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Terms and Conditions
The following Terms & Conditions apply for organisation enrolling in the Hospitality Recovery Programme.
NOVOLANGUAGE B.V. a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organised and existing under the laws of the Netherlands, with its corporate seat in Nijmegen, the Netherlands, and its business address at Toernooiveld 200, 6525 EC, Nijmegen, the Netherlands, registered with the Trade Register of the Chamber of Commerce under file number 58729569 (“NovoLanguage”);
JUGO CONSULTANCY PTE LTD a private limited liability company organised and existing under the laws of Singapore, with its corporate seat in Singapore, and its business address at 531A Upper Cross Street #04-95, Singapore 051531, registered under file number 201614020N (“Jugo Consultancy”);
Organisation who has enrolled in up the Hospitality Recovery Programme through the sign up form on website (https://www.hospitalityrecoveryprogramme.com) (“Client”);
NovoLanguage, Jugo Consultancy and Client are hereinafter collectively and individually referred to as “Parties” and “Party” respectively.
NovoLanguage and Jugo Consultancy are engaged in the development, design and marketing of online learning programs and platforms;
NovoLanguage is the provider of a technology platform which is based on years of research of speech technology for learning (the “Platform”); and
The Client has the intention to request NovoLanguage to provide it with the Novolanguage online language learning software (the “Platform”), in which licenses will be actively used by the Client (the “Licenses”) and Jugo Consultancy to provide onboarding, content developement training and coaching.
THEREFORE IT IS HEREBY AGREED as follows:
ARTICLE 1. - LICENSE
Subject to the terms specified in article 4 of these terms and conditions (the “Agreement”), NovoLanguage grants Client exclusive, transferable, non-personal licenses to use the Platform for the term of this Agreement and NovoLanguage grants each active license a personal account to access the Platform to enrol and participate in the Courses (the “License”).
The access to and the use of the Platform are subject to the terms of the End User License Agreement. When registering for the Platform each Employee shall have to accept the EULA. NovoLanguage, at its sole discretion, may amend the EULA from time to time.
The Platform is provided by NovoLanguage based on a “software as a service” model, which means that the Platform is hosted by NovoLanguage. The Platform is made available “as is”. Client shall be liable towards NovoLanguage for the use of the Platform by its employees and shall ensure that its employees shall comply with the obligations under this Agreement including the Annexes thereto.
The access rights under the Licenses granted to Client (the “Access Rights”) are transferable between employees of the Client but not to external individuals or third parties, not deemed employees of the Client. Under no circumstances, shall the Access Rights allocated to a Client be transferred to any other person or party
ARTICLE 2. – NOVOLANGUAGE SERVICES
NovoLanguage may perform professional services (including without limitation development, integration or customization services) for Client during the term of this Agreement, [#pursuant to one or more written project proposals signed by both Parties and detailing the specific services to be performed]. Client shall pay NovoLanguage for all such professional services at the rates set forth in the applicable project plan or if no such rate is specified then at NovoLanguage standard labour rates.
Technical customer support shall consist of responding to a support request submitted via the learning platform.
The Platform will be serviced by Novolanguage as described in Annex 1 (Service License Agreement, the “SLA”).
NovoLanguage will use commercially reasonable efforts to ensure the availability of the Platform. In this regard NovoLanguage will not be liable to the Client for failure to fulfil its obligations caused by circumstances beyond its reasonable control. Such circumstances shall include, without limitation, acts of God, strikes, lockouts, riots, terrorist attacks, acts of war, epidemics, civil disturbance, fire, communication line failures, power failures, earthquakes, floods or other natural disasters. In such event, the applicable obligations of NovoLanguage will be temporarily suspended to such extent reasonable in the given circumstances.
Maintenance services means all services NovoLanguage, in its sole discretion, deems necessary to provide to Client in accordance with this Agreement, including but not limited to software updates and upgrades, system configuration changes etc.
NovoLanguage shall as soon as possible notify Client of any downtime of the Platform due to emergency maintenance services. The Client shall be responsible for notifying its Employees.
ARTICLE 3. – JUGO CONSULTANCY SERVICES
Jugo Consultancy may perform professional services (including without limitation development, integration or customization services) for Client during the term of this Agreement, [#pursuant to one or more written project proposals signed by both Parties and detailing the specific services to be performed]. Client shall pay NovoLanguage for all such professional services at the rates set forth in the applicable project plan or if no such rate is specified then at NovoLanguage standard labour rates.
During the set-up period of the Course Client shall be assisted remotely by a qualified person appointed by Jugo Consultancy to act as a customer service officer (the “CSO”), upon request only.
Jugo Consultancy will provide a remote onboarding training to Client administrators
Jugo Consultancy will provide a remote content development workshop to Client content developers and provide ongoing coaching.
ARTICLE 4. – FEES
For the duration of the Hospitality Recovery Programme, License Fees will be waived up until 31 December 2021 (the “License Fee”).
Client must decide by 30 November 2021 if they want to continue using the Platform from 1 January 2022 onwards. If Client continues using the platform from this date a new agreement and fee structure will be agreed upon by Parties.
If Client decides not to use the Platform after 31 December 2021, all Client data and accounts will be permanently deleted from the Platform.
ARTICLE 5. – INDEMNIFICATION
4.1 NovoLanguage and Jugo Consultancy represents and warrants that
(i) all services hereunder will be performed in a timely, proper, and workmanlike manner in accordance with the highest industry standards,
(ii) all services hereunder shall be performed, and all Deliverables shall be provided, in accordance with all applicable federal, state and local laws, rules and regulations; and
(iii) all Background Technology, Non-Included Materials (including, but not limited to, all third party materials), and Deliverables submitted by NovoLanguage to Client do not and will not infringe upon or violate the personal or proprietary rights of, or give rise to any claim by, any third party.
4.2 Each party (“Indemnifying Party”) shall indemnify, defend (at its own cost and expense) and hold the other party (“Indemnified Party”) and its officers, employees, contractors and agents harmless from and against all third party claims, suits, demands, damages, losses and expenses arising out of or resulting from Indemnifying Party’s breach, misrepresentation or other act or omission.
5.1 Client shall appoint a permanent contact person within the company of Client, which is authorized to, on behalf of the company, take the necessary decisions and carry out the necessary actions for the performance of Client under this Agreement. Furthermore, such contact person shall take ownership of the Platform, which among other things entails: ensuring the adequate implementation of the Platform, initiating the use of the application, serving as the first point of contact for the Employees, solving simple issues and serving as the sole contact of Client for the customer service team of NovoLanguage. At all times, such contact person shall be cooperative and act responsibly.
5.2 The Platform provided by Novolanguage under this Agreement shall only be used for legal and legitimate purposes.
5.3 Client shall have available all necessary hard- and software, sufficient and adequate devices, peripherals and proper and sufficient connectivity solutions to enable the use of the Platform by its Employees. Client will not be liable to NovoLanguage for failure to fulfil its obligations caused by circumstances beyond its reasonable control. Such circumstances shall include, without limitation, acts of God, strikes, lockouts, riots, terrorist attacks, acts of war, epidemics, civil disturbance, fire, communication line failures, power failures, earthquakes, floods or other natural disasters. In such event, the applicable obligations of Client will be temporarily suspended to such extent reasonable in the given circumstances.
5.4 Client must ensure and is responsible for the safety, confidentiality and use of usernames and passwords which have been allocated to it and/ or its Employees. Client shall immediately inform NovoLanguage upon any discovery or suspicion of abuse of usernames and passwords.
5.5 NovoLanguage and its (content development) partners are not responsible or liable for errors, omissions and/ or other imperfections of the content on the Platform.
5.6 Any information and course material that is created on the Platform by the Client remains the intellectual property of the Client.
5.7 The Platform and associated software provided by NovoLanguage is and will remain the Intellectual Property of NovoLanguage.
ARTICLE 7. – TERM AND TERMINATION OF THE AGREEMENT
This Agreement is entered into for a period of time commencing on the date it is duly acknowledged by both Parties (the “Initial Term”) and ending on the December 31st, 2021. Client must decide by 30 November 2021 if they want to continue using the Platform from 1 January 2022 onwards. If Client continues using the platform from this date a new agreement and fee structure will be agreed upon by Parties.
Either Party may (without prejudice to its other rights and remedies under this Agreement and in law) terminate this Agreement by giving written notice to the other Party if the other Party defaults in the due performance or observance of any material obligation under this Agreement, and, in the case of a remediable breach, fails to remedy the breach within fourteen (14) days of receipt of the aggrieved Party’s written notice to do so and any such termination shall take effect either immediately or at such other date as may be specified in the written notice.
NovoLanguage shall be entitled to terminate this Agreement forthwith, by giving written notice to Client, if Client ceases its business in the ordinary course, becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver or a manager for its business assets or avails itself or becomes subject to any proceeding under bankruptcy laws or any other statutes or laws relating to insolvency or protection of the rights of creditors.
The Client shall be entitled to terminate this Agreement forthwith, by giving written notice to NovoLanguage, if NovoLanguage ceases its business in the ordinary course, becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver or a manager for its business assets or avails itself or becomes subject to any proceeding under bankruptcy laws or any other statutes or laws relating to insolvency or protection of the rights of creditors.
ARTICLE 8. – GENERAL PROVISIONS
The Parties expressly agree that the general terms and conditions of the Client do not apply.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior proposals, agreements, and other communications, written or oral, relating to the subject matter of this Agreement. No supplement, modification or amendment of this Agreement shall be binding upon a Party unless executed in writing by a duly authorized representative of such Party.
The headings used in this Agreement are for ease of reference purposes only and shall have no legal effect whatsoever.
If any provision or part of a provision of this Agreement shall be, or is found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect, and the Parties hereto shall consult with each other in order to replace the invalid or unenforceable provisions by provisions which comply with the objects, wishes and intentions of the Parties as expressed in this Agreement.
The Parties agree that in the event of a conflict between any provision of this Agreement and the Annexes, the provisions of this Agreement shall, as far as possible, prevail between the Parties.
Except as expressly contemplated in this Agreement, none of the Parties shall be entitled to assign or transfer its rights and obligations under this Agreement to any third party without the prior written consent of the other Party.
Each notice, demand or other communication given or made under this Agreement shall be in writing and delivered or sent to the relevant Party at its address mentioned in the introduction of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of Singapore.
All disputes arising out of or in connection with this Agreement, or any further agreement or contract resulting thereof, shall in first instance exclusively be referred to the competent courts of the place designated by NovoLanguage.
ARTICLE 9. – INTELLECTUAL PROPERTY AND CONFIDENTIALITY
8.1 All Confidential Information disclosed or transferred by NovoLanguage to the Client shall remain the sole intellectual property of NovoLanguage and Receiving Party will not make any copies in whole or in part of Confidential Information of NovoLanguage or analyze samples of tangible materials included therein, for any purpose other than the authorized purpose, and will, upon request of NovoLanguage, return or destroy all tangible materials furnished hereunder and any memoranda and notes relating thereto, including any copies thereof.
8.2 The Client agrees that from the date of receipt of any Confidential Information hereunder it shall:
not use the Confidential Information disclosed by NovoLanguage for any other purpose than for the Authorized Purpose;
protect NovoLanguage’s Confidential Information against disclosure in the same manner and with the same degree of care, but not less than a reasonable degree of care, with which it protects Confidential Information of its own;
limit circulation of the Confidential Information disclosed by NovoLanguage to the persons hereinafter mentioned in this clause under d as have a “need to know” in connection with the Authorized Purpose, which persons are bound by obligations as to non-disclosure, use of care and restricted use substantially equal to those undertaken by the Parties and Receiving Party shall be responsible and liable for any breach of such obligations;
advise any person collaborating with, employed by or under supervision of Receiving Party and is utilizing the Confidential Information of, and is subject to, the conditions of this Agreement;
keep all Confidential Information in a secure location.
not alter, decompile, disassemble, attempt to decipher or otherwise, reverse engineer any software or any part thereof disclosed in connection with the Authorised Purpose, nor permit others to do so.
8.3 The Parties agree that information shall not be deemed confidential to the extent that it – as can be shown by written records - :
has been part of the public domain without violation of this Agreement;
has been known to the Client prior to disclosure by NovoLanguage;
has been lawfully obtained by the Client from a third party who is free to disclose same;
is furnished to others by NovoLanguage itself, without similar restrictions to those herein contained with respect to the use or disclosure thereof;
has been developed by Receiving Party completely independent of any disclosure by NovoLanguage;
is required to be disclosed pursuant to law or court order; provided that the Client provides prior written notice to the NovoLanguage and provides sufficient time to NovoLanguage to assert any exclusions or privileges that may be available by law or otherwise.
8.4 Nothing herein contained shall be construed as a grant by implication, estoppel or otherwise, of a license by NovoLanguage to make, have made, use or sell any product using Confidential Information or as a license under any patent, patent application, utility model, copyright, maskwork right, or any other industrial or intellectual property right covering same.
ANNEX TO LICENSE AGREEMENT: SERVICE LEVEL AGREEMENT
Novolanguage agrees to the following Service Level Agreement (“SLA”):
ARTICLE 1. – SERVICE AVAILABILITY AND MAINTENANCE
1.1 Novolanguage shall employ the highest level of industry standards to maintain its software in order to ensure its proper operation and functionality.
1.2 Scheduled maintenance shall be provided only after Novolangue has provided the Client with prior notice of its intention to conduct the Scheduled Maintenance at least seven 72 hours of the scheduled maintenance taking place.
1.3 Unless agreed otherwise with a Client, save for scheduled maintenance (meaning any update and/or upgrade in the Vendor's software) and Unexpected Events (circumstances beyond Novolanguage’s reasonable control including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software used by the Vendor, unexpected emergency maintenance, unauthorized acts or omissions by the Company and/or unauthorized acts or omissions of a third party engaged or authorized by the Company), the training material will be available to Employees at least 99% (ninety nine percent) of the time, as measured on a monthly basis. Availability, as aforementioned, will be measured by Novolanguage using industry standard monitoring tools. For the avoidance of any doubt, the calculation of availability will be solely in connection with the software (i.e. software availability) and not the availability of any Hardware, the network or other components that are not under the Novolanguage’s control.
ARTICLE 2. – SUPPORT SERVICES
2.1 The Novolanguage Representatives will be available to answer questions and otherwise assist the Cient in troubleshooting any problems that may occur in the day-to-day running of the software through online and email support. Novolanguage will be in regular telephonic contact with the Client, during the implementation phase, and monthly once the project has been implemented.
2.2 Novolanguage will provide a support system with asked questions using it’s Website
ARTICLE 3. – RESPONSIVENESS
3.1 If Novolanguage fails to correct a Technical Support Problem within 48 hours of Client advising Novolanguage of the Problem or Novolanguage advising Client of a Problem, then Novolanguage shall act as follows:
Promptly perform a root-cause analysis to identify the cause of such failure;
Provide the Subscribing Client with written notice explaining the cause of and procedure for correcting such failure; and
If appropriate under the circumstances (which will be determined at the sole instance of Novolanguage), take action to avoid such failure in the future.
ARTICLE 4 – EXCLUSIONS
In addition to any other exclusion contained herein, this service level agreement specifically excludes the following:
Hardware, save as otherwise specified in the Schedule/s;
The moving of hardware or cabling or equipment;
Any additions of equipment, changes or upgrades to a Subscribing Hotel’s current IT infrastructure.
ARTICLE 5. – CLIENT’S OBLIGATIONS
5.1 The client will conduct business in good faith and in a courteous and professional manner;
5.2 The Employees will use the appropriate Help Desk to request support;
5.3 The Client will use their internal resources to ensure that their network, firewall, security and infrastructure support services are up to date and able to support the Services for the learners (including wifi or network access for the employees);
5.4 The Client will provide all information required to open a support request and make themselves available to assist The Vendor in correcting any support issues.