identified as incorporated into this Agreement, is the entire agreement between Customer and AltoChange Consulting relating to the Services and Consulting Services provided hereunder and supersedes all prior or contemporaneous oral or written communications. Any purchase order or other instrument issued by Customer (including any online terms as part of a required procurement process) will be for administrative purposes only and any such terms will not alter or supplement this Agreement. This Agreement will not be modified by any other act, document, usage, custom, or course of dealing unless both parties sign it. Notwithstanding the foregoing, this Agreement does not terminate any license and services agreement between the parties, nor does it terminate any subscription agreement between the parties for any AltoChange Consulting product or service other than the Services ordered hereunder. After execution of this Agreement, only Customer's signature is required to agree to an unmodified Order Form or other transaction document provided by AltoChange Consulting. Specified terms in an Order Form or SOW will prevail over conflicting terms in the remainder of the Agreement for that transaction or engagement.
g. Excusable Delays. In no event shall either party be liable to the other for any delay or failure to perform its obligations under this Agreement due to causes beyond the reasonable control of that party, including acts of a government, severe weather conditions, equipment failures, power surges or failures, acts or omissions of communications carriers, or unavailability of telecommunication services.
h. Counterparts. This Agreement may be executed in several counterparts each of which when executed shall be deemed to be an original.
i. Independent Contractor. The parties are independent contractors and may not make commitments or representations on behalf of one another.
j. Non-solicitation of Employees. During the term of this Agreement and for one year after its termination, Customer shall not solicit for hire as an employee, consultant or otherwise any of AltoChange Consulting's personnel who have had direct involvement with the Services or Consulting Services or a proposal therefore, without AltoChange Consulting's express written consent.
k. Right to Enforce. Any person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.
l. Notices. Except for notices sent to Customer as part of AltoChange Consulting's general customer base, notices to Customer shall be provided to Customer's notice address in the initial Order Form. Notices to AltoChange Consulting shall be sent via email by using our form available at https://www.altochange.com/contact.php
m. Severability. If a court holds any provision(s) of this Agreement to be illegal or unenforceable, the remainder of this Agreement will remain valid and enforceable.
n. Survival. Provisions anywhere in the Agreement regarding payment, termination, proprietary rights, Intellectual Property Rights, warranties, limitations of liability, governing law, dispute resolution, confidentiality, severability, export control, and waivers will survive the expiration or termination of this Agreement.
o. Waiver. A waiver of any breach of this Agreement is not a waiver of any other breach of this Agreement. Any waiver must be in writing and signed by an authorized representative of the waiving party.
p. Language. All communications and notices pursuant to this Agreement, including Support, must be in the English language.
B12. Definitions. Some of the following definitions may not be applicable, depending on Customer's Subscriptions.
a. "Administrator" means a specially appointed employee of Customer with the ability to make service requests plus rights to reset an administrative password with respect to the Services. Customer will have one Administrator.
b. "Affiliate" means any entity that is controlled by Customer or is under common control with Customer through at least a 51% ownership (or through board or directors' control if a not-for-profit entity).
c. "Authorized User" means an individual who is authorized in accordance with this Agreement by Customer to access and use the Services.
d. "Consulting Services" means any set-up, configuration or consulting services, including, without limitation, Customer-specific user interface modeling, data interfaces or training, or providing Customizations.
e. "Correction" means, without limitation, workarounds, support releases, component replacements, patches and/or documentation changes made available by AltoChange Consulting.
f. "Custom" or "Customization" means creation of instructions using a programming language that enhances, adds to, or modifies software functionality or behavior. This includes, but is not limited to (i) any modification to the core source code of software or reports that are not configurable, or (ii) a change to or the development of (1) Interfaces, (2) Integrations, and (3) enhancements.
g. "Customer Data" means all electronic data or information that Customer or any Authorized User loads or enters into the Services and all results from processing such data, including compilations and derivative works of such data or information.
h. "Documentation" means the technical documentation applicable to the Services, including manuals, user guides and education materials on any medium.
i. "Effective Date" means the date upon which this Agreement or an Order Form, as applicable, becomes effective.
i. "Employee" means for AltoChange Consulting -related Services, any full-time, part-time, or seasonal employee or independent contractor; including subcontractor employees and an Employee is an Authorized User.
j. "Evaluation Services" means the Services as made available to Customer on a trial basis for a period of time and for the fees specified in the Order Form.
k. "Intellectual Property Rights" means all copyrights, moral rights, database rights, patents, patentable ideas, inventions, patent applications, patent registrations, patent renewals, trade secrets, derivative works, know-how, Marks, all rights in the nature of unfair competition rights, and rights to sue in passing off, goodwill, confidentiality or any other similar proprietary right arising or enforceable under applicable law.
l. "Interface" means any standard functionality for providing input and output to and from outside applications.
m. "Integration" means the translation of data from the format of one application directly into the format of another; a data and command conversion on an ongoing basis between two or more systems.
n. "ISV Supported Services" means Third Party Services which an independent software vendor partner ("ISV Partner") supplies that may integrate with the AltoChange Consulting Services, and for which the ISV Partner solely and directly provides the license or software as a service subscription, maintenance and services terms (including warranty and liability limits) for ISV Supported Services to the Customer or subscriber.
o. "Marks" means registered or unregistered trademarks, service marks, trade names, logos, service names, or other proprietary markings.
p. "Misuse" means any use of the Services in disregard of any known or reasonably anticipated adverse consequences, warning messages, or other written instructions.
q. "Named User" means anyone Customer has authorized to use the Subscription by issuing an access code. A Named User is an Authorized User.
r. "Partner" means an entity with which AltoChange Consulting has an independent contractor business relationship such as a reseller or supplier of software and/or services. The parties acknowledge and agree that in this context, the term "partner" shall not imply any legal or statutory partnership.
s. "SaaS Services" or "Services" means the AltoChange Consulting application or applications provided as a service by AltoChange Consulting that are ordered and purchased by Customer identified in the Order Form, including associated offline components but excluding any third party technology or applications and Consulting Services.
t. "SOW" means a statement of work, work order or any other document (except Customer purchase orders) authorizing Consulting Services. These can be replaced by a mutually agreed and confirmed e mail order confirmation.
u. "Subscription" means the right of a Customer and its Authorized Users to access the Services during the Subscription Period.
v. "Subscription Period" means the period during which Customer may use the Services, as specified in the Order Form. Unless otherwise specified in the applicable Order Form, the Subscription Period begins on the Effective Date of the Order Form.
w. "Support Contractor" means a third party with whom Customer has contracted to maintain or operate the Services for and on behalf of Customer subject to the terms and conditions of this Agreement. Customer must provide written notice to AltoChange Consulting identifying any Support Contractor that is given access to the Services.
x. "Third Party Services" means any third party software made available as a service listed in an Order Form that is produced by a party other than AltoChange Consulting and is listed in an Order Form. Third Party Services are supported by AltoChange Consulting only if indicated on the confirmed AltoChange Consulting Order Form.
y. "Third Party Terms" means terms issued by a third party that govern Customer’s use of the Services. AltoChange Consulting may notify Customer of Third Party Terms by referencing them in this Agreement or future Order Forms or SOWs, or by providing other written notice from time to time. All Third Party Terms are incorporated into this Agreement by this reference.
z. "Updates" means upgrades, modifications, improvements, enhancements, extensions, new releases, and other changes to the Services or Documentation that AltoChange Consulting makes available.
aa. "U.S. Government Customer" means the U.S. government, a U.S. government agency or entity, or an authorized non-governmental organization acting on behalf of the U.S. Government or a U.S. government agency or entity.
SECTION C – TERMS FOR ALL SaaS Services
C1. Services Rights. Upon the Effective Date and subject to compliance with this Agreement and Customer's payment obligations, AltoChange Consulting grants to Customer and its Authorized Users a non-exclusive, non-transferable (except as provided in this Agreement), non-sublicenseable right to access and use the Services described in the Order Form for Customer’s internal use (meaning for purposes which do not directly produce revenue for Customer) during the Subscription Period. Customer shall have no right to receive any object code or source code relating to the Services. Customer grants to AltoChange Consulting a non-exclusive, non-transferable right to access and use Customer Data as reasonably required to provide the Services to Customer and its Authorized Users. Customer may not copy or incorporate portions of the Documentation or "screen shots" of the Services except in training materials for Customer's internal use only, provided that the incorporated materials shall bear a notice of AltoChange Consulting's copyright.
C2. Authorized Users.
a. Authorized User IDs. Each Authorized User is issued a user ID and password which may not be shared or used by more than one person. However, a user ID and password may be reassigned from time to time to a new Authorized User replacing a former Authorized User. Customer will notify AltoChange Consulting when Customer no longer employs an Authorized User or if an Authorized User should otherwise be denied access to the Services.
b. Additional Authorized Users. Customer may add Authorized Users during a Subscription Period. The Subscription Period for any additional Authorized User Subscription shall end with the Customer's current Subscription Period for that Service and the Subscription fee shall be prorated accordingly. Customer agrees to notify AltoChange Consulting if the number of Authorized Users increases and to pay the additional Subscription fees as specified in the Order Form for those additional Authorized Users and as specified in the then current AltoChange Consulting price list. Unless otherwise provided, the number of Authorized Users cannot be reduced during any Subscription Period.
c. Limited Number of Users or other restrictions. Customer may not use or permit use of the Services or Documentation for more than the Customer's current number of Authorized Users, projects, data space required, features as specified in the applicable Order Form or current item offered as listed in the then current price list of AltoChange Consulting, as may be amended from time to time, and may not permit use of the Services by anyone other than Customer's Authorized Users who may be (i) employees of Customer, (ii) employees of an Affiliate, or (iii) Support Contractor personnel. Customer must provide written notice to AltoChange Consulting identifying any Support Contractor that is given access to the Services.
C3. Excessive Usage. In the event that Customer's volume of use may degrade or otherwise interfere with the Services or other system performance, AltoChange Consulting will take appropriate measures, which may include immediate suspension or deactivation. Upgrades to the processing capacity may be available at AltoChange Consulting's option, but will be subject to an additional charge. AltoChange Consulting in its sole discretion may terminate Customer's Subscription if excessive usage is related to Evaluation Services. AltoChange Consulting may monitor usage to verify Customer’s compliance with the terms of this Agreement and Customer shall not block or interfere with such monitoring. Customer will reasonably cooperate with AltoChange Consulting to identify the source of any problem with the Services that AltoChange Consulting reasonably believes may be attributable to Customer Data or excessive use of the Services.
C4. Service Upgrades. AltoChange Consulting regularly provides upgrades, modifications, improvements, enhancements, extensions, new releases, and other changes to the Services, including Updates, and therefore the Services are continually evolving. Some changes to the Services may occur automatically, while others may require Customer to schedule and implement the changes.
C5. Changes to Services. AltoChange Consulting reserves the right to change or discontinue the Services or features or functionality thereof from time to time and in its sole discretion. AltoChange Consulting will use reasonable efforts to notify Customer of material changes that occur during a Subscription Period.
C6. Support. AltoChange Consulting shall provide reasonable general technical support ("Support") as outlined in an Order Form to allow Customer to report problems and to seek assistance in the use of the Services during AltoChange Consulting's standard Support hours as established from time to time on AltoChange Consulting's website.
C7. Renewal of Orders. Unless either party has given the other party written notice of non-renewal of Services at least thirty (30) days prior to the end of the applicable Subscription Period or renewal Subscription Period, each Subscription will renew for an additional Subscription Period of twelve (12) months at then-current Subscription fees. However, the parties may agree in writing to renew a Subscription for longer periods and/or at other mutually agreed upon rates. For U.S. Government Customers, Services will not automatically renew. If a U.S. Government Customer wishes to continue Services after a twelve-month Subscription Period, it shall pay the then-current Subscription fee for an additional twelve-month Subscription Period.
C8. Third Party Claims.
a. AltoChange Consulting will indemnify, defend and hold harmless Customer against any damages finally awarded or agreed to in a settlement resulting from a third party's claim ("Claim") that the Services violate that third party's copyright, patent or trademark, or misappropriate that third party’s trade secrets in the applicable jurisdiction provided that Customer has used the Services strictly in accordance with the terms of this Agreement, and only if Customer notifies AltoChange Consulting promptly in writing of such Claim and gives AltoChange Consulting full control of and assistance with the defense of such Claim. AltoChange Consulting shall not be responsible for Customer's compromise or settlement of such a Claim without AltoChange Consulting's written consent. Customer may retain its own counsel at its own expense but such expense shall not be included in AltoChange Consulting’s indemnity obligation.
b. If a Claim is made or appears possible, AltoChange Consulting may, at its option, secure for Customer the right to continue to use the Services, modify or replace the Services so that they are non-infringing, or, if neither of the foregoing options is available in AltoChange Consulting's judgment, terminate this Agreement and refund Customer any unamortized prepaid fees for use of the infringing Services.
c. AltoChange Consulting shall have no liability or obligation with respect to any Claim if the infringement is caused by
i. modifications made according to Customer's specifications,
ii. modifications by any person not authorized in writing by AltoChange Consulting,
iii. Customer's failure to comply with AltoChange Consulting's direction to cease any activity that in AltoChange Consulting's judgment may
iv. infringe a third party's Intellectual Property Rights,
v. third party technology or content, including third party technology that is used to provide the Services, or
vi. the combination, operation or use of the Services with other product(s) or service(s) not supplied by AltoChange Consulting.
d. To the extent that a Claim has been caused by any attributable act or omission by Customer or any unauthorized modification or use of the Services, Customer’s indemnity claim shall be reduced by a comparative fault percentage that reflects its responsibility. SUBSECTIONS (A) AND (B) OF THIS SECTION STATE ALTOCHANGE CONSULTING'S ENTIRE OBLIGATION TO CUSTOMER WITH RESPECT TO ANY THIRD PARTY CLAIM.
e. Customer will indemnify, defend and hold harmless AltoChange Consulting, its affiliates and licensors, and each of their respective employees, officers, directors and representatives from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim (including claims by Authorized Users) that
i. Customer Data or Customer's Misuse or unauthorized use of the Services, introduces a virus into the Services, harms any person, violates any law, or violates any third party's Intellectual Property Rights, privacy or other rights,
ii. Customer has breached any Third Party Terms, or
iii. Customer has violated the rights of the third party in posting, transmitting, storing, retaining or deleting Customer Data
f. only if AltoChange Consulting notifies Customer promptly in writing of such Claim and gives Customer full control of and assistance for the defense of such Claim. Customer may settle any claim as Customer deems appropriate, provided that Customer obtains AltoChange Consulting’s prior written consent before entering into any settlement. Customer shall not be responsible for AltoChange Consulting's compromise or settlement of such a Claim without Customer's written consent.
C9. Return of Customer Data. Upon Customer's written request made within thirty (30) days of termination or expiration of a Subscription or this Agreement, AltoChange Consulting will return to Customer a single copy of all Customer Data then in AltoChange Consulting’s possession in AltoChange Consulting's then-current industry standard data extract format. Additional Customer Data copies shall be available for a fee. After such thirty (30) day period, AltoChange Consulting shall have no obligation to maintain or provide any Customer Data and shall, unless legally prohibited, delete all Customer Data in its possession or under its control. Notwithstanding the foregoing, AltoChange Consulting may or may not at its sole discretion retain Customer Data in backup media for an additional period or if required by law.
C10. Third Party Terms. Customer's use of the Services is subject to, and Customer agrees to comply with the terms of which are incorporated into this Agreement by reference. Third Party Terms may be updated at any time, and Customer’s continued use of the Services after such updates constitutes acceptance of the updated Third Party Terms.
C11. Use of Cookies and activity loging. AltoChange Consulting uses cookies and activity logging for usage tracking purposes, support and statistical analysis, which helps AltoChange Consulting to improve the Services by giving AltoChange Consulting some insight into how the Services are being used. Customer consents to such use of cookies and logging and represents and warrants that it has provided adequate notice to all Authorized Users of, and obtained their informed consent to, the use of cookies and logging by the Services in accordance with applicable Data Protection Laws. Customer is responsible for providing appropriate information and obtaining any required consent from Authorized Users in accordance with applicable Privacy Laws prior to any Processing of Personal Information by and through the Services.
C12. Mobile Applications.
a. All Mobile Applications. AltoChange Consulting may make certain applications available which can be used on mobile phones, tablets, and other portable devices (collectively “Mobile Applications”). The use of Mobile Applications either alone or in connection with the Services is governed by this Agreement. In addition, Customer must comply with all applicable third party terms of agreement when using the Mobile Applications (for example, any agreement with a wireless service or wireless data provider). By using Mobile Applications, Customer explicitly confirms its acceptance of the terms associated with the application provided at download or installation, or as may be updated from time to time.
b. Additional Terms for iOS Mobile Applications. The Mobile Applications may be used on an iOS product that Customer owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service. Customer agrees that this Agreement is between Customer and AltoChange Consulting, and that even if it receives access to the Mobile Applications through Apple, Inc.’s AppStore or any other source (collectively, the “Distributor”), the Distributor has no liability or responsibility whatsoever to Customer related to the Mobile Applications, whether by contract, warranty or otherwise, and Customer will look only to AltoChange Consulting for any support for the Mobile Applications. The Distributor is not responsible for addressing any claims of any sort related to the Mobile Applications, and Customer must address any claims directly with AltoChange Consulting. Questions related to the Mobile Applications should be addressed to AltoChange Consulting and not to the Distributor. In the event of a failure of a Mobile Application to comply with any limited warranty stated in this Agreement, Customer may notify Apple and Apple will refund the purchase price paid by Customer to Apple for that Mobile Application and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to the limited warranty will be AltoChange Consulting’s sole responsibility and up to the maximum amount of the purchase price of the user license if any of that software. Notwithstanding anything to the contrary in this Agreement, the Distributor and its subsidiaries are third party beneficiaries of this Agreement, and the Distributor has the right (and will be deemed to have accepted the right) to enforce this Agreement against the Customer as a third party beneficiary thereof. Customer represents and warrants that Customer is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and that Customer is not listed on any U.S. Government list of prohibited or restricted parties.
SECTION D – SERVICE SPECIFIC TERMS FOR CONSULTING AND TRAINING SERVICES
D1. Consulting Services. AltoChange Consulting shall provide Consulting Services when mutually agreed in an SOW. Unless otherwise agreed in writing by AltoChange Consulting, the terms and conditions of this Agreement will apply to any Consulting Services provided to Customer by AltoChange Consulting after the Effective Date, whether or not this Agreement is referenced and whether or not an SOW is executed. Unless otherwise agreed in an SOW, the total cost or completion dates for any Consulting Services in an SOW are estimates. Customer acknowledges that the ultimate responsibility for implementation rests with Customer and that AltoChange Consulting's role is to assist Customer in that endeavor. Any staff or personnel provided by AltoChange Consulting to provide the Consulting Services under an SOW are referred to as "Consultants".
D2. Project Management. Customer shall appoint an individual to authorize SOWs, receive progress reports and address problems that may arise in connection with the Consulting Services (the "Project Manager") and shall provide AltoChange Consulting in writing with the name and contact information for that Project Manager. The Project Manager and Consultants shall develop administrative procedures to review performance of work.
D3. Customer's Cooperation. AltoChange Consulting's performance depends upon Customer's timely and effective cooperation in connection with the Consulting Services, including providing AltoChange Consulting with timely and sufficient access to appropriate data, information, and appropriately skilled Customer personnel, and prompt responses to questions and requests. AltoChange Consulting will not be liable for any failure or delays in performing the Consulting Services, to the extent that the failure or delay is caused by Customer's failure to cooperate. Unless otherwise agreed, AltoChange Consulting will rely upon the accuracy and completeness of data, material, and other information furnished by Customer, without any independent investigation or verification.
D4. Statement of Work. All work performed by AltoChange Consulting should be documented in an SOW. Each SOW shall establish the general nature of the work to be performed, the number of Consultants to be assigned, the estimated duration of the Consulting Services, the approximate number of hours, and the applicable hourly rate or fee. If there is a conflict between this Agreement and the SOW, the SOW shall control. The statement of work can be replaced by a confirmation e mail accepted by both parties.
D5. Change Orders. Either party may propose changes in the scope of the SOW, but neither party will be bound by any proposed change until both parties have agreed to that change in writing.
D6. Scheduling. AltoChange Consulting will try to accommodate work schedule requests of Customer to the extent commercially practicable. AltoChange Consulting reserves the right to change such schedule for any SOW if the assigned Consultants are unable to perform scheduled Consulting Services because of illness, resignation, weather, or other causes beyond AltoChange Consulting's reasonable control. AltoChange Consulting will make commercially reasonable efforts to replace any such Consultant within a reasonable time in order to limit impact on the schedule.
D7. Cancellation or Rescheduling of SOWs.
a. Cancellation of SOWs. Customer may cancel all or part of any SOW upon ten (10) business days advance written notice ("Cancellation Notice"). Upon cancellation of an SOW in progress, Customer will pay all fees and expenses for work performed through the effective cancellation date (partially completed fixed fee engagements will be prorated) as well as reasonable costs directly related to Customer's cancellation (such as early termination of lodging arrangements or air travel change fees). If Customer terminates an SOW with less than the Cancellation Notice, Customer will also pay a cancellation fee equal to the total daily rates for Consultants assigned to the canceled SOW for every day that the actual cancellation was less than the Cancellation Notice. However, the cancellation fee may not exceed the remaining number of days scheduled on the canceled SOW.
b. Rescheduling of SOWs. Customer may request that a previously scheduled SOW be rescheduled upon ten (10) business days advance written notice ("Rescheduling Period") at no cost, other than any reasonable costs directly related to rescheduling (such as lodging cancellation charges or air travel change fees). AltoChange Consulting will make reasonable efforts to accommodate Customer's requested dates but the rescheduled SOW dates, although mutually agreed, shall be based on availability of Consultants. If the rescheduling request is made with less than the Rescheduling Period, Customer will also pay a rescheduling fee equal to the total daily rates for Consultants assigned to the rescheduled SOW for every day that the actual request to reschedule was less than the Rescheduling Period. However, the rescheduling fee may not exceed the total or remaining number of days scheduled on the rescheduled SOW.
D8. Fees and Expenses. Unless otherwise provided in an SOW, Customer shall pay AltoChange Consulting on a time and materials basis at AltoChange Consulting's then-current rates. Hourly rates or fees for Consulting Services performed shall be set forth in the applicable SOW. Unless otherwise agreed in writing in the SOW, the minimum labor charge for any single day is eight hours. Billable amounts incurred in excess of eight hours per day will be billed at the standard, straight-time hourly rate. Estimated fees for Consulting Services under this Agreement do not include travel or other expenses. Customer agrees to reimburse AltoChange Consulting for and will be invoiced for all travel and other expenses. Out-of-pocket expenses will be reimbursed on a pass-through basis based on the net cost paid or invoiced at the time of purchase, which includes airfare, ground transportation, lodging, meals and incidentals. Customer acknowledges that AltoChange Consulting or its affiliates may receive frequent flyer miles, hotel "points", commissions, rebates, fees or other consideration ("Benefits") as a result of relationships with travel service providers, alliance companies, software, hardware, and other vendors. Customer agrees that AltoChange Consulting is not obligated to provide a credit for or reimbursement to Customer for Benefits.
D9. Projection Equipment. If requested by AltoChange Consulting, Customer will make available for use projection equipment for on-site training classes. Alternatively and upon prior written request, AltoChange Consulting will provide projection equipment for an additional charge.
D10. Training Services for Mobile Classrooms. If Customer elects to use AltoChange Consulting's Mobile Classroom as part of training, Customer shall take good care of the equipment provided by AltoChange Consulting as part of the classroom. "AltoChange Consulting's Mobile Classroom" means the portable training classroom (which consists of laptop computers loaded with demonstration software and training documentation) that AltoChange Consulting makes available for Customer to use at the site designated by Customer. Customer agrees to assume all risks upon delivery of the equipment provided by AltoChange Consulting as part of AltoChange Consulting's Mobile Classroom. Furthermore, Customer shall return to AltoChange Consulting all equipment, documentation and software on the date specified in the applicable SOW, in the same condition as when provided by AltoChange Consulting, less normal wear and tear.
D11. Customizations. If set forth in an SOW, Customizations may be developed for the use of Customer and will conform to the version of the Services identified in the applicable SOW as of the time of development. Given the nature of the Services, certain Customizations available for software installed at a customer’s premises will not be available under this Agreement. Customizations are not covered by Support. If future improvements or Updates to the applicable Services cause the Services to change, then any Customization provided to Customer may require modification. The cost of such modification will be borne by Customer. A very strong possibility exists that installing a hot fix or a service pack, or upgrading to a new version of the Services will require changes to any Customization. The potential also exists that Customer will not be able to upgrade to a new service pack or version until the Customization has also been upgraded. Customer will need to request a review to determine how its specific Customization(s) may be impacted by any Update to the applicable Services.
Applicable law is Belgian law.
AltoChange Consulting, the training modules names herein, all belong to or refer to:
KORENA SPRL
Square Emile des Grées du Loû 5B
B-1190 Forest
Belgium
VAT : BE0464.770.154 Tel. Belgium +32475 79 11 44
Contact us by email by using the form available at the following URL: https://www.altochange.com/contact.php
Tel. USA +1 (949) 266 2111 ext. 2020
Tel. Europe +44 20 3355 8963 ext. 2020
Tel. Middle East +972 9 970 86 48 ext. 2020
Fax Belgium: +32 2 380 32 82