(Revised August 7, 2020)
All services described hereunder constitute Services as defined in, as applicable, either the Master License and Service Agreement or the Global Services Agreement (each, the “Agreement”). Capitalised terms used herein and not otherwise defined herein have the meaning set forth in the Agreement or applicable SOW. Please refer to the section below applicable to Services referenced on your SOW.
I. Additional Terms if Services Subject to a Global Services Agreement with UL Solutions
In the event that the Services are subject to a Global Services Agreement with UL Solutions as identified in a SOW or an applicable Work Order, which constitutes the “Quotation” for purposes of the Global Services Agreement between Client and the UL Solutions Contracting Party so identified, the Service Terms in this Section shall also apply and govern the provision of any Software Services. These Service Terms and the Global Services Agreement (“GSA”) are incorporated by reference into and are an integral part of a Statement of Work or Work Order entered into by the Parties for the Services.
1. License
During the License Term (defined below) identified in an applicable SOW or as otherwise specifically indicated, UL Solutions grants Client a non-exclusive, non-transferrable, non-sub licensable, limited license to access and use the Services as described in the SOW. Unless otherwise noted, each user license shall be used by only one authorised user and Client shall ensure the number of users does not exceed the number of user licenses set out in the SOW. A User is an individual, working in a capacity as a full-time employee or contractor for the Client who uses the information provided through the Services. Client shall not otherwise allow or facilitate access by any unauthorized third-party to the Services via use of its user accounts or passwords. Client shall notify UL Solutions immediately of any unauthorized use of any password or account or any other known or suspected breach of security of the Services. Client is solely responsible for all activity occurring under its user accounts and shall abide by all applicable local, national and foreign laws, treaties and regulations in connection with its use of the Services. Except as contemplated in the applicable SOW and accompanying Service Terms, Client shall not, nor permit any third party to: (a) copy the Services; (b) modify, translate or otherwise create derivative works of the Services or access the Services in order to create a competitive product or service; or (c) disassemble, decompile or reverse engineer the object code or source code of the Services.
2. Effect of Termination
Unless otherwise specifically noted in the applicable SOW for purposes of perpetual software licenses, upon termination of the SOW or expiration of the License Term: (i) the licenses granted hereunder shall immediately terminate and all rights shall immediately revert back to the UL Solutions and its licensors.
3. Proprietary Rights
Subject to the limited rights and licenses expressly granted hereunder, (i) UL Solutions shall solely and exclusively own and retain all rights, title and interest in and to the Services including the copyright of any database formats and registered trademarks, and any and all derivative works, customizations, improvements and interfaces thereto, including all intellectual property and proprietary rights. All trademarks, service marks, and logos used in connection with the Services are the trademarks of UL Solutions or its licensors. Client is not granted any right or license with respect to any such trademarks, service marks, and logos or any use of such trademarks, service marks, and logos. Nothing in this Agreement confers any right of ownership other than as specified above. No licenses are granted by either party except for those expressly set forth in this Agreement, and all rights and licenses not expressly granted hereunder are reserved by the parties. Nothing in this Agreement restricts, or should be deemed to restrict, either party’s right to exercise any rights or licenses received from any third parties or to grant other or similar rights or licenses to any third parties. Should UL Solutions offer access to additional optional modules that extend the functionality of the Services, Client may elect to license the optional software modules for an additional fee by executing a mutually agreed upon, supplemental SOW, but will have no obligation to do so.
4. Warranty and Disclaimer
UL Solutions warrants that the Services (apart from any third-party data licensed to UL Solutions), when used in accordance with these Service Terms, do not infringe the intellectual property rights of any third party. UL Solutions does not warrant that: (a) the Services will be uninterrupted or error free; (b) that Client will obtain any specific results by using the Services; (c) the opinions or findings it provides in connection with the Services will be recognized or accepted by third parties or represent legal, medical or other regulatory advice; or (d) that use of the Services guarantee any of Client’s inventory will be acceptable or legal in any jurisdiction. UL Solutions makes no warranty, guarantee or representation, either express or implied, regarding the merchantability or fitness for a particular purpose of the Services or suitability or fitness of the Services for the purposes of compliance with any and all administrative, regulatory, or governmental requirements. Client acknowledges that the Services are meant to supplement, and not supplant, Client’s own efforts to ensure Client’s compliance with regulatory requirements. UL Solutions' provision of the Services does not in any way relieve Client of any responsibility for the design, manufacture, testing, marketing or sale of its inventory or services. Client shall not rely solely on any information provided hereunder, but shall consult with professionals of Client’s own choosing for assessment of regulatory compliance and medical advice.
5. Third Party Providers
Client acknowledges that the Services may contain regulatory information and other content provided by third parties and licensed to UL Solutions for use in the Services. Client accesses this information at its own risk. UL Solutions makes no representation or warranties and shall have no liability or obligation whatsoever in relation to the content or use of any such third-party content.
II. Software Services
1. On Client Premise Services (On Premise)
In exchange for fees paid as listed in SOW, UL Solutions hereby grants to Client for its internal business purposes a non-transferable perpetual, non-exclusive worldwide license to use the Software identified and as specified.
2. Hosted Software or Software as a Service (SaaS)
In exchange for fees paid as listed in the SOW, UL Solutions hereby grants to Client for its internal business purposes a non-transferable, non-exclusive worldwide license to access the Software identified and as specified on the SOW during the License Term. If an applicable SOW for GHS Professional or ChemLabelPro Software does not designate installation on Client’s premises, UL Solutions shall host a Client’s instance of such Software in UL’s third-party data centre. Licensed MySDS, XLabel and SDSSmartShare Software as a Service shall also be offered from UL Solutions' third-party data centre.
2.1. Changes in Charges
UL Solutions may change the fees for Services after the initial License Term annually, by providing at least sixty (60) days’ advance notice to the Client. Notwithstanding anything to the contrary, hourly rates may be changed annually on at least sixty (60) days’ notice to Client.
2.2. Term and Termination
The initial term for Services shall commence on the Effective Date and shall continue for the period of time specified in the SOW (the “License Term”) unless earlier terminated in accordance with the terms of the Agreement or this SOW and shall automatically renew for one-year periods as specified below (such renewal also a “License Term”).
III. Support Services
1. GHSProfessional and ChemLabelPro – On Client Premises Maintenance Services
1.1. Covered Maintenance Services
In exchange for fees paid as listed in SOW during the License Term, UL Solutions will maintain Software, substantially free from error. UL Solutions shall use reasonable efforts to correct material program errors or malfunctions in Software, supply technical bulletins, updated user guides and other documentation as they are released by UL Solutions, and supply Client with updates to Software that are released and made generally available by UL Solutions. Client is also entitled to all major functionality releases and bug fix releases during the applicable maintenance License Term. Updates are program logic and documentation changes and improvements to correct errors and defects and to maintain the operational quality of the Software. The foregoing constitutes “Covered Maintenance Services”. Covered Maintenance Services do not include (i) ongoing general questions on use of the Software and training for new Client users or (ii) professional services assistance in connection with regulatory matters unrelated to the performance of the Software. Such assistance is available under separately executed agreements.
1.2. Technical Support
As part of Covered Maintenance Services, UL Solutions shall provide Client reasonable technical assistance. Such technical support Services are intended to assist with application questions and are not to be utilised by Client for database configuration assistance, questions pertaining to Client’s internal system(s), or web application configuration and networking questions. Technical support is not intended to be utilised to make changes to production data, assist with or provide formal application specific user training. All Client internal infrastructure inquiries and issues are the sole responsibility of Client and its internal information technology department. Upon Client request, UL Solutions will quote any professional services that may be necessary to assist Client with data imports, exports, migrations, application upgrades or formal onsite/remote application training. If telephone or email assistance does not correct a Client problem identified as part of Covered Maintenance Services, Client shall provide UL Solutions remote access to the system running the Software and fully cooperate with UL Solutions in diagnosing and addressing the problem. Client shall provide UL Solutions access to the user of the Software or such other Client’s personnel required to address the problem. Such parties shall cooperate with UL Solutions by addressing questions and undertaking the steps reasonably requested by UL Solutions. UL Solutions shall not be required to provide personnel to Client’s site. UL Solutions will respond to Client requests for Services and resolve the problems indicated within reasonable time frames. Responses will be limited to the hours between 09:00 and 17:00 (UK local time) each day excluding Saturdays and Sundays and English public holidays or 25th December to 2nd January inclusive (“normal working hours”).
1.3. Escalation Process
As part of Covered Maintenance Services, UL Solutions will respond to Client requests to resolve the problems indicated within the following time frames:
Severity Level 1 problems are Software problems that render the Software totally inoperable; that is, there is a complete inability to use a critical module for which no workaround is available and impacts production of documents or labels (e.g., such as inability to print labels).
Response time: Within 4 working hours.
UL Solutions Action: Immediately and continuously work to a resolution or acceptable workaround. Escalate if not resolved within 1 business day from reporting.
Severity Level 2 problems are Software problems that severely restrict operation or result in lack of the most important product functionality as contemplated by the user documentation (e.g., such as inability to publish Safety Data Sheets).
Response time: Within 1 business day.
UL Solutions action: Immediately and continuously work to a resolution or acceptable workaround. Escalate if not resolved within 3 business days from reporting.
Severity Level 3 problems are problems with the Software in that some functionality set forth in the user documentation is not available, but such functionality only has a minor impact on the overall operation of the Software as contemplated by the user documentation.
Response time: Within one business day.
UL Solutions action: Workaround provided within 15 Business Days, with fix provided in next release of Software.
Severity Level 4 problems are usage questions.
Response time: Within two business days.
UL Solutions action: Question answered. There is no obligation of UL Solutions to make or include an enhancement requested by Client.
If a Severity Level 1 or Severity Level 2 problem, as defined in the preceding paragraph, is not resolved within the time frames indicated above, the issue will be escalated to the UL Solutions Client Support Manager who will update Client’s dedicated contact person once a day until the problem is resolved. If not resolved within three business days thereafter, the issue will be escalated to the UL Solutions Director level. If not resolved within three business days thereafter, the issue will be escalated to the UL Solutions Executive level.
If (i) a Severity Level 1 or a Severity Level 2 problem, as defined above, is not resolved within the time frames indicated above, the equivalent of one (1) month of fees for the related Service may be credited to the Client.
Client acknowledges that the availability of patches and/or hotfixes to resolve problems described above are dependent upon Client employing a currently supported version and patch of the Software.
Client acknowledges that if upon the reasonable review by the parties a problem is determined to be caused by Client environment or personnel actions rather than by the Software or UL Solutions personnel directed actions, Billable Maintenance Services may be agreed upon by the parties. In such case, with respect to any response determined to be Billable Maintenance Services, fees incurred shall be agreed upon by the parties.
Client and UL Solutions will work together to develop a root cause after action report after a Severity Level 1 or Severity Level 2 problem has been resolved.
1.4. Billable Maintenance Services
During a License Term, Client may request additional support Services to be performed by UL Solutions (“Billable Maintenance Services”). The current hourly rates for such Services are available upon request and are billed monthly as incurred. Billable Maintenance Service includes:
- specification changes requested by Client;
- development and maintenance of Enhancements. Enhancements are any program, any part thereof, or any materials not included in the original delivery of the Software that generally involve an added feature or function to the Software, and may be separately supported;
- customisation of Software, Updates or Enhancements and any other services in respect of other software or firmware programming, development or data input;
- services which, in UL Solutions' opinion, are required due to improper treatment or use or operation of the equipment or Software, or attempts by other than UL Solutions' authorised personnel to repair, maintain or modify the equipment or Software without UL’s prior written approval or any repair or damage caused thereby;
- support for Client-written applications, pre-release software, or non-current versions of Software; or
- repair of damage not caused by UL Solutions, including, without limitation, damage resulting from accident, transportation, neglect or misuse, vandalism, lightning, failure or fluctuation of electrical power, air conditioning or humidity control, telephone equipment or communication lines failure, failure of interconnect equipment, or causes other than ordinary use.
- Client Error. If an error or malfunction is due to Client error, as opposed to an error or defect in the Software, at Client’s request and at UL Solutions' discretion, such error or malfunction shall be investigated and corrected, and Client shall pay UL’s then current Billable Maintenance Service rates for all such service provided.
- Unauthorised Maintenance. Any change, modification or enhancement to the Software by Client or any other party without UL Solutions' prior written authorisation is an unauthorised change. In such case, UL Solutions reserves the right to void this Agreement or provide maintenance that results therefrom, at UL Solutions' then current Billable Maintenance Service rates.
1.5. Upgrades
During the License Term in the event UL Solutions elects to sunset support of a licensed application, UL Solutions may offer Client upgraded versions of the application or successor solutions; provided, UL Solutions shall give Client reasonable advance notice of such occurrences. In the event Client elects to upgrade its licensed version of an application, or to implement a successor solution offered by UL Solutions, UL Solutions shall provide Client a quote for applicable subscription license fees and/or fees that may be associated with additional Services required to accomplish the same. Any unused prepaid subscription license fees applicable to a sunset application (if any) will be credited toward payment obligations associated with a successor solution. In the event support for a licensed version of an application is scheduled for sunset and Client elects not to migrate to an upgraded version or successor solution offered by UL Solutions, Client may continue to receive support and maintenance for the duration of the applicable License Term, and upon expiration of the same, Covered Maintenance Services shall not renew or be renewable.
1.6. Client Responsibilities
(1) Site Conditions
Client shall maintain site conditions within the environmental range of all system devices (and media) at or above the minimum requirements specified by UL Solutions. If Services are required due to failure of Client’s equipment to meet such minimum requirements, Client shall reimburse UL Solutions for all costs and expenses related to performing such Services, including labour at the then Billable Maintenance Service rates.
(2) Remote Access
UL Solutions shall address Client problems via remote access. Client is responsible for providing such remote access.
(3) Personnel
Client shall be responsible for ensuring any users of the Software are properly trained hazard communication professionals. Client shall provide UL Solutions reasonable access to its personnel to enable UL Solutions to diagnose and troubleshoot any problems. Such personnel shall include the end user of the Software and a person that is familiar with and authorised to make changes to the Client’s operating system and technically able to competently address questions with respect to Client’s operating system.
(4) Updates
UL Solutions recommends that Client use the most current version of applications made generally available by UL Solutions, but is only obligated to provide Covered Maintenance Services for UL Solutions' designated most current versions available. UL Solutions will not correct programming errors in any version except UL Solutions' most current version available.
(5) Other
Client shall be responsible for securing its data, which includes making backups of Client data at least every 24-hour work period, and on at least two different backup volumes. Client understands and acknowledges that in the absence of Covered Maintenance Services, Software will not be updated to address among other things bug fixes and regulatory changes and may not be appropriate for use.
(6) Notice; Access; Location
Client shall (i) notify in writing UL Solutions immediately of Software malfunction, specifying the reason the Software does not perform in accordance with current published specifications, (ii) allow UL Solutions reasonable access to the equipment running the Software and communications facilities (on a remote basis as stated above), (iii) ensure that a Client’s representative is present during Service, (iv) provide UL Solutions reasonable work space and storage facilities, (v) provide UL Solutions with examples of the Software error or malfunction and any supporting materials requested by UL Solutions, and (vi) keep all Software located at the address set forth above.
(7) Movement of Software
The parties recognise that the installation of the Software is a complicated process. If Client desires to deinstall the Software (or any part thereof) and reinstall it, Client, shall first notify UL Solutions, which shall promptly respond with a recommendation whether UL Solutions' assistance is required. If Client de-installs and reinstalls the Software (a) without UL Solutions' assistance notwithstanding UL Solutions' contrary recommendation, or (b) without previously notifying UL Solutions, and such installation is not done correctly, UL Solutions shall not be obligated under the Covered Maintenance Service terms hereof to correct any errors resulting therefrom. Services to correct any such errors shall be Billable Maintenance Services.
1.7. Changes in Hourly Rates
Hourly rates for Billable Maintenance Services may be changed annually on at least sixty (60) days’ notice to Client.
1.8. Termination
The License Term shall not renew (a) in the case of UL Solutions, if at least ninety (90) days prior to the end of the applicable License Term, UL Solutions notifies the Client in writing of its desire to terminate this SOW; or (b) in the case of Client, if at least thirty (30) days prior to the end of the applicable License Term, Client notifies UL Solutions in writing of its desire to terminate the License Term. If the License Term lapses or terminates for any reason, UL Solutions reserves the right (a) not to renew or (b) to assess a charge for re-instating the License Term.
2. GHSProfessional or ChemLabel Hosted and MySDS, XLabel and SDSSmartShare Software as a Service Support
2.1. Client Regulatory Obligation
During a License Term, the MySDS and SDSSmartShare online Software Services shall enable Client to upload to such Services documentation, including any updates thereto, in order to make such documents available to third parties. It shall be Client’s responsibility to ensure such documents comply with new or revised regulatory requirements.
2.2. Support – General
In exchange for fees paid as listed in SOW during the License Term, UL Solutions will maintain Software, substantially free from error. UL Solutions shall use reasonable efforts to correct material program errors or malfunctions in Software, supply technical bulletins, updated user guides and other documentation as they are released by UL Solutions, and supply Client with Updates (as defined below) to Software that are released and made generally available by UL Solutions. Client is also entitled to all major functionality releases and bug fix releases during the License Term. Client is also entitled to all major functionality releases and bug fix releases during the Term. Updates are program logic and documentation changes and improvements to correct errors and defects and to maintain the operational quality of the Software. Support Services do not include (i) ongoing general questions on use of the Software and training for new Client users or (ii) professional services assistance in connection with regulatory matters unrelated to the performance of the Software. Such assistance is available under separately executed agreements.
2.3. Technical Support
In exchange for fees paid as listed in SOW during the License Term, UL Solutions shall provide Client reasonable technical assistance. Such technical support Services are intended to assist with application questions and is not to be utilised by Client for database configuration assistance, questions pertaining to Client’s internal system(s), or web application configuration and networking questions. Technical support is not intended to be utilised to make changes to production data, assist with or provide formal application specific user training. All Client internal infrastructure inquiries and issues are the sole responsibility of Client and its internal information technology department. Upon Client request, UL Solutions will quote any professional services that may be necessary to assist Client with data imports, exports, migrations, application upgrades or formal onsite/remote application training. If telephone or email assistance does not correct a Client problem identified as part of technical support Services, Client shall provide UL Solutions remote access to the system running the Software and fully cooperate with UL Solutions in diagnosing and addressing the problem. Client shall provide UL Solutions access to the user of the system or such other Client’s personnel required to address the problem. Such parties shall cooperate with UL Solutions by addressing questions and undertaking the steps reasonably requested by UL Solutions. UL Solutions shall not be required to provide personnel to Client’s site. UL Solutions will respond to Client requests for Services and resolve the problems indicated within reasonable time frames. Responses will be limited to the hours between 09:00 and 17:00 (UK local time) each day excluding Saturdays and Sundays and English public holidays or 25th December to 2nd January inclusive (“normal working hours”).
Client acknowledges that from time to time UL Solutions may access Client’s production data or account in order to provide Client technical support Services or routine maintenance. With respect to Updates, following confirmation that Client is not logged into Software, UL Solutions will update the currently running version of an application and thereafter provide Client notice of such Update.
(1) Escalation Process
UL Solutions will respond to Client requests to resolve problems within scope as indicated within the following time frames:
Severity Level 1 problems are Software problems that render the Software totally inoperable; that is, there is a complete inability to use a critical module for which no workaround is available and impacts production of documents or labels (e.g., such as inability to print labels or process any orders).
Response time: Within 4 working hours.
UL Solutions Action: Immediately and continuously work to a resolution or acceptable workaround. Escalate if not resolved within 1 business day from reporting.
Severity Level 2 problems are Software problems that severely restrict operation or result in lack of the most important product functionality as contemplated by the user documentation (e.g., such as inability to publish safety data sheets or process ERP orders).
Response time: Within 1 business day.
UL Solutions action: Immediately and continuously work to a resolution or acceptable workaround. Escalate if not resolved within 3 business days from reporting.
Severity Level 3 problems are problems with the Software in that some functionality set forth in the user documentation is not available, but such functionality only has a minor impact on the overall operation of the Software as contemplated by the user documentation.
Response time: Within one business day.
UL Solutions action: Workaround provided within 15 business days, with fix provided in next release of Software.
Severity Level 4 problems are usage questions.
Response time: Within two business days.
UL Solutions action: Question answered. There is no obligation of UL Solutions to make or include an enhancement requested by Client.
If a Severity Level 1 or Severity Level 2 problem, as defined above, is not resolved within the time frames indicated above, the issue will be escalated to the UL Solutions Customer Support Manager who will update Client’s dedicated contact person once a day until the problem is resolved. If not resolved within three business days thereafter, the issue will be escalated to the UL Solutions Director level. If not resolved within three business days thereafter, the issue will be escalated to the UL Solutions Executive level.
If (i) a Severity Level 1 or a Severity Level 2 problem, as defined above, is not resolved within the time frames indicated above, the equivalent of one (1) month of fees for the related Service may be credited to the Client.
Client acknowledges that the availability of patches and/or hotfixes to resolve problems described above are dependent upon Client employing a currently supported version and patch of the Software.
Client acknowledges that if upon the reasonable review by the parties a problem is determined to be caused by Client environment or personnel actions rather than by the Software or UL Solutions personnel directed actions, any assistance may be subject to additional service fees as may be agreed upon by the parties.
2.4. Upgrades
During the License Term, in the event UL Solutions elects to sunset support of a licensed application, UL Solutions may offer Client upgraded versions of the application or successor solutions; provided, that UL Solutions shall give Client reasonable advance notice of such occurrences. In the event Client elects to upgrade its licensed version of an application, or to implement a successor solution offered by UL Solutions, UL Solutions shall provide Client a quote for applicable license fees and/or fees that may be associated with additional Services required to accomplish the same. Any unused prepaid license fees applicable to a sunset application (if any) will be credited toward payment obligations associated with a successor solution. In the event support for a licensed version of an application is scheduled for sunset and Client elects not to migrate to an upgraded version or successor solution offered by UL Solutions, Client may continue to use the Software for the duration of the applicable License Term, and upon expiration of the same, the License Term shall not renew or be renewable.
2.5. Client Responsibilities
(1) Personnel
Client shall be responsible for ensuring any users of the Software are properly trained professionals. Client shall provide UL Solutions reasonable access to its personnel to enable UL Solutions to diagnose and troubleshoot any problems. Such personnel shall include the end user of the Software and a person that is familiar with and authorised to make changes to the Client’s operating system and technically able to competently address questions with respect to Client’s operating system.
(2) Updates
UL Solutions recommends that Client use the most current version of Software applications made generally available by UL Solutions but is only obligated to provide technical support for UL Solutions' designated most current versions available. UL Solutions will not correct programming errors in any version except UL Solutions' most current version available.
(3) Notice
Client shall (i) notify in writing UL Solutions immediately of Software malfunction, specifying the reason the Software does not perform in accordance with current published specifications and (ii) provide UL Solutions with examples of the Software error or malfunction and any supporting materials requested by UL Solutions.
2.6. System Availability
(1) Performance Goals
UL Solutions shall use commercially reasonable efforts to meet the Performance Goal for System Availability set forth below:
System Availability: The Performance Goal for System Availability shall be ninety-nine percent (99%). System Availability shall be calculated as follows:
Potential Available Hours: The total number of hours per month less the hours per month of Scheduled Maintenance (as defined below). For example, for a 30-day month with 16 hours of monthly scheduled maintenance, “Potential Available Hours” will be 704. [(30 * 24) -16 = 704],
Actual Available Hours: The total Unscheduled Outage Hours for that month, as recorded in the UL Solutions' Problem Management System and other system information logs, shall be subtracted from the “Potential Available Hours” to derive the “Actual Available Hours,” and
System Availability: The “Actual Available Hours” shall be divided by the “Potential Available Hours” to yield the “System Availability”.
Exceptions: In calculating System Availability, the following shall be excluded:
- Circumstances beyond UL Solutions reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike, or other labour disturbance, interruption or delay in telecommunications, virus attacks, hackers or internet access or related problems beyond the demarcation point of UL Solutions;
- Lack of availability experienced after termination of the License Term;
- Failure of access circuits to the UL Solutions System, unless such failure is caused by UL Solutions Scheduled Maintenance;
- Client’s acts or omissions (or acts or omissions of others engaged or authorised by Client) including, without limitation, custom scripting or coding, any negligence, wilful misconduct or use of the Service in breach of the terms and conditions set forth herein;
- Outages elsewhere on the Internet that hinder access to Client’s account.
(2) Penalty for Non-Compliance
The Performance Goal shall be considered an objective only and not a representation, warranty or guaranty of performance. If the Performance Goal is not met, the following shall apply:
- Client shall be entitled to a credit on the monthly fee equal to the percentage of the monthly fee if the System Availability falls below the Performance Goal in accordance with the table below:
| System Availability | Credit Percentage |
| 90% – < 99% | 10% |
| 85% – <90% | 25% |
| 80% – <85% | 50% |
| <80% | 100% |
In addition to the foregoing, if the System Availability is below 85% for two consecutive months, or in the aggregate is below 90% for six months, the Client may cancel this SOW without penalty, and shall be entitled to a refund for any amounts paid in advance.
(3) Outages and Credit Requests
If the System is unavailable, Client must promptly notify UL Solutions via the Support e-mail address provided by UL Solutions. UL Solutions shall promptly (i) investigate the same, (ii) endeavour to determine whether the system is unavailable, or if there is another problem, (iii) if the System is unavailable, then endeavour to correct the problem; and (iv) respond back to the Client with the status of the problem. Any such problem shall be recorded by both parties.
UL Solutions will make available the monthly System Availability report to Client. If a credit is due Client, UL Solutions will notify Client of such credit.
(4) Scheduled Maintenance
To guarantee optimal performance of the Service, it is necessary for UL Solutions to perform routine maintenance. Such maintenance often requires taking servers off line and will be typically performed during non-business hours. UL Solutions reserves the right to plan a scheduled outage with forty-eight (48) hours advance notice to Client.
IV. Software Training Services
Client shall require that at least 1 user of the Software be trained by UL Solutions in the use of the Software. Fees and payment terms for initial training services are set forth in the SOW. Subsequent training Services are available pursuant to separate statement of work at then current rates.
V. Implementation Services
UL Solutions shall provide the following Implementation Services (“Implementation Services”) in exchange for any such fees listed in the SOW, in accordance with the following terms and conditions:
- For GHSProfessional and ChemLabelPro – Client Premises
- Installing Software in the Client environment
- As requested by Client prior to installation, providing documentation regarding such installation and server configuration
- Providing access and credentials to the Software
- Scheduling required software-related training per the SOW
- Providing Instructions to Client for reporting issue and requesting assistance post-implementation
- For GHSProfessional and XLabel – SaaS
- Installing Software in the hosted environment
- Providing access and credentials to the Software
- Scheduling required software-related training
- Providing instructions for reporting issues and requesting assistance post-implementation
- For MySDS and SDSSmartShare Software Services
- Creation of Client’s MySDS and SDSSmartShare account in the hosted environment
- Providing access and credentials to the Software
- Providing instructions for reporting issues and requesting assistance post-implementation
Client will facilitate such Services by providing assistance from appropriate Client IT resources. Assistance not specifically addressed in this Section IV and referenced in SOW shall constitute bespoke implementation services and shall be governed by Section V below(“Bespoke Implementation Services”).
1. Payment
Payment terms for the performance of any Implementation Services hereunder are as set forth in the SOW and shall be billed monthly as incurred, unless otherwise provided in the SOW.
2. Out of Pocket Expenses
Customer shall reimburse UL Solutions for all out-of-pocket expenses incurred by UL Solutions in connection with Implementation Services. Such expenses include but are not limited to (a) all reasonable communications charges; (b) costs for providing conversion services for converting Customer’s data base; and (c) non-local travel and living expenses, provided that such travel and living expenses are advised to the Customer and agreed to in advance.
VI. Bespoke Implementation Services
1. Project Plan
UL Solutions shall provide any bespoke implementation services (“Bespoke Implementation Services”) in exchange for any such fees listed in the SOW in accordance with the following: Project Plan
UL Solutions shall deliver the Project Plan to Client within thirty (30) days of the Effective Date. Client shall have 15 days to review the Project Plan. Upon approval of the Project Plan, it will be initialled by the parties and will be deemed to be a part of the SOW and will be incorporated by this reference.
The Project Plan will govern the provision of Bespoke Implementation Services hereunder. The parties recognise that (i) the viability of the Project Plan depends on mutual collaboration, and commitment by both UL Solutions and the Client in the design of the Bespoke Implementation Services; and (ii) success in implementing the Project Plan depends on UL Solutions and Client meeting their respective requirements set forth in the Project Plan. Upon approval of the Project Plan, UL Solutions shall commence performing the Bespoke Implementation Services described therein.
2. Changes in Project Scope
If at any time following acceptance of the Project Plan by Client, Client should desire a change altering or amending the elements of the Project Plan, Client shall submit to UL Solutions a written proposal specifying the desired changes.
UL Solutions shall submit to Client a written response to each such proposal within 10 working days following receipt thereof. UL Solutions' written response shall include a statement of the availability of UL Solutions' personnel and resources, as well as any impact the proposed changes will have on the price, schedule or other provisions of Services.
Agreed changes to the Project Plan shall be evidenced by a “Project Plan Modification Agreement.” The Project Plan Modification Agreement shall amend the Project Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of Services. The Project Plan Modification Agreement shall be signed by authorised representatives of Client and UL Solutions, whereupon UL Solutions shall commence performance in accordance with it.
Each Project Plan Modification Agreement shall be deemed incorporated into and made part of the SOW. Each such Project Plan Modification Agreement shall constitute a formal change to the SOW adjusting fees and completion dates as finally agreed upon.
3. Payment
Payment terms for the performance of any Bespoke Implementation Services hereunder are as set forth in the SOW and shall be billed monthly as incurred, unless otherwise provided in the SOW.
4. Out of Pocket Expenses
Client shall reimburse UL Solutions for all out-of-pocket expenses incurred by UL Solutions in connection with Bespoke Implementation Services. Such expenses include but are not limited to (a) all reasonable communications charges; (b) costs for providing conversion services for converting Client’s data base; and (c) non-local travel and living expenses, provided that such travel and living expenses are advised to the Client and agreed to in advance.