Standard Terms and Conditions 

1. The Customer use of Eummena’ products, software, services and Web sites (referred to collectively as the “Services'' in this page and excluding any services provided to the Customer by Eummena under a separate written agreement) is subject to the terms of a legal agreement between the Customer and Eummena. This page explains how the agreement is made up and sets out some of the terms of that agreement between Eummena and the Customer. 
   
   
2. The Customer Agreement with Eummena may also include Additional Terms applicable to the Services, in addition to the Terms along the Service Level Agreement (SLA). All of these are referred to below as the “Additional Terms.” Where Additional Terms apply to a Service, these will be accessible for the Customer to read either within, or through the use of that Service. 
   
   
3. These Standard Terms & Conditions form a binding legal Agreement between the Customer and Eummena in relation to the Customer use of the Services. It is important that the Customer takes the time to read them carefully. If there is any contradiction between the Additional Terms and the Service Level Agreement or its Terms, then the Additional Terms shall take precedence. 
   
   
4. The Services may use third party products and services. Third party terms do not form a part of these Terms. 
   
   
5. Eummena mission and commitment is to provide consultation, software development, configuration and hosting, training, and instructional design services to Customers using a variety of software solutions, including the open-source Moodle Learning Management System (LMS). To that end, Eummena can provide expertise to train the Customer administrators and course creators, extend, configure and install the Customer LMS to the agreed specifications, host the Customer LMS at an enterprise-level cloud-computing infrastructure, and convert course materials so that they function well in the Customer LMS. 

Proprietary rights 

1. Unless the Customer has agreed otherwise in writing with Eummena, nothing in the Terms gives the Customer a right to use any of Eummena’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features. 
   
   
2. Moodle Open Source Software (“Moodle”) is licensed under a GNU General Public License GPL open source license version 3. The Customer use and distribution of Moodle is governed by the terms of the GPL license and Eummena makes no representations or warranties regarding its use other than as provided in this Agreement.
   
   
3. Other than the limited license set forth in Section 3, Eummena acknowledges and agrees that it obtains no right, title or interest from the Customer (or their licensors) under these Terms in or to any Content that the Customer submits, posts, transmits or displays on, or through the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless the Customer has agreed otherwise in writing with Eummena, the Customer agrees that the Customer is responsible for protecting and enforcing those rights and that Eummena has no obligation to do so on the Customer behalf. 
   
   
4. The Customer agrees that they shall not remove, obscure, or alter any proprietary rights notices (including copyright, logos and trademark notices) which may be affixed to or contained within the Services unless the Customer has expressed written permission from Eummena. 
   
   
5. Unless the Customer has been expressly authorized to do so in writing by Eummena, the Customer agrees that in using the Services, they will not use any trademark, service mark, trade name, logo of any Eummena or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos. 

License from Eummena 

1. Eummena gives to the Customer a non-assignable and non-exclusive license to use the software provided as part of the Services provided to the Customer by Eummena (referred to as the “Software” below). This license is for the sole purpose of enabling the Customer to use and enjoy the benefit of the Services as provided by Eummena, in the manner permitted by the Terms. 
   
   
2. Unless Eummena has given to the Customer specific written permission to do so, the Customer may not assign (or grant a sublicense of) their rights to use the Software, grant a security interest in or over the Customer rights to use the Software, or otherwise transfer any part of the Customer rights to use the Software. 

Content license from the Customer 

1. The Customer retains copyright and any other rights the Customer already holds in Content which the Customer submits, posts or displays on or through the Services. 
   
   
2. The Customer understands that Eummena, in performing the required technical steps to provide the Services to the Customer users, may (a) transmit or distribute the Customer Content over various public networks and in various media; and (b) make such changes to the Customer Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. The Customer agrees that this license shall permit Eummena to take these actions. 
   
   
3. The Customer confirms and warrants to Eummena that the Customer has all the rights, power and authority necessary to grant the above license. 

Confidential Information

1. From and after the Service Start Date, except as required by the terms of a valid and binding order issued by a competent authority, the Eummena shall keep confidential and protect, and shall not disclose, allow access to or use in any way (including but not limited to making any copies, duplications), any and all information (including but not limited to any reports, studies, memoranda, correspondence, manuals, records, plans, salary information or other written, printed, or otherwise recorded material of the Customer relating to the works and/or services under this Agreement (“Confidential Information”).
   
   
2. Eummena acknowledges and agrees that the Confidential Information is and will continue to be the exclusive property of the Customer and the Eummena shall have no interest in any of this material.
   
   
3. If Eummena, or any of its agents, receives a request to disclose all or any part of the Confidential Information in connection with a proceeding, that agent will, to the extent permitted by Law, immediately notify the Customer of the existence, terms and circumstances surrounding such request, consult with the Customer regarding the advisability of taking legally available steps to resist or narrow such request, and if disclosure of such information is required, at the Customer expense, exercise commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded such portion of the disclosed information which the Customer so designates.

Ending the Customer’s relationship with Eummena 

1. This agreement shall be deemed to have come into force and effect on the date when the client started receiving services from Eummena based on a valid quotation (“Effective Date”) and shall terminate after 12 months, unless otherwise directed by the Customer (service renewal) or defined in any Annex of this agreement. 
   
   
2. If The Customer wants to terminate the legal agreement with Eummena, The Customer may do so by (a) notifying Eummena with a 30 day written notice to our official email, solutions@eummena.org and (b) closing The Customer accounts for all of the Services which The Customer uses, where Eummena has made this option available to The Customer. The Customer notice should be sent, in writing, to Eummena’s address, which is set out at the beginning of these Terms. 
   
   
3. Early termination of Services invokes a 30% cancellation fee to Eummena upon the remaining Term fees. Any balance after fees will be returned to The Customer. Should Eummena terminate this agreement for convenience rather than cause, the Customer may receive a pro-rata refund for any and all remaining balances based on contractual terms. 
   
   
4. In the case of Success Plans or other support plans purchased by clients, up to 20% of the hours that were not consumed within the contractual period can be moved to the next period, provided that the client renews their current Success Plan (or support contract). In any other case, the purchased hours will be forfeited and lost. 
   
   
5. Eummena may at any time, terminate its legal agreement with the Customer if:
   
   
6. 1. The Customer has breached any provision of the Terms (or have acted in a manner which clearly shows that the Customer does not intend to, or is unable to comply with the provisions of the Terms); or 
      
      
   2. Eummena is required to do so by law (for example, where the provision of the Services to the Customer is, or becomes, unlawful); or 
      
      
   3. The partner with whom Eummena offered the Services to the Customer has terminated its relationship with Eummena or ceased to offer the Services to the Customer.
      
      Except in the case of a termination because of a breach caused by the Customer, following any early termination by Eummena, a pro-rata refund will be provided to the Customer effective from the date that the specified Services are no longer available to the Customer.  
      
      
7. When these Terms come to an end, all of the legal rights, obligations and liabilities that the Customer and Eummena have benefited from, been subject to (or which have accrued over time while the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation. 
   
   
8. Once the termination becomes effective, Eummena shall immediately stop all work under this Agreement, shall take all reasonable steps to preserve and protect all works related to the Project, and promptly procure the delivery of such works to the Customer.
   
   
9. Upon the termination or expiration of this Agreement, the Customer shall not have any further obligation to Eummena, except that the Eummena shall be entitled to receive any payments earned or accrued by the date of termination or expiration. 

General Legal Terms 

1. Sometimes when the Customer uses the Services; the Customer may (as a result of, or through the Customer use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or Eummena. The Customer use of these other services, software or goods may be subject to separate terms between the Customer and Eummena or person concerned. If so, the Terms do not affect the Customer legal relationship with these other companies or individuals. 
   
   
2. The Terms constitute the whole legal agreement between the Customer and Eummena and govern the Customer’s use of the Services (but excluding any services which Eummena may provide to the Customer under a separate written agreement), and completely replace any prior agreements between the Customer and Eummena in relation to the Services. 
   
   
3. The Customer agrees that Eummena may provide the Customer with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
   
   
4. The Customer agrees that if Eummena does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Eummena has the benefit of under any applicable law), this will not be taken to be a formal waiver of Eummena’s rights and that those rights or remedies will still be available to Eummena. 
   
   
5. If any court of law, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable. All our contractual relations will be governed exclusively by law.
   
   
6. The Customer acknowledges and agrees that each member of the group of companies of which Eummena is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than this, no other person or Eummena shall be a third party beneficiary to the Terms. 
   
   
7. The client explicitly waives its own standard terms and conditions, even if these were drawn up after these standard terms and conditions of sale. In order to be valid, any derogation must be expressly agreed to in advance in writing.
   
   
8. Our invoices are payable within 21 working days, unless another payment timeframe is indicated on either the invoice or the order. In the event of non-payment by the due date, Eummena reserves the right to request a fixed interest payment amounting to 10% of the sum remaining due. Eummena will be authorized to suspend any provision of services without prior warning in the event of late payment.
   
   
9. If a payment is still outstanding more than sixty (60) days after the due payment date, Eummena reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the client.
   
   
10. Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation. Any withholding at source will be paid by the client to the tax authorities. Under no circumstances can Eummena become involved in costs related to a country's legislation. The amount of the invoice will therefore be due to Eummena in its entirety and does not include any costs relating to the legislation of the country in which the client is located.
    
    
11. Eummena undertakes to do its best to supply performant services in due time in accordance with the agreed timeframes. However, none of its obligations can be considered as being an obligation to achieve results. Eummena cannot, under any circumstances, be required by the client to appear as a third party in the context of any claim for damages filed against the client by an end consumer.
    
    
12. In order for it to be admissible, Eummena must be notified of any claim by means of a letter sent by recorded delivery to its registered office within 8 days of the delivery of the goods or the provision of the services.

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