These Specific Terms of Use are appended to Supplier's Standard Terms and Conditions (STC) and set forth the terms and conditions applicable to the "Digital Events" that Supplier provides.

 

The Service Description document appended to these Specific Terms of Use will provide the technical details on the platform capabilities and the support capabilities.

 

 

 

1. DEFINITIONS

 

"Digital Events" means any event that takes place online and/or by phone. It can be named “Virtual Event”. Digital Event may be either: (i) managed by Supplier, or (ii) self-managed by any Client.

 

 

 

“(Supplier) Managed Digital Event” means any Digital Event ordered by Client, for which Supplier manages the logistics, as more fully detailed in the relevant Service Description. Support on Managed Digital Event can be provided online or on site depending on the requirements.

 

 

 

“(Client) Self-Managed Digital Event” means a Digital Event created and managed by Client through an Application Platform Subscription. Should Client order additional support services from Supplier, then a Client Self-Managed Digital Event shall become a (Supplier) Managed Digital Event.

 

 

 

“Application Platform Subscription” means any Platform by which a Client manages Digital Events on its own account. This Application Platform Subscription provides a self-service account and additional capabilities described in the Service Description. Supplier Managed Digital Event can be provided in addition to this Application Platform Subscription.

 

 

 

“Fixed Fees” shall include costs related (i) to the capacity booked by the Client and (ii) to the duration of the service and/or costs related to any of the services or products mentioned in the Contract and/or Service Order Form (SOF) and/or Statement of Works (SOW).

 

 

 

Service Charges shall include Fixed Fees and the communication set-up, actual Digital Events time, waiting time and time for connection to any Supplier assistance service, in particular to the client assistance service as well as potential disconnection costs. The Service Charges are calculated for the use per minute, in full minutes, on a per Participant and Moderator basis (inbound or outbound legs), in full minute increments from the initial call connection to the termination of all Digital Events.

 

 

 

 

 

2. VALIDITY PERIOD OF THE OFFER

 

Unless otherwise stated in the Service Order Form, the quote set out in the SOF shall be valid for a period one (1) month from its sending by Supplier to the Client. Client shall promptly return the signed Contract including said Service Order Form to Supplier.

 

 

 

3. SETUP OF MANAGED DIGITAL EVENTS

 

3.1 A minimum set-up period is required to ensure the completion of each Managed Digital Event.  Supplier will inform Client of such period on a case-by-case basis. The set-up period shall start upon Supplier's acceptance of the Client's order.

 

 

 

3.2 The Client shall in a timely manner provide Supplier, in writing, with all information Supplier requires and that is necessary to prepare the Managed Digital Event. Supplier shall not be liable for any consequences associated with the non-performance or defective performance of Managed Digital Events as a result of the Client’s failure to provide the necessary information to Supplier.

 

 

 

3.3 If the number of Participants connected to, or attempting to connect to, a Managed Digital Event exceeds the number of Participants expected and reserved for that Managed Digital Event, Supplier may deny additional connections and disconnect existing Participants.  

 

 

 

3.4 For any Managed Digital Event for which Supplier has been requested to be onsite, Client shall make available to Supplier and its Partners a synchronous high speed wired internet connection and analog phone connection within 5 feet of the Managed Digital Event location and meeting the minimum speed requirements as established by Supplier. In addition, the Client shall respect the network minimum flow constraints as established by Supplier and make available to Supplier and its Partners all necessary information for the provision of the Managed Digital Events.

 

 

 

3.5 Supplier and its Partners reserve the right to withdraw, suspend or discontinue any functionality or feature of the platform, provided that the platform continues to meet the specifications.

 

 

 

4. MODIFICATION OF SERVICES CHARGES

 

Supplier reserves the right to modify the Services  Charges subject to a sixty (60) day prior written notification to Client. Should Client refuse such modification, it shall be entitled to terminate the affected Digital Event(s) without any penalty, by written notice to Supplier within thirty (30) days from the date of receipt of said notification. Termination shall be effective on the date of application of the new Standard Charges. However, for firm subscriptions or in case Client has committed on a minimum volume, termination shall be effective only upon the term of such subscriptions or commitments.

 

                                   

 

5. REQUESTS TO CHANGE OR CANCEL A SUPPLIER MANAGED DIGITAL EVENT

 

Any request by Client to change or cancel a Managed Digital Event, including changing the date and/or time, capacity or type of Services requested, will be invoiced by Supplier at the price stated in the Contract or SOF. Supplier will use its best efforts to comply with any change request aligned to the agreed SLA, depending on the technical and human requirements imposed by the changes requested by Client.

 

 

 

6. MINIMUM VOLUME COMMITMENT

 

In case Client fails to meet the committed volume set out in the Service Order Form, Client shall pay Supplier the unused portion thereof at the end of the relevant period, without prejudice to any further rights and remedies Supplier may be entitled to.

 

Supplier will invoice Client for the amount still owed at the end of the commitment period, as well as at the end of each commitment period if such period is renewable.

 

 

 

7. TERM (MANAGED DIGITAL EVENT)

 

Notwithstanding clause 3 of the Standard Terms and Conditions, the Contract will be effective upon confirmation by Supplier of the reservation of the Managed Digital Event and will stay in force for the period necessary to perform the Services ordered by Client.

 

 

 

8.  ARCHIVING OF DIGITAL EVENTS

 

Upon Client's request, Digital Events may be recorded and archived for the term specified in the Service Order Form. All ongoing archiving will cease on the expiration or termination of the Contract. Client shall be responsible for recovering all accessible archives upon the expiration or termination of the Contract.

 

 

 

9.  LIABILITY

 

Subject to clause 9 of the Standard Terms and Conditions, Supplier's overall liability to the Client under or in connection with the Contract shall be limited to the amount (not including VAT) invoiced by Supplier for the relevant Digital Event.

 

 

 

10.                TERMINATION

 

Supplier may change its sales offer with respect to the Managed Digital Event subject to a ninety (90) days' prior information of such amendment to Client. Supplier will use its best efforts to offer equivalent services with similar functionalities. If Client refuses the amendment, Client may terminate the Service(s) affected, without penalty, by written notice to Supplier within fifteen (15) days from receipt of Supplier's notification. Such termination will be effective on the date when the above-mentioned changes become effective.

 

 

 

Client acknowledges that Supplier (i) has no obligation to store data, Digital Event archives or recordings beyond the period specifically stated in the Service Order Form and (ii) is authorized to delete and/or destroy all data and the Digital Events of Client after the end of such period, unless Client specifically requests otherwise.

 

 

 

11.               CLIENT SELF-MANAGED DIGITAL EVENT

 

11.1 If Client wants to manage or create a Self-Managed Digital Event, Supplier undertakes to provide Client with access to an Application Platform(s) Subscription, pursuant to a SOF.

 

 

 

11.2 Client is responsible for authorizing Users to log into, participate in or view a Client Self-managed Digital Event. Client shall not allow open access to dedicated Application Platform Subscription in such a way that a person without due authorization is able, directly or indirectly, to produce a Self-Managed Digital Event in breach of the Contract. 

 

 

 

11.3 Client has or will secure appropriate legal authorization or consent which may be necessary for use, recording, storage, processing and transfer of Content by Supplier and its Partners.

 

 

 

11.4 Client is fully liable for any damages arising out of or in connection with the Content. Client acknowledges that Supplier is not responsible for controlling or reviewing the legality of any Content provided by Client. Supplier responsibility is limited to offering and enabling the transmission of Content. Client hereby authorizes Supplier to remove or disable any data that is illegal, or in order to comply with a request from a law enforcement agency.

 

 

 

11.5 The access to the Application Platform Subscription shall be deemed activated upon the setup of Client account and Supplier or its Partner sending through email, the login credentials for the Client account (the Service Activation Date). Supplier will send Client the login credentials within ten (10) days from receipt of the SOF.

 

 

 

11.6, In case of minimum volume subscription commitment, and unless otherwise stated in the SOF, Client shall have twelve (12) months from the Service Activation Date (“Subscription Term”) to run all Self-Managed Digital Event included in the commitment. Unused Client Self-Managed Digital Event may not be run after the Subscription Term mentioned above.

 

In case Client overspent the number of committed Subscriptions in the SOF, Client Self-Managed Digital Events will be invoiced to Client based on the pricelist.

 

 

 

11.7 Any on-demand access to Digital Event shall terminate at the end of the Subscription Term.

 

 

 

11.8 Any additional Services, minutes, Users, on-demand access shall be invoiced monthly according to the price list.

 

 

 

v. April 2020