Subscription conditions

TPSC Cloud™

Subscription conditions Subscription conditions version 3.2

Download the Subscription conditions as PDF file. 

 

HAVING UNDERSTOOD:

whereas TPSC offers TPSC Cloud™ via Public Cloud Infrastructure to its Customers;

whereas Customer wishes to use the TPSC Cloud™ via Public Cloud Infrastructure and other Services delivered by TPSC and wishes to enter into this agreement with TPSC;

whereas Customer is permitted to license Applications from TPSC and from third party Application Providers which can interoperate with the TPSC Cloud™.

 

1. DEFINITIONS

"Applications" means online and offline software products that interoperate with TPSC Cloud™, limited to those licensed to Customer

"Application Provider" means TPSC or any other applicable third party licensor or owner of the Application licensed to Customer

"Client Software" means offline Applications, such as Cloud Connector, that are provided by TPSC and that interoperate with TPSC Cloud™.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Process Data" means all electronic data or information submitted by Customer and/or third parties into the TPSC Cloud™ and Applications.

"Public Cloud Infrastructure" means computer infrastructure – typically a platform virtualization environment – as a service, along with storage and networking, provided by third-party provider as a Third Party Service

"Services": All TPSC Services and/or Third Party Services provided by TPSC, the resulting provisions and related activities. Regarding this Subscription it means Client Software, TPSC Cloud™, Applications, Public Cloud Infrastructure, as further described in the Order Form.  

"Third Party Services":  All products and services, such as the Public Cloud Infrastructure, provided by TPSC, the resulting provisions and related activities, which originate from third parties and whose intellectual property rights, industrial property rights and other rights are not held by TPSC.

"Third Party General Conditions" means the delivery conditions, license conditions, warranty conditions or other conditions regarding the relevant Third Party Services.

TPSC (The Patient Safety Company): Grecom International B.V., having its principal place of business at Alkmaar, the Netherlands

"TPSC Services":  All products and services, such as TPSC Cloud™ (software), provided by TPSC, and the resulting provisions and related activities which do not originate from third parties and whose rights are held by TPSC.

"Users" means individuals who are authorized by Customer to use TPSC Cloud™ and who have been supplied user identifications and passwords by Customer. Users may include but are not limited to employees, consultants, contractors and agents, and third parties with which Customer transacts business.

"User Guide" means the online tutorials about TPSC Cloud™ as updated from time to time.

 

2. PURCHASED SERVICES

2.1. Provision of Purchased Services. TPSC shall make the Services purchased by Customer available to Customer pursuant to this Agreement during the subscription term as stated in the Order Form.

 

3. USE OF TPSC CLOUD™

3.1. TPSC’s Responsibilities. TPSC shall make commercially reasonable efforts to make TPSC Cloud™ and licensed Applications via Public Cloud Infrastructure available 24 hours a day, 7 days a week, except for: (a) planned downtime (which TPSC shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday C.E.T.), or (b) any unavailability caused by circumstances beyond the reasonable control of TPSC, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Customer’s employees), failures or delays of Third Party Services, Internet service provider failures or delays, or denial of service attacks, explosions, electricity failures, network failures, lack of materials, theft and/or transportation problems.

3.2.  Protection of Process Data.  TPSC shall maintain appropriate protection of the security, confidentiality and integrity of Process Data as further described in the document ‘Reliable Infrastructure’.

3.3. Customer’s Responsibilities. Customer shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Process Data and of the means by which Customer acquired Process Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of TPSC Cloud™, and notify TPSC promptly of any such unauthorized access or use, and (iv) use TPSC Cloud™ and Applications only in accordance with the User Guide and applicable laws and government regulations, (v) Customer will ensure and is entirely responsible for fulfilling the necessary license conditions in order to let installation and/or implementation of Applications take place legally. Customer shall not (a) make TPSC Cloud™ available to anyone other than Users, (b) sell, resell, rent or lease TPSC Cloud™, (c) use TPSC Cloud™ to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use TPSC Cloud™ to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of TPSC Cloud™ or third-party data contained therein, or (f) attempt to gain unauthorized access to TPSC Cloud™ or their related systems or networks.

 

4. APPLICATIONS

4.1. Acquisition of Applications. Application Providers may from time to time make Applications available to Customer.  Any acquisition of a license by Customer of such Applications, is solely between Customer and the Application Provider. TPSC does not warrant nor support Applications, whether or not they are designated by TPSC as “certified” or otherwise, except as agreed upon in writing. 

4.2. Applications and Process Data. If Customer installs or enables Applications for use with TPSC Cloud™, Customer acknowledge that TPSC may allow those Applications to access Process Data as required for the interoperation of such Applications with TPSC Cloud™. TPSC shall not be responsible for any disclosure, modification or deletion of Process Data resulting from any such access by those Applications.

4.3 Applications, TPSC Cloud™ and Public Cloud Infrastructure.  If Customer installs or enables Applications for use with Services, Customer authorizes TPSC to host, copy, transmit, display and adapt such Applications and program code, solely as necessary for TPSC to provide TPSC Cloud™ in accordance with this Agreement.  Subject to the above, TPSC acquires no right, title or interest from the relevant Application Provider under this Agreement in or to such Applications, including any intellectual property rights therein.

4.4. Integration. The TPSC Cloud™ may contain features designed to interoperate with other applications.  To use such features, Customer may be required to obtain access to such applications from their providers.  If the provider of any such application ceases to make the application available for interoperation with the corresponding Application or TPSC Cloud™ on reasonable terms, TPSC may cease to provide such features without entitling Customer to any refund, credit, or other compensation.

 

5. THIRD PARTY SERVICES

5.1. Make use. TPSC has the right to make use of Third Party Services, such as Public Cloud Infrastructure, in fulfilling its obligations flowing forth from the agreement.

5.2 Third Party General Conditions. Regarding the Third Party Services delivered to Customer, the Third Party General Conditions will be applicable to the agreement in addition to these conditions. Third Party General Conditions shall, when available to TPSC, be provided on request. Third Party General Conditions will be delivered in the same format and language as received by TPSC. Third Party General Conditions have priority over the other conditions of TPSC regarding the relevant Third Party Service unless indicated otherwise. When there is conflict between the other conditions of TPSC and Third Party General Conditions, TPSC has the right to declare the conflicting terms of the Third Party General Conditions inapplicable or applicable.

5.3 Provision. With regard to Third Party Services delivered, TPSC will provide these Third Party Services under, at most, the same conditions as provided for in the Third Party General Conditions; the warranty under the same terms and conditions as indicated in the Third Party General Conditions et cetera.

 

6. FEES AND PAYMENT FOR SERVICES PURCHASED

6.1. Fees. Customer shall pay all fees specified in the Order Form. Payment obligations are non cancelable and fees paid are non refundable. Subscription fees are based on yearly periods that begin on the subscription start date and each yearly anniversary thereof.

6.2. Invoicing and Payment. Customer will provide TPSC with valid purchase order or alternative document reasonably acceptable to TPSC. Charges shall be made in advance, on an annual basis. TPSC will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due 30 days from the invoice date. Customer is responsible for timely providing complete and accurate billing and contact information to TPSC and notifying TPSC of any changes to such information.

6.3. Overdue Charges. If any charges are not received from Customer by the due date, then at TPSC’s discretion, (a) the system will be taken offline and to reactivate it, a fixed cost of €500,- will be charged (see 6.4 Suspension of Service and Accelaration), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) TPSC may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).

6.4. Suspension of Service and Acceleration. If any amount owing by Customer under this or any other agreement for TPSC’s services is 30 or more days overdue, TPSC may, without limiting TPSC’s other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend TPSC’s services to Customer until such amounts are paid in full.  TPSC will give Customer at least 7 days’ prior notice that Customer’s account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending services to Customer.

6.5. Payment Disputes. TPSC shall not exercise TPSC’s rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) if Customer is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6.6. Taxes. Unless otherwise stated, TPSC’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. If TPSC has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides TPSC with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, TPSC is solely responsible for taxes assessable against it based on TPSC’s income, property and employees.

 

7. PROPRIETARY RIGHTS

7.1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, TPSC reserves all rights, title and interest in and to Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

7.2. Restrictions. Customer shall not (i) permit any third party to access Services except as permitted herein or in an Order Form, (ii) create derivative works based on TPSC Cloud™ except as authorized herein, (iii) copy, frame or mirror any part or content of TPSC Cloud™, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes, (iv) reverse engineer TPSC Cloud™ or Applications (v) give other parties access to TPSC Cloud™ in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of TPSC Cloud™.

7.3. Process Data.  Subject to the limited rights granted by Customer hereunder, TPSC acquires no right, title or interest from Customer or Customer’s licensors under this Agreement in or to Process Data, including any intellectual property rights therein.

7.4. Suggestions. TPSC shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into TPSC Cloud™ any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of TPSC Cloud™.

 

8. CONFIDENTIALITY

8.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information shall include Process Data;  TPSC’s Confidential Information shall include TPSC Cloud™ and other TPSC Services ; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Process Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

8.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.  Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than their legal counsel and accountants without the other party’s prior written consent.

8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.ation.