The General Terms and Conditions apply from 15 March 2019.
Contracting Party:
EDUardo Zrt.
a private company limited by shares established according to the laws of Hungary, having its registered address at H-1061 Budapest, Liszt Ferenc tér 11., Hungary; company registration number: Cg 01-10-140224; EU tax number: HU26690364; represented by Zsuzsanna FARKAS, chief executive officer
(hereinafter, the “Provider”)
AS FOLLOWS:
EDUardo is an online business simulation platform that can be accessed by registered Users through a Web browser. It allows the Users to acquire various economic knowledge by means of a practice-focused interactive approach.
A Subscriber is permitted to procure that a predetermined number of its Users use the EDUardo simulation platform within the framework of its educational programme. It is also possible to use the simulation environment in the framework of ‘assessment’ activities.
The present GTC regulates the framework of corporate use but does not cover cases where the User is engaged in the service for the purpose of a third party (e.g. for the provisions of training service). The present GTC does not extend, either, to use in the framework of educational institutions or use by individual (private) Users.
The present GTC constitutes an annex of the custom offer prepared by the Provider to the Subscriber.
2.1 ‘Materials’ means any written and graphic content provided by or on behalf of the Provider, including, but not limited to texts, photographs, illustrations and designs, regardless of whether it is provided by the Provider or another customer of the Provider or any other third party.
2.2 ‘Assessment’ means the use of the Service for capability assessment and personnel selection within the framework of assessment or development centres.
2.3 ‘Subscriber’ means an undertaking contracted with the Provider.
2.4 ‘Subscriber Data’ means data in electronic format, which is collected by the Provider about the Subscriber by means of the Service.
2.5 ‘Custom e-learning Education’ means that each participant will receive personal access to the system and process the curriculum according to his/her own schedule. In such cases, the software licence applies to the individual and provides access to the system during a pre-determined period of time.
2.6 ‘Custom Content’ means contents in text, image and video formats owned by the Subscriber and uploaded in the simulation environment at the Subscriber’s request.
2.7 ‘Case Study’ means a simulation unit focusing on particular educational content.
2.8 ‘Facilitated Education’ means when the participants form small groups (2-4 persons) and apply the simulation environment under the guidance of the trainer within the framework of the facilitated course. In these cases, the software licence applies to the group and allows one-day access.
2.9 ‘Users’ means employees engaged by the Subscriber or the participants in the Subscriber’s professional selection process.
2.10 ‘Account’ means elements chosen by the Subscriber, which are selected by the Subscriber on the Provider’s customer portal during the enrolment and also considered accepted by Service Provider. The elements of the order can be modified by mutual consent, which is recorded by the Provider through the portal.
2.11 ‘Effective Date’ means the starting date of the Service, as indicated in the Subscriber’s Account.
2.12 ‘Training’ means when the Subscriber uses the Service in its own educational activities.
2.13 ‘Trainer’ means the person who is professionally guiding the Subscriber’s courses (or assessment process), who can be an employee of the Subscriber or a specialist contracted with the Subscriber.
2.14 ‘Own Use’ means a case where the Subscriber uses the Service for training in-house Trainers.
2.15 ‘Policy’ means the data use and data protection guidelines defined by the Provider, which are available on the https://edu-simulation.com website, as the Policy may change from time to time.
2.16 ‘Service’ means the Provider’s EDUardo business simulation service and includes the software environment named EDUardo, which is owned and operated by the Provider. Under this Agreement, the Service will be available to the Subscriber via the Internet. The Service includes the functions indicated on the Provider’s website (https://app.edu-simulation.com), which the Provider may change from time to time at its discretion.
2.17 ‘Area’ means a geographical area where the Subscriber may use the Service.
2.18 The term ‘Train-the-Trainer’ means the knowledge transfer process concerning the use of the Service. If ordered by the Subscriber, the Train-the-Trainer programme will be held to the Trainers on the Subscriber’s premises before the start of the Educational Programme.
Depending on the prior agreement of the Parties, the Provider provides the Service through the Facilitated Education and Custom e-learning Education approaches or for Assessment purposes.
The Provider provides the Service to the Subscriber in accordance with the standard guidelines and procedures. The Provider makes the Service available to the Subscriber in a way that it creates a trainer account for the Subscriber on the Platform and provides the login information to the Subscriber.
The Subscriber shall be entitled to use the Service and organise in-house company courses and assessment activities in the specified Area.
The Service is realized through the use of case studies.
4.1. The technology background of the EDUardo simulation platform and e-learning environment is as follows:
4.2 Client-side requirements:
4.3.1 User registration steps (in the case of the Custom e-learning mode):
4.3.2 User registration steps (in the case of the Facilitated Education mode and assessment uses):
4.4 Password encryption:
4.5 Maintenance of User data (in the case of the Custom e-learning mode)
4.6 Accessing the interface:
4.7 Technical information on the deletion of a User (in the case of the Custom e-learning mode):
4.8 Information on educational videos
4.9 Use of cookies on the web interface:
4.10 Handling of Custom Content
Custom Content is uploaded / displayed on the educational interface at the Subscriber’s request. Any Custom Content is the property of the Subscriber and can be accessed only by the Users of the Subscriber.
Custom Content may be shared with any third party only with the prior written approval of the Subscriber.
4.11 Availability
4.12 Error reporting
The support team of the Provider provides technological support by using a ticketing system that meets the international standards developed to that end. The current status of the report of the person sending the report and any related correspondence can be reached through the customer portal provided that he/she is registered as a client in the support portal system.
End-users can address technical issues to the operator of the EDUardo educational interface at any time by using a designated contact form integrated into the system. The reports sent this way are received at the central e-mail address of the operator’s customer service, they are processed by the team that is most competent based on the topic of the message (content developers, web developers).
The Provider undertakes the following time limits for responding to the questions and address any technical disruptions that may arise:
The Provider guarantees that it gives feedback to the reporting party within one working day of the recording of the question or error report received from the client, and starts mapping the issue.
The Provider guarantees that the client will be informed about the current status of the troubleshooting and maintenance, as well as the expected duration of clearing the reported error within two working days.
The technical customer service of the Provider accepts questions through the form integrated into the software and the e-mail address used for this purpose 24 hours a day.
The person making the report must provide his/her electronic mail address (optionally, other contact data) in order to enable the Provider to reach the notifying party with notices concerning the report.
Following a preliminary survey, incoming requests are handled and answered based on priority. The Provider handles and answers reports of the same level of criticality according to their arrival time.
When an error is reported, the Provider reserves the right to ask for information concerning the report in order to carry out the proper maintenance works, including, but not limited to, the reporting person’s User name, electronic mail address, the name of the software modules affected by the report and the details of the detected error.
4.13 System maintenance
The Provider reserves the right to carry out pre-scheduled maintenance, of which the Provider will inform the end-users five working days before the scheduled date of the maintenance on the interface and by electronic mail, indicating the exact date of the maintenance, as well as the expected start time and end time thereof. The client is entitled without limitation to software updates of the bug fix type during the term of the contract.
5.1 The service fee allows 24-hour access to the group Users in the case of the Facilitated Education mode.
5.2 The service fee is a per capita fee for a specified period of time in the case of Custom e-learning Education mode.
5.3 The service fee is a per capita fee applicable to one-off system access in the case of the Assessment use mode.
5.4 The access fee will be determined on the basis of the number of participants, the duration of system access and the relevant content within the framework of a custom offer. Quotation is provided upon request.
5.5 The fee for any developments will be communicated in an offer once the requirements have been specified.
5.6 The Train-the-Trainer programme is optional and organized at the request of the User. Its fee is determined in a specific agreement. Quotation is provided upon request.
5.7 The service fee is subject to VAT (reverse tax is payable if the Subscriber has an EU tax number).
5.8 The service fee (including the Train-the-Trainer fee) is due according to the details of the service offer.
5.9 In the event that the Subscriber requires services other than those listed in Sections 5.1 to 5.8, the Parties agree on a supplementary service fee before the start of the supplementary service.
Obligations of the Provider
6.1 The Provider agrees to provide the Service to the Subscriber properly, professionally and diligently in accordance with the Documentation. This commitment does not apply to any non-compliance caused by any improper use of the Service or any modification/interference with the software that has been implemented other than by the Provider or its suppliers. If the Services fail to meet the above commitment, the Provider takes all reasonable measures at its own cost to immediately eliminate such non-compliance or provide the Subscriber alternative means to achieve the desired performance. Such adjustment or replacement is the exclusive remedy of the Subscriber for a breach of the obligations defined in this section. Notwithstanding the above, the Subscriber recognizes that:
6.2 The Provider is not responsible for any delay, failure of delivery or any other loss or damage arising from the transfer of data via communications networks and devices, including the Internet, and the Subscriber acknowledges that the Services may be subject to such restrictions, delays and other problems resulting from the use of such means of communication.
6.3 The EDUardo simulation platform is available 24 hours a day, 7 days a week, through the virtual servers provided to the Subscriber. Trainers are free to schedule their training sessions.
6.4 The Provider provides support to the Subscriber to learn the use of the software platform. The Service will organize a ‘Train-the-Trainer’ programme to the designated Users of the Subscriber upon separate request from the Subscriber and for an extra fee. Using the ‘Train-the-Trainer’ is an optional service element.
6.5 The Provider provides technical support during the training through the Ticketing system.
6.6 The Provider provides access to the customer service interface through the customer service interface of https://app.edu-simulation.com.
6.7 The Provider provides its services in English (communication, technical support, customer service and support documentation). The simulation platform itself is multilingual and both the teaching environment and the environment of the participants are available in different languages.
Obligations of the Subscriber
6.8 The Subscriber shall:
- Provide the necessary cooperation to the Provider in connection with this Agreement and allow access to any information the Provider may require for the organization of Services;
- Designate the trainer responsible for communication in connection with the educational programme and determine the number of trainers taking part in the Train-the-Trainer programme.
- Meet the requirements of the Provider concerning the use of the Service;
- Comply with the applicable laws and regulations with respect to its activities under this Agreement;
- Perform all its other Subscriber’s duties timely and efficiently;
- Obtain and hold the necessary licences, consents and authorizations that the Provider or any of its subcontractors may need to fulfil their obligations set forth in this Agreement;
- Ensure that its network and IT systems comply with relevant requirements specified by the provider; and
- Accept exclusive responsibility for obtaining and maintaining its network and the telecommunication connections from these systems to the Provider’s data centres, as well as any problems, conditions, delay, delivery failures and any other loss or damage caused by the recipient’s network connection or telecommunications links or the Internet.
7.1 Each party can access the confidential information of the other party in order to fulfil its obligations under this Agreement.
7.2 Each party treats confidentially and data of the other party and not transfer such data to any third party or use such data for any purpose other than the implementation of the Agreement, except as required by the law.
7.3 Neither party is responsible for the loss, destruction, alteration or disclosure of any confidential information by any third party.
7.4 The Subscriber acknowledges that the details of the Services and the results of any benchmark test of the Services shall be considered as confidential data belonging to the Provider.
7.5 The Provider acknowledges that the Subscriber’s data are considered confidential information of the Subscriber.
7.6 This clause will survive the termination of the agreement.
8.1 This agreement is valid with predefined data set out in the specific agreement.
8.2 The present agreement continues unless either of the Parties informs the other Party otherwise in accordance with the present Agreement.
8.3. The Provider is entitled to withdraw from the agreement and suspend client access if the Subscriber fails to meet the previously agreed payment schedule.
8.4 Without prejudice to any other rights or remedies of the Parties, either Party may terminate the agreement without liability to the other Party if:
- The other Party commits any material breach in respect of this agreement and (if such breach can be remedied) fails to remedy the notified breach within 30 days of the notice; or
- The other Party has against it liquidation or insolvency proceedings ordered or a resolution to that effect is taken, or circumstances arise that entitle the competent court to open liquidation or insolvency proceedings with respect to the other party; or
- The other Party ceases to exist or the circumstances threaten that the other Party will cease operation.
8.5 Upon the termination of the agreement for any reason:
- All subscriptions (licences) provided under this agreement shall immediately cease;
- Each Party shall return and no longer use any equipment, assets, documents and other items due to the other Party (and all copies thereof);
- The Provider may destroy or discard in any other way any Subscriber Data in its possession, unless the Provider receives a written request from the Subscriber no later than within ten days from the date of termination of this agreement, requesting the most recent backup the Subscriber Data. The Provider must take reasonable commercial efforts to send the requested data to the Subscriber within 30 days of the receipt of such written request, provided, that the Subscriber has paid in time all fees due during and after the termination (regardless of whether or not they are due the time of termination). The Subscriber shall pay the Provider all reasonable expenses incurred related to the return or removal of the Subscriber Data.
9.1. The Subscriber acknowledges and agrees that the Provider and/or its Licensors are the owners of all Intellectual Property Rights that appear in the Services and their documentation. With the exception of any explicit provisions of this Agreement, this Agreement does not grant the Subscriber any rights to any patents, copyrights, databases, business secrets, trade names, trademarks (whether or not registered) or any other rights or licences in respect of the Service. The Provider confirms that it is holding all the rights associated with the Service that are required for providing the Services in accordance with the terms and conditions of this Contract and the terms and conditions of this agreement.
9.2 The agreement enters into force on the date mutually signed by the Parties. In exercising their rights, the Parties shall act in good faith in accordance with the provisions in Section 4 (1) of the Hungarian Civil Code.
9.3 The agreement is governed by the laws of Hungary.
9.4 Any dispute or claim in connection with this agreement or any dispute or claim regarding its breach, termination or validity will be finally settled by the Court of Arbitration attached to the Hungarian Chamber of Commerce, Budapest, in accordance with its rules and procedures. The language of the arbitration proceedings is English.
The arbitration panel will comprise three arbitrators, one appointed by the claimant, one appointed by the defendant, and one appointed jointly by the arbitrators so appointed. If either party to the dispute fails to appoint an arbitrator within the time limit set out in the Arbitration Rules, or the two arbitrators fail to elect the chairman of the arbitration panel, the chairman of the Hungarian Chamber of Commerce, Budapest, will act as the appointing authority. The arbitrate award is final and binding on the parties.