These general service conditions are applicable to the delivery by 2Grips to Client of the services as indicated in this document.
Article 1: DEFINITIONS
- “Client” “ means the person, organisation or company to which a service, subscription or training is issued by 2Grips, as identified on the offer.
- “Services” means the delivery of one of the following type of services:
- “Consultancy” means the performance of a task; implementation ; advice or assistance.
- “Subscription” means the access to a solution; program; tool or integration.
- “Training” means the delivery of a specific training and related material.
Article 2: SERVICES AND DELIVERY
Article 2.1 : Consultancy
The delivery periods, delivery dates, and lead times are given as indications and cannot give rise to any indemnity, penalty, or dissolution of the agreement. 2Grips is not responsible for damage in any form whatsoever or penalties of whatever nature due to late delivery of consultancy services. Client undertakes to submit each request for delay of delivery to 2Grips at least 10 working days before the delivery date stipulated in this document. 2Grips and Client then undertake to agree upon a new delivery date in mutual consultation. If Client fails in this notification, 2Grips reserves the right to invoice 2 days based on the daily fee mentioned in this offer.
Article 2.2 : Subscription
Client shall receive access to the subscription form based on the payment, see article 7, unless agreed otherwise during the delivery of the consultancy or implementation related services.
Article 2.3 : Training
The date or dates for delivery of Training, including but not limited to class times and dates, may not to be rescheduled by the participant(s) of such classes under any circumstances. 2Grips reserves the exclusive right to modify the time, place, date and mix for Training, to the extent 2Grips reasonably believes such modifications are to the benefit of Client. Modifications to Training delivery dates requested by Client will be considered by 2Grips on a case‐by‐case basis, provided that 2Grips is under no obligation to make such modifications, and 2Grips’s refusal to allow such modifications will in no case relieve Client of its payment or other obligations arising pursuant to a Training order. In the event Client requests, and 2Grips approves, a modification to a delivery date for Training, Client will be required to pay a rescheduling/administrative surcharge as follows: (a) an amount equal to 25% of the total fees payable by Client pursuant to the Payment Schedule in the event the rescheduling is requested 30 days or more prior to the scheduled delivery of Services; and (b) an amount equal to 50% of the total fees payable by Client pursuant to the Payment Schedule in the event the rescheduling is requested less than 30 days prior to the scheduled delivery of Services.
Concerning the E-learning training service, Client is granted a non-exclusive non-transferable license to access designated training material. Training material is supplied for the use of the registered student(s) only. Access licenses are granted for the specified period (30 days – 60 days – 90 day – 150 days).
Article 3: CANCELLATION
A training service is NON‐CANCELABLE; provided, that for a one-time service (i.e. a single class), Client may cancel such service and shall owe 2Grips (i) a cancellation fee equal to 25% of the total fees payable by Client hereunder as well as 100% of any charges incurred by 2Grips for Client’s benefit including equipment charges and trainer and personnel expenses (“Other Charges”) if such cancellation occurs 60 to 20 days prior to the service delivery date; or (ii) a cancellation fee equal to 60% of the total fees payable by Client hereunder and 100% of other Charges if such cancellation occurs 20 to 7 days prior to the Service delivery date; or (iii) a cancellation fee equal to 100% of the total fees payable by Client hereunder and 100% of other Charges if such cancellation occurs less than 7 days prior to the service delivery date.
2Grips may terminate the delivery of services, with the exception of the training service, without judicial intervention and without prejudice to its other rights and remedies if Client is unable to pay its debts or becomes insolvent. Client may terminate the delivery of services, with the exception of the training service, upon thirty (30) days written notice by registered mail to 2Grips notwithstanding that Client is in compliance with all payments. Concerning the E-learning training service , once an allocated e-Learning license has been accessed it cannot be cancelled or transferred.
Article 4: ACCEPTANCE
Execution of a service shall constitute the acceptance of the offer by Client, including all of the terms and conditions contained herein, and the entry by 2Grips and Client into a binding contract of purchase and sale. No additional or different terms and conditions shall be effective unless in writing and signed by a duly authorized representative of 2Grips and Client in a document that expressly refers to these terms and conditions. After delivery of the service, with the exception of the training service, a statement of acceptance (activity-based report) will be signed by Client in which it is stated that the services have been properly executed in accordance with what Client ordered. If no statement of acceptance (activity-based report) is signed, Client is considered to have concurred with the good execution of the services unless he informs 2Grips within 5 working days after the delivery by registered letter that the services were not provided properly.
Article 5: WARRANTY
2Grips disclaims all warranties with respect to the goods or other materials delivered in connection with the services, including, without limitation, implied warranties of merchantability and fitness for particular purpose.
Article 6 : ORDERING
An order can be made in 2 ways, depending on the existing rules at Client:
- Signing the offer
- Submitting a purchase order
Both or one of them must be be forwarded by mail to firstname.lastname@example.org to the attention of 2Grips-Accounting
Article 7 : PAYMENT
The fees and payments indicated in our offers do not include taxes. The VAT or any other tax that is in force at the time of the invoicing is always borne by Client and is added to the fee.
The fees plus the taxes will be paid by Client depending on the type of service based on the following schedule:
- Consultancy: Within 30 days after the invoice date
- Subscription: Prepaid, thus before the usage of the licenses
- E-learning: Within 5 days after the invoice date, with the exception of e-learning services paid by Client directly via the 2Grips website.
- Classroom training (Public and In-Company): Before the start of the training
The payments are made by transfer to the bank account of 2Grips indicated on the invoice.
Upon non-payment of the invoices on their due date, 2Grips reserves the right to charge an extra administrative cost of 10% to the invoices in question.
If Client does not respond to the first dunning notice within the period stipulated in this notice, then 2Grips reserves the right for the second dunning notice to increase the owed amount ipso jure by 15% by virtue of contractual indemnity, with a minimum of EUR 250, -, to cover the extra administrative costs.
If applicable, 2Grips is entitled to reclaim the other various costs for the collection of late payments from Client. Client shall be responsible for all costs of collection, recovery fees, and reasonable attorneys’ fees incurred by 2Grips in connection with 2Grips’ collection efforts, whether or not suit is filed hereon, together with the fees, costs and expenses of 2Grips.
2Grips reserves the right upon non-payment by Client to stop further deliveries and to consider the agreement ipso jure and without prior notification to be dissolved in its entirety or for the not yet executed portion.
Article 8: OBLIGATIONS OF CLIENT
Client undertakes to provide 2Grips staff who provide services in the buildings of Client with the necessary and appropriate infrastructure. Client will see to it that the access procedures are communicated to 2Grips in a timely manner.
Client undertakes to provide 2Grips with all the information and to give it permission to consult and/or to use all information required in the context of the execution of the services.
Client shall communicate to 2Grips the names and other useful information (such as telephone numbers) of the contact persons appointed by him. In the event specific prescriptions regarding safety and health and the like apply on Client’s premises, Client shall inform 2Grips thereof within 14 days before the commencement of the delivery whereupon 2Grips shall comply with them during its presence in Client’s buildings.
Article 9: LIABILITY OF 2GRIPS
2GRIPS endeavours to ensure that all the information on the 2Grips Website is correct. However, we cannot accept liability for any error or omission. For what concerns the services, 2Grips cannot be obliged to re-execute services and consulting if faults were made or changes in this document were made by Client without the written consent of 2Grips. 2Grips can in no circumstances be held liable for indirect damage such as financial damage, commercial damage, loss of production, reduction of profit and/or income, or loss of information.
Article 10: OWNERSHIP AND INTELLECTUAL PROPERTY
All training material and documentation developed by 2Grips is the intellectual property of 2Grips. Other material is the intellectual property of 2Grips partners and is reproduced under licence by 2Grips. Client may not copy, transfer or otherwise distribute such material which is for the sole use of the student.
(a) Any specifications, drawings, technical data, tools, equipment and other materials provided by 2Grips and used in connection with the services shall: (a) be kept confidential by Client; (b) remain 2Grips’s property; (c) be used by Client only in connection with receiving services; and (d) be clearly marked as 2Grips’s property. Client further agrees that all writings, software, drawings, specifications, designs, copyrightable material, inventions (whether patentable or not), improvements, developments and discoveries (collectively referred to as “Technology”) made or conceived by 2Grips solely or in collaboration with others, including, but not limited to, Client, during the course of performing under this Training Service Agreement are the sole property of 2Grips, and Client further agrees to assist 2Grips, at 2Grips’s expense, to obtain, perfect, defend and enforce its rights in and to all such Technology, and in the execution of all applications, assignments and all other instruments which 2Grips shall deem necessary in order to apply for and obtain copyright, patent and other forms of intellectual property right protection.
Article 11: CONFIDENTIALITY OBLIGATION
Client undertakes not to reveal to third parties the information concerning the techniques used, the working methods, the know-how, etc. that he would have received from 2Grips in the course of the execution of the services unless this information: (i) has been disseminated to the public without any intervention or any fault of the receiving party, (ii) had been known to the receiving party before it was communicated by the party who gave the information, (iii) was obtained by the receiving party in a lawful manner from another party who itself is not subject to a comparable confidentiality obligation.
Client undertakes, in the execution of the services, to involve only those persons who are necessary and to impose on them the same confidentiality obligation. If 2Grips and Client agree on a different confidentiality agreement during the offer period, then this Article 11 is to be considered void.
Article 12: FORCE MAJEURE
2Grips will not be responsible for its failure to perform in a timely manner due to fire, theft, war, riot, embargo, terrorism, labor dispute or other cause beyond its reasonable control. If delivery of services is delayed by any such event, 2Grips will promptly notify Client in writing.
Article 13: COMPLAINTS
If you wish to make a complaint or an appeal, you should contact our quality manager at email@example.com. All complaints are treated with highest concern and are answered within maximum 5 working days.
Article 14: GDPR
The complete 2Grips Data Processing Agreement is available upon request by Client.
Your data can be used to inform you about relevant services of 2Grips or for the execution and the evaluation of our services. If you object to this, you can report it to us via firstname.lastname@example.org. Your data is adequately protected against unauthorized access or disclosure and stored in a file to which the GDPR Act applies. 2Grips will always act in accordance with this law. In addition, 2Grips never provides data to third parties without permission. 2Grips stores personal data in principle as long as the purposes require it. After that, personal data can be retained for archival purposes.
Article 15: JURISDICTION – APPLICABLE LAW
2Grips and Client will submit all disputes regarding the execution and interpretation of services to the competent courts of the country in which 2Grips is registered and only these courts will be competent to rule thereon.
These Terms and Conditions are governed by the law of the country in which 2Grips is registered.
Article 16: REGARDING 4ME
- The use of 4me is calculated in so called ‘Service Credits’: A Service Credit provides one user access to all functionalities of the 4me service for the period of one calendar month. The user can have one or more roles within the application. Note: A Service Credit is already consumed when someone has a role, so even when this person is not logging in to the application. End users and approvers do not need a license; they only use the so-called self-service portal of 4me.
- The 4me Service Credits are offered as a PREPAID subscription. In practice this means that a customer pays for the Service Credits for a period of 12 months in advance, with a based on an estimation of the expected usage over this period and with a minimum of 120 Service Credits.
- Each calendar month, a report is then drawn up on the actual usage and this is deducted from the credit balance purchased.
- The purchased credit can therefore last shorter or longer than 12 months, depending on actual usage.
- If the credit balance for the following month is no longer sufficient, 2Grips will make a proposal for a new bundle of Service Credits. The number of Service Credits included in this proposal is equal to the estimated amount needed for 1 year’s use of 4me based on the usage of the last month and with a minimum of 120 Service Credits.
- This new bundle must be paid for before the old balance is used up in order to avoid service interruptions.
- The Service Credits offered are based on a subscription according to the PREMIUM plan. This plan always provides access to all functionalities, processes and modules within the application.
- To be able to manage the 4me environment it is highly recommended to always set up one specific admin user. This admin user also uses one 4me Service Credit.
- When integrations are set up, it may be necessary to define a separate integration user. This will also require one additional Service Credit to be used. (Among others, this is not necessary for Single Sign On or for the Azure AD integration for the provisioning of user data).
- Included in the 4me subscription are: All weekly software patches, updates and upgrades to the service; Support for incidents (software bugs) and simple functional questions.