Product Supplemental Provisions

1.1. For the purpose of these Supplemental Provisions, all terms written with a capital letter, shall have the meaning given to them in the General Terms, unless specifically stated otherwise in these Supplemental Provisions or the context clearly requires otherwise. In case of contradicting clauses, the Supplemental Provisions will take precedence over the General Terms.

1.2. All the various chapters of these Supplemental Provisions apply dependent on the scope of the Product/Services appealed on by the Customer as described in the Proposal.

1.3. Deviations from these Supplemental Provisions are only possible in case they have been agreed upon in writing by WORKPLACED in accordance with the General Terms.

1.4. Any aspect of the Agreement between the Parties which is not addressed in these Supplemental Provisions, will be governed by the applicable clause in the General Terms.

General

2.1. During the Initial Term and the Renewal Term and subject to timely payment by the Customer of all applicable Fees, WORKPLACED will make the Software available to the Customer in accordance with the provisions of the Agreement.

2.2. WORKPLACED grants the Customer a non-exclusive, non-transferable, non-sublicensable license to use the Software in accordance with the provisions of the Agreement.

2.3. The Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services (including but not limited to any appropriate protection of passwords that are made available by WORKPLACED) and notify WORKPLACED immediately without undue delay and to the maximum permitted no later than twelve (12) hours after obtaining knowledge of such unauthorized use.

2.4. Nothing in the Agreement between the Parties shall be construed to require WORKPLACED to provide for, or bear any responsibility with respect to any telecommunications or computer network hardware required by the Customer to have access to access the internet.

Restrictions on the use of the Software

2.5. The Customer agrees that it cannot by itself, through any parent, subsidiary, Affiliated Company, agent, (sub)contractor or other Third Party:

• (i) Use the Services other than for the Customers internal business purposes and only as expressly authorized in the Agreement between the Parties;
• (ii) Sell, lease, commercialize, rent (except for internal cost allocation purposes), display, license, transfer, provide, disclose or otherwise make available to, or permit the access to the Software and the Services, in whole or in part, to any Third Party, whether or not an Affiliated Company of the Customer, except as expressly permitted in the Agreement between the Parties, or otherwise use the Services on an “office services” basis;
• (iii) Modify the Software and Services or develop any derivative works based on the Software and the Services, without the prior notice and consent of WORKPLACED, except for interfaces or links to Customer applications;
• (iv) Decompile, assemble, reverse engineer or attempt to reconstruct underlying user interface techniques by any means whatsoever, or disclose any of the forgoing to any and every Third Party;
• (v) Encumber or suffer to exist any lien or security interest on the Software;
• (vi) Take any action, or fail to take any action that would either cause or prevent (whichever applicable) the Software or any corresponding documentation to be placed in the public domain;
• (vii) Remove, hide or alter any copyright notice or other proprietary notice on any of the Software;
• (viii) Use the Software for illegal activities; and
• (ix) Undertake any action that may impact the stability and/or performance of the Software, including but not limited to PEN-testing and/or load-testing.

In no event shall WORKPLACED be under any obligation to address the results of the PEN-testing executed by the Customer.

2.6. Upon request from WORKPLACED, the Customer will provide WORKPLACED with all reasonable information to prove the Customers compliance with the obligations stated herein. Refusal to provide WORKPLACED with said information, entitles WORKPLACED to suspend its obligations and/or the Customer’s usage rights granted under the Agreement by written notice to the Customer, until receipt of the requested information.

3.1. The Customer agrees to pay the Fees in accordance with the price schedules in the Proposal. The Fees shall include Remedial Maintenance as covered by the services levels as set forth in chapter 4 of these Supplemental Provisions. General Support will be charged to the Customer on a time and material basis at a cost as set forth in the Proposal or the Agreement.

Any additional fees for professional services (e.g. implementation services, consultancy, project management, and other) shall be separately invoiced on a monthly basis and based on the provisions as set forth in the Proposal and/or the Agreement, unless agreed otherwise in writing.

3.2. The Customer may, at any time during the Initial Term or Renewal Term order additional licenses for an additional number of users at the applicable rates at the time of said additional order.

3.3. In case of an increase in the number of users, and/or the provision of additional services, a regularization invoice will be issued at the end of the month or immediately if generated through the website, thus taking into account the new sizing. This regularization will be calculated pro rata temporis. The scalability will then be integrated thereafter within the period of repayment, provided in the reference invoice.

4.1. The Customer acknowledges that WORKPLACED is entitled to perform an audit to control the actual use of the Software as well as for purposes of evaluating the Customer’s compliance with the provisions set forth in the General Terms and Supplemental Provisions. The Customer is under no circumstances whatsoever entitled to refuse WORKPLACED to carry out said audit.

4.2. In case the Customer refuses WORKPLACED to carry out the audit, or acts in such a way as to make the performance of said audit more difficult or impossible, WORKPLACED reserves the right to terminate the Agreement in accordance with the General Terms, without prejudice to any and every right WORKPLACED may exercise according to or is granted by the Law or the Agreement between the Parties.

4.3. In case this audit proves, that the Customer materially violated any of its obligations under the General Terms and/or the Supplemental Provisions, the Customer agrees to:

• (i) Pay all costs and expenses WORKPLACED has made with regard to said audit; and
• (ii) Retroactively pay all losses of license costs and administrative costs and other measures foreseen by the applicable legislation.

These remedies are without prejudice to any and every right of WORKPLACED to terminate the Agreement with the Customer, without prejudice to claim any indemnification resulting therefrom.

5.1. In addition to the definitions provided in the Agreement, these definitions apply in relation to service levels between WORKPLACED and the Customer.

6.1. During the term of the Agreement between the Parties, WORKPLACED shall ensure that the Software is available to the Customer 95% of the time, as calculated on a monthly basis and excluding the Scheduled Downtime and Unscheduled Downtime.

7.1. WORKPLACED will carry out Maintenance.

7.2. Updates to current versions and releases of new versions can be provided by WORKPLACED at its sole discretion. The availability and cost of such upgrades, updates and releases are agreed upon and set out in detail in the Proposal and/or the Agreement between the Parties.

7.3. Scheduled Downtime as a result of Maintenance is communicated by WORKPLACED to the Customer at least five (5) Working Days in advance of the start of such Scheduled Downtime.

8.1. Provided the Customer has timely paid all Fees, WORKPLACED shall, during the term of the Agreement, provide Remedial Maintenance.

8.2. WORKPLACED shall use its reasonable efforts to investigate and perform Remedial Maintenance, provided that (i) Maintenance shall only be provided for as long as the Customer is using the Software in accordance with the Supplemental Provisions, (ii) WORKPLACED shall have no obligation to rectify an Error not caused by the Software, and (iii) the Error can be reproduced.

Before reporting an Incident to WORKPLACED, the Customer shall

• (i) make all reasonable efforts to determine whether the Incident is due wholly or partly to the use of the Software in a manner for which it was not designed;
• (ii) provide WORKPLACED with all relevant information when reporting an Incident, including, without limitation, the name of the person reporting the Incident, the date of the Incident and a description of the Incident and such other diagnostic information as may be agreed between the Parties;
• (iii) provide all reasonable assistance to WORKPLACED necessary to reproduce and demonstrate the Incident;
• (iv) supply WORKPLACED with all documentation, test cases, sample data and anything else reasonably required by WORKPLACED to investigate and rectify the reported Incident; and
• (v) notify WORKPLACED as soon as possible after the occurrence of any Incident that requires Remedial Maintenance.

9.1. Any service that is performed under this chapter by WORKPLACED but which is not included in the Remedial Maintenance mentioned, shall be considered as ‘out of scope services’ and shall be charged to the Customer on a time and material basis at then current applicable Fees of WORKPLACED.

General Support includes but is not limited to (non-exhaustive list):

• (i) Advice on how to use, configure or administer the Software;
• (ii) Advice on how to rectify problems in areas other than the Software (such as but not limited to the modifications and/or enhancements made to the Software) which have led to the Software being unable to be used;
• (iii) Changed specification, request for change, and impact analysis;
• (iv) The provision, upon Customer’s request, of documentation relating to the work performed by WORKPLACED in respect of General Support;
• (v) Advice on how to rectify Errors that are attributable to (i) accidents, misuse, negligence or failure of the Customer to follow instructions for proper use of the Software, (ii) failure by the Software to comply with environmental specifications, (iii) improper configuration of the Software other than an improper configuration performed in accordance with WORKPLACED’ specifications;
• (vi) All information updating actions, such as but not limited to import and conversion of data;
• (vii) Any works regarding the completeness and reliability of the data files of the Customer;
• (viii) Support of Customer-specific Software customizations not subject to prior examination and reporting;
• (ix) User account management and access control;

9.2. Upon termination of the Agreement for whatever reason, WORKPLACED shall be entitled to promptly cease to provide all Remedial Maintenance to the Customer.

10.1. The Customer shall appoint one or more representatives that are authorized to request Remedial Maintenance. The Customer may replace its authorized representative from time to time by prior Notice to WORKPLACED (including by e-mail to the designated e-mail address). Whenever the Customer requires WORKPLACED to perform Remedial Maintenance pursuant to the provisions of this SLA, the Customer shall submit a request by means of its authorized representative.

10.2. The Software contains an online service desk to report Incidents (i.e. the WORKPLACED support platform). In the event the Customer would have no access to the online service desk the Customer can contact WORKPLACED by e-mail. WORKPLACED shall notify the Customer of any changes to the service desk contact details.

10.3. The Customer shall use the WORKPLACED support platform when communicating messages to WORKPLACED and reporting Incidents to the service desk, providing the necessary diagnostic information as per the terms of this SLA. WORKPLACED will reply via the support platform as per response times defined in this terms document. In the event the WORKPLACED Incident reporting tool is unavailable, the Customer shall provide WORKPLACED with an electronic Incident report by e-mail, which, provided it contains the required diagnostic information, shall be treated by WORKPLACED as if it had been provided via the Incident reporting tool. In this case, WORKPLACED shall reply the provider of the Incident report as per response times defined in this terms document.

10.4. The service desk contact details are as follows (as may be updated from time to time by WORKPLACED): E-mail: support@workplaced.com

11.1. This chapter contains and governs the guidelines, conditions and modalities with regard to the Services ordered by the Customer via the Proposal and/or any other (superseding) agreement between the Parties.

12.1. The Customer will appeal to WORKPLACED in writing to request the provision of Services by WORKPLACED.

12.2. WORKPLACED will provide the Services as described in the Proposal or in the Agreement. Each and every Proposal and/or Agreement between the Parties must contain a detailed description of the agreed upon Services ordered by the Customer, together with an estimated time-schedule, worksheet and any other relevant information.

12.3. After full delivery and execution of the Services, if the Customer believes the Services were not executed in accordance with the Proposal, the Customer will notify WORKPLACED of any suggestions, objections and reservations to WORKPLACED within five (5) Working Days following the e-mail notification from WORKPLACED. WORKPLACED will then take all steps it deems appropriate to remediate said objections and reservations.

12.4. In case the Customer does not notify WORKPLACED of any objections and/or reservations within the above-mentioned timeframe, the Services will be deemed to have been executed and provided to the satisfaction of the Customer, who will thus have forfeited her right to claim for mal-execution of the Service.

13.1. The Customer will mobilize the required domain experts to assist in decision making and approvals for the services offered. These experts will prepare workshops to provide input during the workshop about the Customer context and specific requirements.

13.2. All decisions, validations and approvals by the Customer are made within two (2) Working Days in order not to jeopardize the planned timing of the project as described in the Proposal.

13.3. The Customer is responsible for executing and managing the user communications and other change management activities.

13.4. If required, the Customer will make process documentation of the process blueprint.

Workplace Consultancy

13.5. For any professional services as workplace consultancy, if applicable and agreed upon, a weekly status meeting will be held. Furthermore, the project steering group will meet on a monthly basis, if applicable and agreed upon.

Project management

13.6. The provided planning for project management professional services is an estimate and should be reviewed at the start of the project.

13.7. The provided planning does not account for unplanned illness, leave or other unforeseen circumstances.

Change of scope

13.8. If at any time either Party does not meet deadlines outlined within the agreed upon project schedule (the “Project Schedule”) attached to the Agreement or Proposal, Customer and WORKPLACED both agree and acknowledge the following may occur:

• (i) The Project Schedule will be revised to accommodate any delays, and a new Project Schedule will be drafted by the WORKPLACED project manager and approved by appropriate Customer and WORKPLACED representatives;
• (ii) If delays are extensive, project resources will be reallocated to other engagements; and
• (iii) Fees for additional work or extension of resources may be incurred.

During the project, if WORKPLACED determines or could reasonably determine any Customer actions or directions constitute a requirement to perform additional work, not otherwise specified in the Agreement and/or the Proposal, WORKPLACED shall notify the Customer within thirty (30) days that the Customer has requested WORKPLACED to perform additional work.

14.1. The rates for the Services are provided in the Proposal.

14.2. WORKPLACED will provide notice of any requested travel that will occur on a non-Working Day (weekend or public holiday). In the event the Customer cancels or reschedules any requested travel with less than thirty (30) Working Days of notice prior to the scheduled travel date, the Customer is responsible for up to fifty percent (50%) of any additional fees associated with the rebooking or cancelling of arrangements.

In the event the Customer cancels or reschedules any travel with less than seven (7) Working Days of notice prior to the scheduled travel date, the Customer is responsible for up to hundred percent (100%) of any additional fees associated with the rebooking or cancelling of arrangements. If applicable, travel time is calculated as the time between departures from WORKPLACED premises, local airport or home office and arrival at destination address, as determined by both Parties prior to departure, and destination airport.

14.4. In case of overtime outside the Working Hours, the applicable rate is multiplied by 1.5 (resulting in 150%) during evenings and Saturdays, and multiplied by 2 (resulting in 200%) on Sundays.

15.1. The Customer may measure the Services against the acceptance criteria (if agreed) and reject the Services that do not substantially conform to the acceptance criteria set out in the Proposal or the Agreement between the Parties and/or the written test cases.

15.2. Any Notice of rejection must be delivered to WORKPLACED within five (5) Working Days (the “Notification Period”) after the date of performance of said Service in which the Customer will clearly state the reason for the rejection of said Service. In the event the Customer does not provide notice of material non-conformity or request for change during the Notification Period, all delivered Services shall be deemed accepted and no additional work will be performed. In the event Customer does provide notice of material non-conformity or request for change after the expiration of Notification Period, such work shall only be performed under a new contractual arrangement. In the event material non-conformity is identified within the Notification Period, WORKPLACED shall promptly correct such non-conformity, which was due to fault or negligence of WORKPLACED, at no additional cost to the Customer.