Terms and Conditions
NOTICE: AIQUE Services are expressly conditioned on Client consent to these Terms and Conditions, which will be attached or supplied with a specific Service Agreement, Contract, or formal Service Letter detailing the Scope. These Terms and Conditions will deemed to have been accepted in full by Confirmation of Service agreement. Additional, alternate, or superseded terms proposed by the Client are expressly objected to and will not be binding upon AIQUE unless specifically accepted in writing by AIQUE Authorized Representative and included in the Formal Service Letter, Memorandum, Contract or Service Agreement as provided by AIQUE related to the Access and related Services. Revisions necessary in meeting Law obligations shall be applied as per Article 19. Note: Access to AIQUE Technology, systems, infrastructure, web-applications, application programming interfaces and software is Governed by AIQUE Policies and Terms including those as may be provided on its Websites and On-Line Portals.
DEFINITIONS
Unless otherwise defined within the Contract, the following terms shall have the following meanings throughout the Contract;
“Agreement” or “Contract” is a formal AIQUE document including Letter, Memorandum, Service Agreement, Contract or License that details the Scope of Service conditions to be supplied to the Client. This document will be appropriately referenced in application of the terms and conditions that apply as to the Service to be provided. This includes those established for User access and use of Online Services as established on AIQUE Websites and Portals and Agreed to under the User “Self-Acceptance” Process.
Note: a) Additional or Superseded terms shall be included within the Scope of Service document or License as applicable giving due reference to the related Articles detailed herein as necessary.
“Affiliate” with respect to a party means an entity (including without limitation any individual, corporation, entity, partnership, limited liability company, association or trust) controlling, consultant or contractor controlled by or under common control with that party.
“AIQUE” (“we”, “us”) means the business formed by all Affiliates and subsidiaries of AIQUE TECHNOLOGIES as may be grouped under the trade name AIQUE TECHNOLOGIES.
“Cloud” the provision of a network of remote servers hosted on the internet to store, manage, and process data, that may be deemed local or remotely established and may be provided directly by AIQUE, Client and, or a Third -Party service provider (if applicable to Service).
“Client, Customer, User, You”: to any Business Entity and its Subsidiaries, Individuals (persons), Scientific Institutes, Charity, Non-Profit Organizations, Foundations, Association, Trusts, Government Agencies or Departments, Educational Centers including but not limited to Universities, Colleges, requiring Services from AIQUE.
“Content” means all data, software, and information the User provides or input to AIQUE. Service provisions including those but not limited to, “Self-Acceptance” of an AIQUE Service, Quantum Access Software, Training, Consultancy, Forms and Document Inputs.
“Consultancy” Expertise, Guidance, Advisory related to AIQUE Technology, Services and related industries.
“Course” means any of the training course(s) to be supplied by AIQUE, its Affiliates or subcontractors to you under the Contract or Agreement.
“Course or Training Date(s)” means the date(s) scheduled by AIQUE and accepted by Client on which the course shall begin and end; dates will be part of the Training Proposal Outline or may be proposed separately with Client in writing by electronic or others means such as a specific Agreement
“Customer” (“Client”, “You”, “User”) means the Client, Entity or Individual to which AIQUE is providing the services under the Contract. It may also be the “Buyer” under a specific contract for sale of products, parts and services (also referred as to “Party” and together with AIQUE as the “Parties”) and the provision of Services.
“Contract” refers to the formal Service Letter, Contract or Service Agreement as provided by AIQUE related to the Service as formed by Customer accepting the Service Proposal and, or Service Agreement. The Service Proposal and, or Contract, together with these Terms and Conditions and all other attached documents or documents incorporated by reference constitute the entire terms of the Contract agreement. Such specific terms, contracts and, or agreements may be provided directly to the Client by AIQUE and, or may be accessed through AIQUE website or Online Business Portal and agreed by Client through Client use, System interaction of AIQUE systems or services as applied and provided.
“Instruction” is the guidance note provided directly or on-line to a User on how to use, set up, arrange, a system, equipment, program or undertake a specific task.
“License” a License agreement or licensing agreement established between parties for use of, and where applicable sale, marketing, or distribution of specific Service, Technology, Software, information, as provided by AIQUE.
“Open-Access” is any provision of service, information, data, equipment access, software, web-application that may be accessed by any persons without limitation, Unless by limitation of age, legal jurisdiction relation to the User location, or under Sanction or other legal restriction. In all cases Article 4 shall apply unless specifically detailed otherwise.
“Other Services” services provided in general support to Client are discussed herein and provided in the agreement with Client. Further terms may be defined in Exhibits as provided to this document.
“Quantum Access / Quantum as a Service (QaaS)” refers to the access, either physically or remotely, provided to a User by AIQUE to its systems, computers, technology, applications, programming software, simulators, and web based applications, user interfaces, including inputs, and, or related infrastructure as well as administrative systems employed and governed under License, Agreement, and as applicable “Self-Acceptance” terms with AIQUE (Terms discussed herein and further defined in Exhibit A, if applicable to service).
“Quantum Access Session” is the defined User interaction period with AIQUE Quantum System. The Session Task is established by the variables, parameters, data inputted and uploaded by the User on the Access System Input Deck, User, User Interface(s). (Refer to Exhibit A, if applicable).
“Quantum Access Instruction” is the written Instruction or manual as provided by AIQUE, directly or on-line, to support the User in their interaction and set-up of parameters with AIQUE Systems as established and where applicable the quantification of costs related to the service (refer to QUANTUM ACCESS INSTRUCTIONS-AIQUE-QAI [latest version], if applicable).
“Quantum Inputs” means any input to AIQUE Quantum System including but limited to equipment, systems software, program, simulator. Such inputs that directly or indirectly specify instructions how the specific system should operate (Refer to Exhibit A, and Quantum Access Instructions, if applicable).
“Quantum Session Fees” these are Fees defined by AIQUE for Quantum Access or related services, and, or Quantum Session Tasks, or other Technology provisions and services (Refer to Exhibit A, and Quantum Access Instructions Appendix 1, if applicable).
“Quantum Models” these are example Models provided by AIQUE to support the User in understanding potential set-up variables, parameters and outputs, they may be provided directly or through AIQUE website or online portals (Refer to Exhibit A: Article 6, if applicable).
“Queuing” is the sequential position of a Session Task queued. Queuing is dependent the Variables set by the User on the Input and whether a single Task run or Grouped Task Session(Refer to Exhibit A: Article 6, if applicable).
“Self-Acceptance” is the acceptance of terms, agreements, associated liabilities, prerequisites and responsibilities and Costs as established by AIQUE and assigned to a User(s) required service, web-application, software, access and interaction as applicable, to the systems, information, services as made available by AIQUE or its affiliates through its websites or on-line Portals.
“Service and Access Price or Fee” means the charges set out in a Quotation, Proposal, Programme, Agreement or Contract payable by Client to AIQUE for the Service(s) undertaken or System, Technology, Equipment, Program, web-applications, Software available to a User.
“Service Proposal” means the details of the service proposal as issued to the Client by AIQUE together with any attachments, to which is agreed with the Client. Thereafter formally referred to in Quotation, Letter or Service Agreement to provide the Service as related to Quantum Access and or other AIQUE Services.
“Service Provider“ is AIQUE or its Affiliates.
“Terms and Conditions” means these terms and conditions, that form an integral part of the Contract or Agreement to which these Terms and Conditions shall be attached or supplied with, directly by AIQUE or through user remote access and Self-Acceptance.
“Training” refers to Training, Coaching, Education and knowledge development of person(s) related to a specific subject matter as being delivered by AIQUE or its approved affiliates and may be a specific or blended provisions and delivered by On-Line medium, attendee Self-Managed/ Paced E-Learning Courses, Prerecorded Videos, Face to Face Training and, or by Equipment or Systems Hands-On practical Training. Such Training may as applicable be covered Terms herein and Exhibit B: Terms and Conditions.
“USER” shall be a minimum 18 years of age, shall have authority from their employer, agent if representing any Business Entity, Government Agency, Education Center.
“Website & “Portal” online platform, site or website that represents AIQUE on the internet, and web-based Portal that provides employees, affiliates customers, users, suppliers with a single access point to information, and services that may restricted through designed password in access and specific use.
OUR OBLIGATIONS AS A SERVICE PROVIDER
Service Provider agrees to supply the Service to the Client in accordance with all material respects of the Contract Agreement as applicable.
Unless otherwise provided for in the Contract agreement, the obligations of Service Provider shall be limited to the delivery of the Service at the agreed premises or location (physical or remote) and the delivery of the relevant materials. System, equipment, web-applications, software and infrastructure as may be applicable.
Service Provider shall be entitled to subcontract the whole or any part of its obligations under the Contract to any third party which it may in its absolute discretion determine but any subcontract shall not relieve the Service Provider of its obligations.
The Contract shall be formed upon acceptance in writing, with the Client approved representative of the relevant Service Proposal and, or Contract or by direct user agreement online interaction with an AIQUE service.
Unless otherwise agreed in writing, no Service or use, access, user attendance thereto shall constitute the granting by the Service Provider, or by any of its Affiliates, of any certification, authorization, or qualification to operate, modify, manage, install, commission or maintain any equipment, systems or processes, or to assure any capability or competency in such respect unless specifically referenced to within the Service Proposal, or Letter, Contract, Agreement or detailed within a relevant License.
We will provide the Services to you as an independent Entity, Contractor or Consultant and not as your employee, agent unless specifically agreed upon between parties.
Neither parties have any right, power or authority to bind the other.
We may subcontract portions of the Services to other AIQUE Companies, Subsidiaries and their designates, who may deal with you directly in execution of the provisions of Service. Nevertheless, we alone will remain solely responsible to you for the provisions of such Services.
We will rely on Client Information provided to us and, unless we expressly agree otherwise, we will have no responsibility to evaluate or verify it.
The Service provider, provides the Services to “you” (Client) as an Independent Company or deemed Service Supplier and not as your Employee, Agent. Neither “You” nor “We” have any right, power or authority to bind the other.
Service Provider may supply certification of validity, quality, warranty, testing and, or commissioning as may be applicable and where able, such certification may be undertaken by a Third Party as appointed by AIQUE, and, or may be undertaken to meet with Internationally recognized standard(s). In such cases the Certifying Authority is deemed the responsible party regarding certification and the relevant standard as applied. Such certification, where available, may require appropriate evaluation and where able to be applied additional costs which at AIQUE discretion shall be recoverable from the Client through standard or specific service provision charges.
Due to the specialist nature of some AIQUE technology and related infrastructure systems, as applicable, user interaction with Quantum Access and related systems, any provided instructions, manuals, coaching and, or training; AIQUE does not provide any assurance of content nor the enhanced capability of any individual who receives AIQUE training or coaching, guidance or supervision through Services, and interaction with AIQUE software, equipment, software and utilization of manuals and or instructions as may be provided,
Services and Systems may be developed with an approved recognized Certifying Body as may be available, refer to Article 2.10
To the best of our knowledge, all information provided to you or on our behalf (Service Provider Information) will be accurate and complete in all material respects. The provision of our Information to the Client will not infringe any copyright or other third-party right.
So far as practical, support Clients’ personnel undertaking Training, Service Provision at AIQUE facilities or appointed facilities for the purposes of training in regards Welfare, Security and Safety.
Reasonable delays in service provision may occur related to AIQUE diligence processes when on-boarding any new client (User).
YOUR OBLIGATIONS AS THE CLIENT (User)
Designate authorized person(s) to review proposals, quotations, contract agreements and hold effective authority signatory to approve and accept such documentation and AIQUE Services and approval for AIQUE to commence Services as per such Service documentation and related proposals.
Where the “Service” is provided on-line and is “Self-Service” then the User has the authority through “Self-Acceptance” to accept the Terms and Conditions as provided by AIQUE.
Where face to face services are provided to Client; Client is to designate authorized persons to liaise with AIQUE in preparation and execution of the Services(s) to avoid and minimize potential impacts and delays and to advise and support Client (Articles 3, 6, 7 and 8).
Shall provide, or cause others to provide, to us, promptly, the information, resources and assistance including access to records, systems, premises and people that we reasonably require to perform the Services.
To the best of your knowledge, all information provided by you or on your behalf (Client Information) will be accurate and complete in all material respects. The provision of Client Information to us will not infringe any copyright or other third-party rights.
As required under service agreement and these Terms provide timely and adequate utility, secure internet access facilities, resources, equipment and were applicable secure facilities to allow AIQUE to adequately undertake the Service as detailed in the agreement.
You shall be responsible for your employees, agents including representatives, support functions compliance with your obligations under this Agreement and were applicable provision of equipment, facilities, internet, necessary infrastructure and utilities as applicable, are established to ensure their effectiveness and the security thereof in AIQUE equipment and related systems, or other services, Access as provided through written or verbal instruction, agreement, terms and conditions and associated Exhibit by AIQUE.
As necessary ensure the testing and set up of equipment and systems well in advance of the Service to ensure no delay in Service delivery.
Neither parties have any right, power or authority to bind the other.
Shall ensure Users meet with the Service prerequisites were required by AIQUE in supporting service requirements.
So far as practical, support AIQUE personnel undertaking Services at AIQUE facilities or appointed facilities for the purposes of Service provision in regards Welfare, Security and Safety.
Not assign persons or entities to AIQUE Services or act on behalf of such persons / entities who may be subject to an International Sanction Restriction. When Client becomes aware of a Sanction related to any entity / individual who it may be acting on behalf or assigned any Service by AIQUE through the Client then Client must inform AIQUE immediately so as parties may evaluate services and take appropriate action. Client bares all responsibility and liability if it fails to do so in a reasonable time frame.
Client shall comply with all applicable laws, statutes, regulations and codes relating to modern slavery requirements, forced labor and human trafficking.
Assignment of Services to Government or Military entities or connected Entities shall only be undertaken with the written approval of AIQUE, unless agreed through Contract Agreement, License or as per Terms of On-line “Self-Acceptance” processes.
CONFIDENTIALITY
Client agrees to maintain the confidentiality of all proprietary information, reports, quotations, financial statements, service agreements, any training and equipment, systems outputs, findings, data, reports and any other intellectual property, shared and as may be established during Services unless explicitly written consent is provided by AIQUE.
Ensure information, intellectual property, data and sensitive material whether written, verbal or in electronic form related to Services provided by AIQUE is held in the strictest confidence unless AIQUE provide formal written consent.
Client access to technology, reports, information and data by Customers (Client) own Third Parties including Strategic Partners, Clients, Contractors, Subsidiaries and others who are not directly employed shall only be provided access to said information, technology, data, reports with AIQUE written formal consent unless for the purpose of legal and compliance requirements and would not benefit said entity or any other third party in relation to Intellectual Property, technology and service development.
Client further understands that the sensitivity of some information as may be delivered through Service may be deemed confidential and AIQUE or its affiliates may require:
The approval of AIQUE for the attendee to attend
Formal AIQUE Non-Disclosure Agreement, as may be assigned (refer to Article 4.17)
Limitation or Restriction in access to certain information
Any and all AIQUE information whether written or in electronic form, that the Client and or its own Affiliates may be in receipt of intentionally or otherwise shall be deemed Confidential until status is verified with AIQUE in writing and the authority to retain, share, copy, return, destroy shall be provided by AIQUE confirmed.
Where permitted to retain, disclose a Report (or a portion thereof, externally, Client shall not alter, edit or modify it from the original.
Information related to the Content of Service, Outputs, Reports, Data, Findings, Services and AIQUE's Logos, AIQUE details and Information that may be required to be utilized for Marketing, briefing Client affiliates, then formal written approval shall be provided by AIQUE.
Client confirms not to share reports from AIQUE that contain recommendations, guidance or instructions without authorization of AIQUE.
Copies of Service documentation, instructions, reports, handouts, Presentation Slides or Notes or, recording of Services, Meetings by any means or format may not be made by any party at any time without the formal prior written approval of AIQUE.
AIQUE confirms that it will maintain all Client information in the strictest confidence and seek confirmation from Client when in receipt of information.
Copies of this document or any other documents related to the Service provided by AIQUE to its client may not be made without the prior written consent of AIQUE.
Each Party shall hold all Confidential Information relating to the other Party in confidence and shall not disclose such Confidential Information to a third party without the other Party's written permission.
Passwords provided to access websites, portals, stored data, systems, internet and, or equipment shall be held in the strictest confidence as received by the person assigned with and not shared with any other person or third party unless agreed in writing by AIQUE. In the event that the Password is forgotten or is deemed compromised then AIQUE must be informed immediately, and or changed through the appropriate process as assigned by AIQUE.
Client warrants that you have the authority to provide the Personal Data to us in connection with the performance of the Services and that the Personal Data provided to us has been Processed in accordance with applicable law.
Client may only disclose to anyone a Report (or a portion thereof) solely to the extent that it relates to tax matters, including tax advice, tax opinions, tax returns, or the tax treatment or tax structure of any transaction to which the Services relate (“Tax Advice”).
With the exception of tax authorities, you shall inform those to whom you disclose Tax Advice that they may not rely on it for any purpose without AIQUE consent.
Client may not disclose any Report, including Training, System and Equipment Output Reports or Data (or any portion or summary of a Report) externally (including to your affiliates) or refer to us or to any other Client subsidiary or Entity or other party including Affiliates in connection with the Services, except:
To Clients lawyers (subject to any disclosure restrictions), who may review it only to give you advice relating to the Services
To the extent, and for the purposes, required by subpoena or similar legal process (of which you will promptly notify us),
To other persons (including your affiliates) without our prior written consent, who have executed an access letter substantially in the form we prescribe, or
To the extent it contains Tax Advice, as set forth in Articles
If you are permitted to disclose a Report (or a portion thereof) externally, you shall not alter, edit or modify it from the form we provided
Certain information, whether in written, verbal or electronic form may be deemed sensitive by AIQUE, and or its affiliates in such circumstances AIQUE may require that Client and its Representatives, Affiliates individually complete a Non-Disclosure Agreement. All such parties shall be bound by such agreement.
INSURANCE
We, and our Affiliates, shall at our own, their, expense hold maintain General Liability Insurance and were applicable Professional Liability Insurance during the term of the Service.
We and our affiliates at our own, their expense, establish and maintain appropriate medical emergency, travel and repatriation insurance for its representatives covering Services that require Travel and or assignment outside their normal country of residence and, or work base.
Such insurance shall be issued by a recognized insurance Company at an amount which is sufficient to cover all liabilities to which the AIQUE may be subject in relation to the Services.
CONFIRMATION OF SERVICE PROVISION
AIQUE will proceed in Organization of the Service on receipt of a Client Purchase Order, Written Confirmation by Formal Letter or Signed Agreement with email or an email from an Authorized Client Person to proceed.
Where the Service is provided directly through AIQUE website or Web Portal and User “Self-Service” then the User shall accept the Terms through “Self-Acceptance” of Terms and Agreements and input User Information, their Company, Tax and administrative information as may be required. In such cases Article(s) 6.2 – 6.10 herein are not deemed applicable
Such agreements, Letters, Memorandums, Agreements and associated supporting documents may be received by electronic means by either party.
The confirmation shall be provided as an attachment, to the Contract Agreement or by Letter or Email referring to said agreement and its document reference, as may be applicable. If the Service includes training, the proposed Attendee list shall be listed or tabulated form and shall include as a minimum:
Full Name
Job Title & Employer (Refer to Article 4.3)
Designate attendees Company email address
Note: Agreement/ Contracts may be signed in lieu of this information
If the Service is related to Training, the Client shall indicate the number of Attendees (subject to any limits thereto in the Contract, Training Outline or as may be agreed between Parties) and notify of any reasonable special requirements relating to any of the Attendees.
The Clients confirmation shall be received by the Service Provider at least fourteen business days (14) days prior to the relevant Service Date. Client takes full responsibility for delays and impacts where such information is not received in a Timely Manner. (refer to Article(s) 8, 13)
Unless the Service is through “Self-Acceptance” through an AIQUE Website or On-line Portal.
Upon receipt of the above confirmation in agreement of Attendees proposed then AIQUE will proceed with the final Organization of the Service.
AIQUE will not proceed with any preparation unless agreement of Client is provided to AIQUE to proceed, The intention to proceed by electronic email correspondence by an Authorized Representative will be deemed acceptable in lieu of formal signed agreement. However, if thereafter the Service is delayed or canceled then AIQUE is deemed authorized to recover its Costs related to its Service preparation including expenses and reassignment. General Terms shall apply for Payment as detailed herein (Article(s) 14).
Service Provider will endeavor to accommodate special requirements if it is considered reasonable and practical to do so.
Client may request, in writing, to substitute an Attendee or increase or reduce the number of Attendees for the agreed Service, provided that the relevant request is received at least ten (10) business days prior to the Service Date. (refer to Article(s) 8 & 13)
Note: Where such changes impact on the Service Schedule and may result in delay, impact to effective delivery of the Service or rescheduling of the Service then additional Costs as incurred by AIQUE shall be recoverable from Client (Article(s) 8, 13).
AIQUE reserve the right to (i) refuse all or part of the revision increase for reasonable practical reasons; and / or (ii) increase the Service cost. (Article, 14)
A Service is intended for, and participation is restricted exclusively to the Client, unless deemed “Open Access” by AIQUE and, or provided On-Line by “Self-Service and as such “Self-Acceptance” and Terms as provided by AIQUE will be applicable.
Where this is not case then AIQUE may require Customer written justification that the Service may be attended by its Contractors, Partners, Affiliates, however AIQUE reserves the right to accept or reject such request at its sole discretion. Any request for the inclusion of such Attendees must be in writing providing sufficient details, and received by Service Provider at least twenty-one (21) days prior to the Course Date. Any delays as result of such will be at Client cost.
Customer represents and warrants that none of the persons, or entities who will utilize in part or full or be present to the Service is currently or (to the best of Clients knowledge) prospectively, a Director, Partner, Officer, Employee, Agent Representative, Sub-Contractor, Supplier, Advisor (in any matter) of AIQUE Competitors. If there is a request for such person(s) attendance or monitoring or review of the Service information including Proposals and during service delivery, then a formal request must be made in writing to AIQUE, unless the service is deemed “Open-Access”.
CLIENT (User)
Client (User) shall be solely responsible for ensuring, through selection or otherwise, that each User has the technical level necessary to follow the relevant instructions and information in the language in which it is delivered.
Failure by any User to utilize a Service as per the relevant confirmation, for any reason whatsoever, shall not entitle Client to any Cost Reduction or any right to demand that a Service be rescheduled for the benefit of the User(s), unless agreed with AIQUE.
Users are required to:
Confirm Service acceptance with AIQUE by through formal agreement, letter, order or through user “Self-Acceptance” of on-line web-based service.
Note: if the Service includes Training, then attendees will be provided with Orientation and rules of conduct prior to training as may be applicable
Use the materials and equipment made available for the Service with the utmost care and diligence
Personal or Client Computers, Laptops, systems shall meet with the Service prerequisites of AIQUE where defined
Comply with these terms and conditions and, or those provided in Agreement in utilization of Service
Refrain from making video and/or audio recordings, during the Service provision and taking copies (electronically or by other means) of information of instruction, guidance notes or remove, download information expressly forbidden by AIQUE
AIQUE reserves the right to refuse to provide Services at its discretion without justification and will consider on a case-by-case basis (i) unfit or unsuitability for any reason to receive a Service (ii) the behavior of the User is in any way dangerous, offensive or would otherwise impede the proper execution of the Service. (iii) has not adhered to the Safety and Security rules of the Service, facility or the Service rules on Data, Copyright, Copying etc.
Users will be encouraged to provide feed-back to improve content
SERVICE REVISIONS
AIQUE reserves the right to make proposals for revisions in Service, where deemed to be of Service benefit, due to technology development and therefore provide overall service optimization.
As far as practicable will Consult with the Client within a reasonable time-frame to discuss implementation.
AIQUE reserves the right to propose to change its fees accordingly and afford the opportunity to revise the Service Scope, Agreement or License accordingly with the Client
AIQUE will endeavor to accommodate reasonable requests of changes relating to a Service made by Client after confirmation, if it is considered reasonable and practical to do so. In such cases;
AIQUE will be entitled to increase the Service Cost to recover its time and resource related to the revisions.
AIQUE will further evaluate overall cost impacts and advise Client of the revised fees to be paid by Letter, Memorandum or email to the appointed Client Representative.
The Client and AIQUE will discuss and agree in good faith the date, time and contents of the modified Service.
SERVICE MATERIALS
AIQUE, provided information under Service will be in English unless agreed otherwise.
Client acknowledges that the materials provided by AIQUE are protected under copyright law and may not be disclosed to individuals other than those authorized access under the Service Scope as per terms of Contract and detailed herein.
Under no circumstances may the whole or any part of the materials be produced or copied in any form or translated into another language without the prior written consent of AIQUE.
Client acknowledges that the materials provided by AIQUE do not constitute any user’s, operating or maintenance manual for any equipment, system or process, and that AIQUE has no obligation to provide to Clients and/or to Attendees any update to the materials after the related Service has been provided unless specifically agreed under Contract agreement.
The content remains the property of AIQUE unless specifically agreed in writing between the Client and AIQUE for distribution and use under a specific license or agreement the Client shall abide by the terms of that license, agreement.
Where a specific Training Course is developed for a Client then the terms of use, distribution and copyright shall be agreed accordingly under a specific agreement, contract or license.
Where translation of information is provided through automated Translator plug-in on a website or portal of AIQUE, AIQUE cannot be held responsible for the translation as assigned. If a User requires clarification in content, then they should contact AIQUE through appropriate channels.
GENERAL LOGISTICS
Where the Service is to be undertaken at AIQUE premises then the following terms shall apply:
AIQUE will establish a coordinator to assist Client Personnel when at AIQUE site
Client shall be responsible for travel arrangements and for bearing the full costs of all travel, accommodation, meal and other expenses incurred by its Personnel* in relation to attending the Service.
No Logistics shall be provided by AIQUE unless specifically agreed under Contract
Necessary Travel Visa’s and Immigration requirements shall be provided by Client; Note: AIQUE, its Agents or Representatives may provide support as far as able and appropriate invite letters as may be necessary. Client is to ensure early evaluation and preparation to avoid potential impacts to the Service
AIQUE shall not be responsible for any such non-refundable expenses or related Logistics delays in case of cancellation or rescheduling of the Service.
Client shall ensure adequate information is provided to its Personnel* in advance to avoid Service delay and in support to the Personnel*, Welfare, Security and Safety.
AIQUE will provide all Services, material equipment (unless specifically agreed under contract/ agreement), access to systems as appropriate, Security, Safety, facilities, and orientation to Personnel* as may be appropriate.
Where the Service is to be undertaken at Client designated premises then the following terms shall apply unless specifically agreed under contract/ agreement:
Client designated focal point shall establish a Coordinator to assist AIQUE at site and support official interface between AIQUE and Client personnel, and the authorized signing of related Service Documents, as may be applicable
Computers; Desktops, Laptops shall be meet with specification prerequisites as required by AIQUE
Client shall provide adequate training room(s), facilities, appropriate security, and secure internet access, resources, including, but not limited to, whiteboard, Video Projector or Flat Screen Monitor with HDMI cable access, HDMI Cables
Such screens should assigned in consideration of benefit to Attendees and ensuring effective training execution
Support technicians for system set-up and break down
For Training: Flip charts, Marker Pens, Writing Pads, Pens
Completion of Meeting Attendance Registers for issuance to AIQUE post meeting
Appropriate Security arrangements for AIQUE and adequate preparation for access and egress
Orientation on Fire and Emergency systems, welfare facilities and access to refreshments
All requirements shall be confirmed in advance with AIQUE by the designate focal point
Where the Service is to be undertaken by User “Self-Acceptance” through a AIQUE Portal or Website then User will confirm the Terms of Use, Access and Payment through the “Self-Acceptance” Process.
DATA & INFORMATION
Data used for Services purposes shall be compliant with the Ethics Policies of each organization and the Country/ jurisdiction legal requirements for general data including acquiring, sensitive information retention and use and with overriding principals of protecting civil liberty, minimizing risks to individuals, and society.
Client has a duty to ensure data proposed to be utilized in any Service offered by AIQUE meets with the requirements of the Country / Jurisdiction of where the data was originated and ensuring its use meets with compliance requirements.
Refer to Article(s) 5, 12, 13, 17, 20.
BUSINESS CONTACT AND USAGE INFORMATION
AIQUE, its affiliates may require use of business contact information and certain account usage information. This information is not deemed Confidential
All information will be held in the strictest confidence and only utilized in AIQUE’s contact with the Client and not shared with a non-affiliated third party
Business contact information is used to communicate and manage business dealings with the Client.
Examples of business contact information include name, business telephone, address, email, user
ID, and tax registration information.
Account access usage information is required to enable, provide, manage, support, administer, and improve service
SERVICE COSTS, PAYMENTS AND TAXES
Client will pay all invoiced amounts to AIQUE or where applicable its appointed Agent in United States Dollars (USD $) except as otherwise may be agreed within the Contract/ Agreement
13.2.Payment shall be made without set-off wheresoever including without limitation, set off as may be assigned under other Contractors or Agreements as may be established separately
13.3.The Invoice shall be submitted by AIQUE by electronic means to the Authorized Client Representative
Note: AIQUE shall apply its Travel and Logistics Policies in evaluating Costs and associated expenses. Where the Service is blended provision of both Online and Direct assignment of AIQUE personnel at Client locations, then the details of the blended Service will be provided within the Agreement.
The Invoice for Payment shall Generally include;
Agreement Reference and Summary of Services provided
Total Base Fee for the Service provided and as applicable
Total Cost related:
Expenses: Visa, Travel and Accommodation, Processing Fees
Provision of Equipment, Support Resources and Personnel
Licensing fees as may be applicable
AIQUE or Affiliate Access fees for equipment utilized in the execution of Service as may be applicable
Additional fees and costs as established due to Client requested and AIQUE revisions, and related schedule changes, delays or cancellation or disruption by Attendee or Client action, or unavailable required Client resources of formally confirmed Service Schedule during planning or execution of the Service
Applicable Service Tax and, or Value Added Tax (VAT) as applicable to the laws required of the Country (Jurisdiction) to which the Service is provided
Banking Institute and account details for payment to be made
Details of AIQUE Business Registration details for the Country / Jurisdiction VAT registration details as may be applicable
Specific content as may be required in Jurisdiction Legal Compliance and in Reasonable requirement by the Client
NOTE: Client has a responsibility to provide AIQUE with all VAT and GST related registration information with AIQUE to avoid risks and minimize costs were applicable
AIQUE may charge additional professional fees if events beyond our control, including Client acts or omissions, affect our ability to perform the Services as originally planned or if you ask us to perform additional tasks
For Fixed Fee Services AIQUE a Charge will be evaluated based this may be based on Pro-rata rate basis of the Total Fixed Fee divided by the number of Days that the Service was to be provided and a Day Rate established. Additional fees related to expenses as may be incurred accommodation, logistics changes facilities, equipment provision and where applicable costs of Consultants, Technical Personnel or Experts who may not be part of the initial fee and additionally charged to ensure continued Service supply to Client. Appropriate Taxes, Duties, Government Fees will be applied as applicable
Payment:
Client shall pay AIQUE or its Agents all invoiced amounts within Thirty (30) days of the Date of Invoice
Payment received shall be in full without deduction of any costs incurred by the Client
Where a “CALL OFF” Order is established for Ongoing or Extended Services then Payment shall be made in accordance with that Order giving due reference to these Terms and Conditions and agreement as established
We may claim appropriate advances on remuneration and reimbursement of expenses and may make the delivery of our Services dependent upon complete satisfaction of our claims. Unless otherwise set forth in the applicable Statement of Work or Agreement on Fees, payment is immediately due following receipt of each of our invoices.
In addition to other remedies under the Contract, Customer shall pay interest to AIQUE at the rate of five percent (5%) per annum (or any fraction thereof) or the maximum amount permitted by applicable law to where the Service is provided or ordered by the Client, on all amounts not timely paid in accordance with the Agreement.
Service Provider Taxes
AIQUE shall be responsible for, and shall pay directly, any and all corporate income taxes and individual taxes imposed on Service Provider and its employees by the legislation of the country of incorporation of Service Provider and/or performance of the Service and related to the execution of the agreement (the “Service Provider Taxes”).
AIQUE Taxes do not include any tax imposed by the Jurisdiction / Country where the Course is performed that are levied on the Scope of work performed outside such Country / Jurisdiction.
If the Client deducts or withholds AIQUE Taxes from the Service Cost, for each deducted or withheld amount of AIQUE Taxes, the Client shall provide AIQUE, within one (1) month from payment, with the official receipt issued by the appropriate Governmental Authority to which AIQUE Taxes have been paid.
If the Client does not return the official receipts timely as prescribed in this Article the Client will indemnify AIQUE for an amount equal to that withheld.
Where this Service is offered On-Line through an AIQUE Portal or Website then this information and Terms Acceptance will be required upon Service Sign Up by the User and as part of the User “Self-Acceptance” process.
The Client shall be responsible for and shall pay directly when due and payable, any and all Customer Taxes, as defined and all payments due and payable by the Client to AIQUE under this Agreement shall be made in the full amount of the Service Price.
Where either contractual Party does not comply with the tax legislation of the Country / Jurisdiction where the Service is provided, the faulty party (“Faulty Party”) will indemnify the other (“Affected Party”) for any cost, risk and responsibility including, but not limited to, fees, taxes, duties, charges, penalties, legal expenses, and interest which the Affected Party might suffer as a result of Faulty Party’s breach in compliance. "Client Taxes" means all taxes, duties, fees, or other charges of any nature (including, but not limited to, ad valorem consumption, excise, franchise, gross receipts, license, property, sales, stamp, storage, transfer, turnover, use, or Value-Added Taxes, and any and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto), imposed by any governmental authority of any country / Jurisdiction due to the execution of this Agreement other than AIQUE Taxes.
Where the law of the country / jurisdiction of execution of the Service, or the Law of the Country of Incorporation of the Client, requires the Contract to be subject to stamp duty, fee, or registration with any local authority, Client shall be responsible for the required formalities and bear the related costs. Customer shall return to Service Provider a copy of the registration certificate or a registered copy of the Agreement within 10 days from the due date provided by the above-mentioned Laws to apply for the fee, duty or registration.
Where the Client benefits from any tax, fee or duty exemption applicable to AIQUE Client agrees to provide Service Provider, without charge, before the execution of the contract with documentation acceptable to the Tax Authorities supporting the tax or fee exemption and with instructions for AIQUE regarding the procedure to apply for the exemption.
Client shall provide documentation acceptable to the taxing authorities supporting the tax, fee or duty exemption before the execution of the Contract and before any Billing event. Should AIQUE be refused to have the right to apply for the tax or fee exemption, or should the Client not send AIQUE such documentation, AIQUE shall invoice and the Client shall pay unconditionally the applicable tax, fee or duty.
Client will promptly inform AIQUE about the revocation, expiry or any other change to the mentioned exemption by means of written communication sent to AIQUE. If such communication is late or does not occur, the Client will compensate AIQUE of any tax, duty, fee and fine, penalties, interest and Court costs arisen for AIQUE. Client shall fully cooperate with AIQUE in seeking a waiver or reduction of such taxes and promptly complete and file all relevant documents.
Where Client does not furnish AIQUE with relevant associated TAX, Duty or Reporting requirements in the Jurisdiction of Service, to which it is aware or is required to be aware as related to the agreed Service and associated TAX, Government Fee or Duty or reporting requirements in the Jurisdiction of service. Then AIQUE may if any fee, penalty, fine or liability is apportioned to AIQUE, the Client will Compensate AIQUE accordingly including any costs as incurred.
The Service Price does not include any tax, duty, fee, or charge, including but not limited to VAT, GST and other sales, turnover, consumption or service taxes, or corporate income tax levied by any governmental authority other than the Service Provider's country of incorporation. Should any of such taxes be applied, they will be entirely borne by the Client and they will be added to the Service Fee.
If Client imports, exports, transfers, accesses, or uses an AIQUE Product or Non-AIQUE Product across a border, Client agrees to be responsible for and pay authorities any custom, duty, tax, or similar levy assessed by the authorities. This excludes those taxes based on AIQUE net income.
13.16. Where taxes are based upon the location(s) receiving the benefit of service Client has an ongoing obligation to notify AIQUE of such location(s) if different than Client's business address listed in the applicable Agreement, Letter of Agreement / Appointment, Purchase Order. Or as provided during the online “Self-Acceptance” registration process,
PAYMENT SECURITY
Should the Course Price exceed USD$ one million (USD$ 1,000,000), upon request from AIQUE, Customer shall establish acceptable payment security in the form of an irrevocable, unconditional, sight letter of Credit or Bank guarantee in the amount of the Service Price and issued or confirmed by a Principal Bank utilized by the Client in the Jurisdiction of Service, that is acceptable to AIQUE
AUTHORIZED
Customer shall not hold itself out or permit any person to hold it out as being authorized by AIQUE or any of its Affiliates to provide any services related to the subject matter of the Service, and shall not do any act which might reasonably create the impression that it is so authorized. Unless agreement is made with AIQUE in writing for specific subject matter related to the Service.
WARRANTIES AND LIABILITIES
AIQUE will conduct the Service in accordance with the description made in the Service Proposal or Agreement and will use reasonable endeavors to ensure that any Service provided is dispensed with reasonable skill and care and will follow practices consistent with the professional standards in the industry.
The total liability of AIQUE, on all claims of any kind, whether in contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, arising out of or related to the Contract / Agreement, or its performance or breach, shall not exceed the Service Fee paid for the Service only in respect of which the claim is made. The entire liability for all claims related to the Agreement will not exceed the amount of any actual direct damages incurred by Client up to the amounts paid (if recurring charges, up to 12 months' charges apply) for the service that is the subject of the claim, regardless of the basis of the claim. Specific terms may be set out through “Self-Acceptance” of an on-line service through AIQUE Websites or Portals.
16.3.In no event shall AIQUE or its affiliates be liable for any loss of profits, or goodwill or for any special or indirect or consequential damages arising under the Terms and Conditions and specific Terms and Conditions and specific Contract / Agreement in delivering the Service. This article shall prevail over any conflicting or inconsistent terms in the Contract, unless those terms further restrict AIQUE’s liability.
16.4.All conditions and warranties not expressly set forth in the Contract/ Agreement and whether expressed or implied are excluded to the fullest extent permissible by law. In particular but without limiting the generality of the foregoing, AIQUE shall not be liable for any practical use made by the Client or any agent or employee of Client, of the information contained in the Service or any related Service material.
16.5.Client shall indemnify AIQUE against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by AIQUE arising out of or in connection with:
Any breach of Customer, its employees, agents or subcontractors or any of the Attendees of any provisions of the Contract; • any negligence or other tortious conduct of Client, its employees, agents or subcontractors or any of the Attendees; and
Any claim made against Service Provider by a third party for death, personal injury or damage to property which is attributable to the acts or omissions of Client, its employees, agents, affiliates or subcontractors or any of the Attendees. Neither Party excludes or seeks to limit its liability in respect of death or personal injury, fraud, willful misconduct or gross negligence.
Note: Access by User and “Self-Acceptance” of AIQUE Website/ Portal Services may establish alternate Warranty & Liability Terms.
FORCE MAJEURE
Neither Client nor AIQUE shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.
GOVERNING LAW and DISPUTE RESOLUTION
Any dispute arising out of or in connection with the Contract/ Agreement including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
Note: The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under the Agreement.
The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be United States of America.
The language to be used in Arbitral proceedings shall be English. Jurisdictions applied shall be assigned in considering the location of Parties Technology Infrastructure and resource assignment or the Primary location of Service receipt.
The Contract / Agreement shall be governed by the laws of the United States of America, AND the Clients location of Incorporation in due consideration of appropriate designate boundaries of Operation, location of Service supply and interfaces during work scope execution. Where Parties are unable to agree in jurisdiction to resolve any dispute then each party submits to exclusive jurisdiction of Singapore for arbitration.
AIQUE may assign or novate its rights and obligations regarding the Service, in part or in whole, either to one of its Affiliates without Client approval and upon written notice to Client setting forth the effective date of such assignment or novation.
Client agrees to execute such documents as may be necessary to effect the assignment or novation. Client guarantees the performance of its subsidiaries and affiliates after the assignment or novation takes effect.
The delegation or assignment by Client of any or all of its duties or rights under this order without AIQUE’s prior written consent shall be void. AIQUE shall have the right at all times to assign to third parties any and all credits under the Terms and Conditions and specific Terms and Conditions and specific Contract / Agreement subject to prior notification in writing to Customer.
The Terms and Conditions and specific Contract/ Agreement represents the entire agreement between the Parties and no modification, amendment, rescission, waiver or other change shall be binding on either Party unless assented to in writing by the Parties’ authorized representatives.
Any oral or written representation, warranty, course of dealing or trade usage not contained or reference herein shall not be binding on either Party. Each Party agrees that it has not relied on, or been induced by, any representations of the other Party not contained in the Terms and Conditions and specific Contract/ Agreement.
Neither party will bring a legal action arising out of or related to the Agreement more than two years after the cause of action arose. Unless the Claim is related to that of Intellectual Property which any claim option shall remain in perpetuity The invalidity in whole or in part of any part of these Terms and Conditions and specific Terms and Conditions and specific Contract / Agreement shall not affect the validity of the remainder of the Contract.
The Terms and Conditions and specific Terms and Conditions and specific Contract / Agreement is for the benefit of the AIQUE and the Client and not for any third party and nothing confers any benefit or enforcement right under the Relevant Contracts Laws of Country / Jurisdictions.
The following Clauses/ Articles shall survive termination of the Contract:
Article 3.0 Obligations
Article 4.0 Confidentiality
Article 9.0 Service Materials
Article 11.0 Data & information
Article13.0 Service Costs, Payments & Taxes
Article 16.0 Warranties and Liability
Article 18.0 Governing Law & Disputes
Article 19.0 Miscellaneous
EXHIBIT A: QaaS, if service is applicable
EXHIBIT B: Training, if service is applicable
EXHIBIT C: Consultancy, if service is applicable
EXHIBIT X: further exhibits as developed for specific AIQUE services
Note: The Service Agreement or Letter will denote the Exhibits and Supportive documents to be referred to. Where an Exhibit available is referred Not Applicable” will be indicated
MISCELLANEOUS
If any provision of an Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect. If there is any inconsistency between provisions in different parts of an Agreement, those parts shall have precedence, (unless expressly agreed otherwise, and in reference Definitions “Agreement” to Note a, and Final Document Approvals Statement)
Letter of Service, or
Service Agreement
the applicable Statement of Work, if applicable
these General Terms and Conditions, and applicable Exhibits, other Annexes/ Exhibits to Service Agreement(s), as applicable
Revisions to terms and conditions will not be made for the duration of Services supplied unless specifically agreed or where Country/ Jurisdiction legislation is implemented. Where such occurs either party on being aware of such revisions or new legislation shall notify the other party in writing and implementation evaluated and requirements applied accordingly
TERMINATION
These Terms and Conditions or terms of specific Contract / Agreement applies to the Services whenever performed (including before the date of Agreement).
The Agreement shall terminate on the completion of the Services. Either party may terminate it, or any particular Services, earlier upon 90 days’ prior written notice to the other. In addition, we may terminate this Agreement, or any particular Services, immediately upon written notice to you
If AIQUE reasonably determine that we can no longer provide the Services in accordance with applicable law or obligations.
Client shall pay AIQUE for all work-in-progress, Services already performed, and expenses incurred by us up to and including the effective date of the termination of this Agreement.
Approvals:
These Terms and Conditions will be deemed to have been accepted in full by Confirmation of Service agreement by Clients Authorized Person. Signature is not required on these Terms and Condition
Articles that are superseded or voided by the overriding agreement as agreed between AIQUE and the Client shall ensure due reference to the Article contained herein so as to avoid misinterpretation