DRAFT InAcademia service agreement
Geant having its registered office in XXXX, represented in this matter by the director, hereinafter referred to as Geant;
and
[NAME OF online retailer] having its registered office in [CITY], at [ADDRESS], represented in this matter by [NAME OF LEGAL REPRESENTATIVE ], hereinafter referred to as the Online retailer
hereinafter jointly referred to as ‘the Parties’;
Whereas
- Geant offers the the online retailer the possibility to connect to the InAcademia service;
- the Online retailer can make use the InAcademia service to validate students via the Universitieis identities federated in Edugain;
- by using InAcademia, the online retailer has a reliable way of validating student status;
- For every positive returned validation a transaction fee is applicable;
- the online retailer might Process Personal Data and therefore processor arrangements have been laid down in this agreement that apply between the Online retailer and InAcademia.
- This Agreement is a separate agreement from the agreement that InAcademia has with its end users at https://www.Geant.org/.....
- This Agreement does not have to be signed in order to be binding. You indicate your assent to the terms by clicking on the "I agree" (or similar button) that is presented to you at the time of your order.
Declare that they have agreed as follows:
- Enforcement of Geant Customer Agreement.
All use of the service by end users is subject to the Geant Customer Agreement, and you may not purport to impose any other terms pertaining to their use of the service.
- Identification as InAcademia Online retailer.
Subject to this Agreement, you are permitted to identify yourself as an InAcademia "Online retailer" solely in connection with your online sales to students. Y
- Fees.
Fees are payable upon receipt of a monthly service invoice specifying the amount of validations and the fee per validation. The validation fee is 0,15€ excluding taxes.
- Delivery.
Delivery. Upon receipt of this signed agreement we will assign an InAcademia service engineer connect you to the InAcademia service.
- Taxes.
Payments made by you under this Agreement exclude any taxes or duties payable in respect of the service in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Geant, you must pay to Geant the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide Geant any such exemption information, and Geant will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant tax authority if such a refund or credit is available.
- Online retailer Obligations and Liability.
You agree not to represent yourself as an agent or employee of Geant or InAcadima. You will not make any representations regarding Geant, on Geant’s behalf, or about any services. You agree not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Geant or its services and agree to comply with all applicable federal, state and local laws and regulations while operating under this Agreement, including without limitation the European Privacy laws.
- Indemnity.
You are fully responsible for all liabilities and expenses of any type whatsoever that may arise due un-received student discount as result of a failure in the InAcademia validation service. You will indemnify, hold harmless and defend Geant from and against any claim, loss, cost, liability or damage.
- Termination.
We may terminate this Agreement if you materially breach any provision in this Agreement and fail to cure such breach within five (5) days of written notice of such breach. In addition, either party may terminate this Agreement for any reason or no reason upon thirty (30) days’ written notice to the other party. Geant may also terminate this Agreement immediately upon notice to you if it ceases to offer the InAcademia service.
- Effect of Termination.
You expressly agree that Geant will have no obligation or liability to you resulting from termination or expiration of this Agreement in accordance with its terms. Upon termination or expiration of this Agreement: (a) you must immediately cease identifying yourself as an Geant Online retailer and using Geant Marks (b) you must destroy all Confidential Information in your possession and certify destruction (unless we request that you return such materials to us) and (c) Sections 3 Payment and section 12 confidentiality will survive.
- Changes to Agreement.
From time to time, we may modify this Agreement. The version of this Agreement in place at the time you submit each Online retailer Order is the version that will govern such order. We will use reasonable efforts to notify you of these changes through communications through our website or other forms of communication, but we also suggest that you bookmark this Agreement and read it periodically.
- Confidentiality.
Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (as "Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Geant Technology and any performance information relating to the Products shall be deemed Confidential Information of Geant without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
- LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER GEANT NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
TO THE FULLEST EXTENT ALLOWED BY LAW, GEANT’S AND ITS THIRD-PARTY SUPPLIERS’ ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY ONLINE RETAILER TO GEANT IN RESPECT OF THE ONLINE RETAILER ORDER THAT IS THE SUBJECT OF THIS AGREEMENT.
- Dispute Resolution.
In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in Amsterdam (Netherlands). All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.
- Governing Law
This Agreement will be governed by and construed in accordance with the applicable laws of the Netherlands
- Term of agreement
This agreement is entered into for a period of three years, commencing on <start date> and consequently ending on <end date>.
- Privacy
The online retailer is not authorised to use, or cause others to use, the Personal Data or parts thereof made available to the online retailer in any way other than to perform the validation service, subject to any statutory requirements to the contrary.
- Service Level Agreemnt
The service level agreement is specified in Annex A.
Should you have any questions concerning this Agreement, or if you desire to contact Geant for any reason, please contact us.
Annex A: Service Level Agreement