Consulting and Education Services Terms

1. Definitions

1.1 Affiliate: In relation to a Party, any entity that controls, is controlled by, or is under common control with such Party, where “control” denotes the legal ownership of at least a majority of the aggregate of all voting equity interests in such entity, as long as such control exists.

1.2 Confidential Information: Non-public information disclosed by or on behalf of a Party under or concerning this Agreement, identified as confidential at the time of disclosure or reasonably understood to be confidential or proprietary due to the nature of the information and/or the circumstances surrounding its disclosure. Exclusions from Confidential Information include information generally available to the public, information known to the receiving Party from a source other than the disclosing Party, independently developed information by the receiving Party, and information disclosed by the disclosing Party to a third party without an obligation of confidence. In any dispute concerning the applicability of these exclusions, the burden of proof will be on the receiving Party, with proof by clear and convincing evidence.

1.3 Consulting Services: Any consulting services rendered by Enterprise Data Insight (EDI) under these Terms and any applicable order form or statement of work (“SOW”).

1.4 Documentation: The current user documentation for the Enterprise Data Insight (EDI) Software, including license metrics, available at www.edatainsight.com/product-terms.

1.5 Education Services: Any training or education services provided by Enterprise Data Insight (EDI) under the terms of this Agreement and any applicable Order Form or Statement of Work. Education Services include, but are not limited to, Training Services, Training Courses, and Course Materials, as defined and described in the Education Services Offerings available at www.edatainsight.com/product-terms.

1.6 Export Control Laws: Export control laws and regulations of the U.S., E.U., and other governments, including regulations declared by the U.S. Department of the Treasury Office of Foreign Assets Control, the U.S. Department of Commerce, the Council of the E.U., and their counterparts under applicable law. This includes all end user, end-use, and destination restrictions imposed by such Export Control Laws.

1.7 Relevant Personal Data: Any Personal Data for which the Customer (and/or any Customer Affiliate) is the Data Controller and for which Enterprise Data Insight (EDI) (and/or any Enterprise Data Insight (EDI) Affiliate and/or subcontractor of Enterprise Data Insight (EDI)) is a Data Processor. This excludes personal data for which Enterprise Data Insight (EDI) or an Enterprise Data Insight (EDI) Affiliate is a Data Controller. The terms Personal Data, Processing (and its derivatives), Data Controller, Data Processor, and Data Subject shall have the meanings given to them under applicable data protection laws, including the General Data Protection Regulation (Regulation (EU) 2016/679), as amended from time to time, and all other relevant applicable laws.

1.8 Services: Consulting and Education Services collectively.

1.9 Software: The generally available release of Enterprise Data Insight (EDI) software, provided or made available to Customer, including updates thereto that Enterprise Data Insight (EDI) elects to make available at no additional charge, pursuant to a separate agreement between the Parties.

 

2. Provision of Consulting Services

2.1 Unless otherwise specified in the applicable order form or statement of work, Consulting Services will be provided on a time and materials basis and shall be limited to implementation, configuration, and Software enablement.

2.2 This Agreement and its terms shall constitute the entire agreement between the parties for the provision of Consulting Services, to the exclusion of any other terms and conditions, including those contained or referred to in any Customer purchase order or correspondence received by Enterprise Data Insight (EDI) before or after the date of this Agreement.

2.3 Any changes to the terms of this Agreement must be made in writing and executed by both Parties.

2.4 Consulting Services are priced based on the currency and location of purchase and may only be used by the Customer entity that purchases such Consulting Services and in such location. No refunds or credits shall be provided for any unused prepaid Consulting Services following either the expiration of the Consulting Services term as identified in the applicable order form or statement of work, or upon termination of the Agreement by Customer or Enterprise Data Insight (EDI) for Customer’s breach of the Agreement. If no term is identified in an order form or statement of work, any prepaid Consulting Services will expire twelve (12) months from the date the order is placed.

2.5 Consulting Services undertaken between 6pm and 6am Monday to Friday, or on Sundays, weekends, or statutory/public holidays, will be charged at 200% of the quoted daily rate, or 150% if on Saturdays, respectively.

2.6 Consulting Services may be provided at the facilities of Enterprise Data Insight (EDI), its subcontractors, or Customer. A minimum of 1⁄2 day (4 hours) will be charged for all work at Customer’s facilities. Remote Consulting Services provided via phone, email, or remote access to Customer’s site will be charged at the standard hourly rate.

2.7 Unless otherwise specified in an order form or statement of work, fees for Consulting Services do not include expenses. Customer shall reimburse Enterprise Data Insight (EDI) for actual, necessary, and reasonable travel expenses incurred by Enterprise Data Insight (EDI). Enterprise Data Insight (EDI) shall provide copies of receipts for any expenses equal to or greater than twenty-five US dollars ($25.00) or its equivalent for verification purposes.

 

3. Provision of Education Services

3.1. Payment

a. Proof of payment is required for all Education Services. Payment for all Education Services may be made by pre-purchased training cards (“Training Cards”). For Education Services other than CAT Services, payment may also be made by direct credit card payment, or at Enterprise Data Insight (EDI)’s discretion, upon Enterprise Data Insight (EDI) invoice. Payment shall be remitted to Enterprise Data Insight (EDI) in accordance with Section 3 above.

3.2. Training Cards

a. Purchase and Redemption: Training Cards are purchased by Customers in the currency of the Customer’s location and may only be used by the Customer entity that purchased such Training Card. Training Cards are nonrefundable and cannot be exchanged for cash or other Training Cards. Upon purchase, a Training Card shall be activated by Enterprise Data Insight (EDI) and identified by a specific Training Card number. All Training Courses and Training Services paid for via a Training Card will incur the applicable reduction in the value of such Training Card equal to the value of Training Courses or Training Services ordered at the time of registration or payment. If the charge for a Training Course or Training Service exceeds the unused amount connected with Customer’s Training Card, Customer shall be responsible for payment of the additional charges.

b. Validity Period: Amounts purchased on any Training Cards are valid for twelve (12) months from the date of purchase (“Training Card Term”). Unused amounts on a Training Card must be used for Training Courses occurring during the Training Card Term. At the end of the Training Card Term, any remaining, unused amounts shall expire and be forfeited. No refunds shall be provided for any remaining, unused value on any Training Card following expiration. Customers may add value to any Training Card at any time, with a new Training Card Term applying to the added value. Training Cards cannot be transferred or assigned to any affiliate or third party.

3.3. Training Courses Availability; Registration of Participants, Cancellation, and Rescheduling

a. Availability and Registration: All Training Courses are subject to space availability and Enterprise Data Insight (EDI)’s scheduling requirements. Customer must promptly complete all registration or information forms required for any Training Course. Prior to the start date of any Private or Onsite Training Course, Customer must provide Enterprise Data Insight (EDI) with the list of participants scheduled to attend. If a scheduled participant is unable to attend, Customer may substitute another participant upon prior written notice to Enterprise Data Insight (EDI).

b. Cancellation and Rescheduling: Cancellations and requests to reschedule Public Classroom, Private Classroom, Onsite Classroom, Virtual Private, or Virtual Public Classroom Training must be made at least ten (10) business days prior to the Training Course start date for a full refund (excluding nonrefundable Enterprise Data Insight (EDI) Expenses). No refunds or credits will be granted if the request is made less than ten (10) business days prior to the Training Course start date. Cancellation of any training class purchased as part of a bundle (such as Enterprise Data Insight (EDI) Continuous Classroom) will result in the fees being placed on a Training Card that expires one year from the bundle purchase date.

c. Enterprise Data Insight (EDI) Discretion: Enterprise Data Insight (EDI) reserves the right to reschedule or cancel a Training Course due to low enrollment or unforeseen circumstances. Customer shall receive a full credit for the course fees, valid until the expiration of the Training Card Term or within ninety (90) days of notice of cancellation or rescheduling, whichever is later. Enterprise Data Insight (EDI) shall not be liable for non-refundable travel arrangements made by Customer due to course rescheduling or cancellation.

3.4. Certification Vouchers

a. Issuance and Redemption: Each Certification Voucher is valid for one (1) Certification Exam attempt by a named individual. Certification Vouchers may only be applied to Certification Exams and cannot be used for any other Education Services or exchanged for cash. Certification Vouchers have an expiration date, after which they shall expire and be forfeited. Certification Vouchers cannot be transferred or assigned to any affiliate or third party.

 

4. Duties of Customer

4.1. Cancellation

Customer acknowledges and agrees that any Consulting or Education Services provided at Customer’s location have been reserved specifically for Customer. No refunds will be given for any cancellation made within less than ten (10) days of the scheduled start date. Customer must pay any non-refundable and/or non-cancellable expenses incurred or committed to by Enterprise Data Insight (EDI), including air travel, if any on-site Services are rescheduled or cancelled with less than ten (10) business days’ notice. Rescheduling of any such Services is subject to availability of Enterprise Data Insight (EDI) personnel, with no commitment or guarantee of accommodation by Enterprise Data Insight (EDI).

 

5. Payment

Customer shall pay any fees due as per the payment terms outlined in an Order Form or Statement of Work, or within thirty days from receipt of invoice if no specific terms are provided. Payments are non-cancelable, non-refundable, and non-creditable, with no right of offset or suspension, unless otherwise expressly provided in this Agreement. Payments are not contingent on the issuance of a purchase order by Customer. Late payments shall incur interest at the rate of the lower of one and one-half percent (1.5%) per month or such lower rate as mandated by applicable law. Fees specified on an Order Form or SOW do not include travel and expenses, taxes, public fees, duties, deductions, or withholdings (“Taxes”). Customer is responsible for all travel or out-of-pocket expenses incurred by Customer’s personnel participating in any Training Course.

5.1 Cooperation and Responsibility

a. Customer (and its staff) shall reasonably cooperate with Enterprise Data Insight (EDI) in the performance of Consulting Services and/or provision of Education Services. Customer shall provide necessary information, feedback, instructions, consents, equipment, and access to premises to enable timely performance of Services by Enterprise Data Insight (EDI). Customer is responsible for the completeness and accuracy of all information, data, and material provided to Enterprise Data Insight (EDI).

b. Customer shall make reasonable efforts to anonymize Relevant Personal Data provided to Enterprise Data Insight (EDI) and grant access to such data only as necessary for Services. Customer warrants having necessary consents of Data Subjects under applicable data protection laws for transfer to Enterprise Data Insight (EDI) and/or its Affiliates and/or its Subprocessors for Processing.

c. Customer acknowledges that time frames in SOWs are estimates, and time is not of the essence. Customer will be invoiced for actual time spent in providing Consulting Services.

5.2 Damage Prevention and Data Security

a. Customer shall make efforts to avoid and reduce damages, maintain regular data backups, and conduct security checks to defend against viruses and other disruptive programs within its IT system.

5.3 Site Services and Feedback

a. If Enterprise Data Insight (EDI) provides Services at Customer’s site, Customer must carry public liability and employers’ liability insurance, and comply with Enterprise Data Insight (EDI) Policies. Enterprise Data Insight (EDI) reserves the right to refuse admission to any participant not compliant with Enterprise Data Insight (EDI) Policies.

b. Customer shall provide timely Feedback to Enterprise Data Insight (EDI) after each Training Course or applicable Training Service. Contributions provided to Enterprise Data Insight (EDI) will be deemed confidential and proprietary property of Enterprise Data Insight (EDI), which has the right to use, modify, and exploit Contributions without liability or obligation to Customer.

 

6. Intellectual Property; Evaluation; Usage

6.1 Consulting Services

Customer retains rights to proprietary data (“Customer Data”) used with the Software. Enterprise Data Insight (EDI) retains rights to Software, deliverables, and improvements resulting from Consulting Services, granting Customer a non-exclusive license to use deliverables in connection with Software.

6.2 Education Services

a. Enterprise Data Insight (EDI) may provide participants with evaluation versions of software for Training Courses, which terminate after course conclusion. Attendance at a Training Course does not grant any license to Enterprise Data Insight (EDI) Software.

b. Enterprise Data Insight (EDI) grants Customer limited rights to use Course Materials solely for training and education, prohibiting copying, disclosure, modification, or transfer of Course Materials. All rights to Education Services and associated intellectual property remain with Enterprise Data Insight (EDI).

c. Certain Education Services require sufficient Internet access, for which Enterprise Data Insight (EDI) is not responsible in case of user inability or network failures.

These terms and conditions govern the relationship between Customer and Enterprise Data Insight (EDI) regarding the provision and payment of Consulting and Education Services.

 

7. Warranty

7.1 Enterprise Data Insight (EDI) assures that Consulting Services and Education Services will be executed with reasonable care and skill, consistent with industry standards. Customer must inform Enterprise Data Insight (EDI) of any warranty claim within thirty (30) calendar days of receiving the Services. The exclusive remedy for any breach of this warranty is for Enterprise Data Insight (EDI), at its discretion and expense, to either re-perform the non-conforming Services or refund the fees paid for the non-conforming Services. Customer must provide reasonable assistance to facilitate the remedy for any breach of this warranty.

7.2 Enterprise Data Insight (EDI) is not liable to Customer for any warranty claim if the issue arises from: (i) Customer’s use of the Software not in accordance with the Documentation; (ii) modification of the Software by anyone other than Enterprise Data Insight (EDI) or its authorized subcontractors; or (iii) use of the Software with other software or equipment not supported by Enterprise Data Insight (EDI) as per the Documentation.

7.3 EXCEPT AS EXPRESSLY STATED IN SECTION 6.1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENTERPRISE DATA INSIGHT (EDI) DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. ENTERPRISE DATA INSIGHT (EDI) DOES NOT WARRANT THAT THE SERVICES WILL BE FREE FROM DEFECTS OR OPERATE UNINTERRUPTED OR ERROR-FREE. FURTHER, ENTERPRISE DATA INSIGHT (EDI) DOES NOT WARRANT THAT THE COURSE MATERIALS, TRAINING SERVICES, OR TRAINING COURSES WILL MEET CUSTOMER’S REQUIREMENTS OR BE ERROR-FREE.

 

8. Liability and Disclaimers

8.1 EXCEPT AS SPECIFIED: (I) IN THE EVENT OF DEATH OR PERSONAL INJURY DUE TO NEGLIGENCE; (II) IN EACH PARTY’S INDEMNIFICATION OBLIGATIONS; (III) CUSTOMER’S VIOLATION OF ENTERPRISE DATA INSIGHT (EDI)’S INTELLECTUAL PROPERTY RIGHTS; OR (IV) CUSTOMER’S FAILURE TO COMPLY WITH EXPORT CONTROL LAWS, EACH PARTY’S MAXIMUM LIABILITY FOR ANY CLAIMS, LOSSES, COSTS, AND DAMAGES ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO THE FEES PAID BY CUSTOMER. ANY ACCESSIBLE TRAINING TENANT IS PROVIDED “AS-IS” WITHOUT WARRANTY, AND ENTERPRISE DATA INSIGHT (EDI) HAS NO LIABILITY EXCEPT WHERE PROHIBITED BY LAW, IN WHICH CASE LIABILITY IS LIMITED TO $1,000.

8.2 IN NO EVENT WILL ENTERPRISE DATA INSIGHT (EDI), ITS AFFILIATES, OR SUBCONTRACTORS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF SAVINGS, PROFITS, DATA, GOODWILL, OR REPUTATION, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF ENTERPRISE DATA INSIGHT (EDI) CANNOT DISCLAIM A WARRANTY OR LIMIT ITS LIABILITY, THE SCOPE OF SUCH WARRANTY AND LIABILITY WILL BE MINIMIZED UNDER APPLICABLE LAW.

 

9. Confidentiality

Both Parties shall protect each other’s Confidential Information with a reasonable degree of care. The receiving Party shall not use Confidential Information beyond the Agreement’s scope or disclose it except as required by law. Confidentiality obligations continue for three (3) years after Agreement termination, or for as long as Confidential Information remains a trade secret. The Parties acknowledge that the Software and pricing information are Enterprise Data Insight (EDI)’s Confidential Information.

 

10. Termination

10.1 This Agreement remains effective until the completion, expiration, or termination of all Consulting or Education Services. Unless otherwise agreed in writing, Customer is responsible for payment to Enterprise Data Insight (EDI) for all Services provided through the effective date of termination, along with any resulting costs and expenses.

10.2 Either Party may terminate this Agreement due to a material breach by the other Party, provided such breach remains unremedied for thirty (30) days after receiving written notice (ten (10) days for non-payment). In case of termination due to breach, Customer is liable for payment for all Services provided and expenses incurred until the termination date.

10.3 Sections 2-3 and 5-10 inclusive survive any termination of this Agreement.

 

11. General

11.1 Enterprise Data Insight (EDI) and Customer are independent contractors, and nothing in this Agreement creates a partnership, joint venture, or agency relationship between them. Enterprise Data Insight (EDI) personnel engaged for Services do not become Customer employees.

11.2 Neither Party is liable for delays or failures in performing obligations under this Agreement due to circumstances beyond their reasonable control, including acts of God, strikes, internet failures, acts of terrorism, or natural disasters.

11.3 Customer may not assign this Agreement without Enterprise Data Insight (EDI)’s prior written consent. Enterprise Data Insight (EDI) may delegate Services to its affiliates or third parties, remaining liable for their actions.

11.4 This Agreement is governed by the laws of the jurisdiction specified in the Enterprise Data Insight (EDI) Customer Agreement or as otherwise stated herein.

11.5 Disputes arising from this Agreement will be resolved through arbitration or the courts specified in the Enterprise Data Insight (EDI) Customer Agreement or as stated herein.

11.6 Both Parties waive the right to a jury trial for disputes related to this Agreement.

11.7 Customer acknowledges that Enterprise Data Insight (EDI) may suffer irreparable harm from a breach of this Agreement and agrees that Enterprise Data Insight (EDI) may seek injunctive or equitable relief.

11.8 Notices regarding default, breach, or violation of this Agreement by Enterprise Data Insight (EDI) must be delivered in writing to the address specified herein.

11.9 If any provision of this Agreement is invalid or unenforceable, it shall be modified to the extent necessary, and the remaining provisions shall remain in full force and effect.