• Service Terms

Managed Services Subscriptions - Service Terms

  • These Terms of Services apply to the Managed Services which are set out in the applicable Statement of Work.
  • In the event of a conflict between the Agreement and these Terms of Service concerning the subject matter herein, these Terms of Service prevail. 
  • These Terms of Service may be updated or amended by UL Solutions from time to time.  All such updates and changes are effective immediately upon UL Solutions’ posting of a revised version of these Terms of Service on UL Solutions’ site.  It is Client’s responsibility to review these Terms of Service often to stay informed of changes that may affect it.

 

  • For Clients accessing WERCS Studio or WERCS eLite in a hosted environment provided by UL Solutions, the following Terms of Service apply:
    • Service prerequisites
      • Prior to commencement of Managed Services:
        • Client must be operating on the latest generally available released version, or one of the two generally available released versions issued immediately prior to it, of software, SDS templates and rules
        • Client must have licensed the relevant UL Solutions SDS templates and rules
        • Client must be current on their software maintenance or SaaS contract
    • Description of services
      • Managed Services - Annual - Subscription
        • As identified in the SOW and during the SOW term, UL Solutions will perform services to complete one Update Event per Annual Term according to the Process, scheduled in coordination with Client.
      • Managed Services - Bi-annual - Subscription
        • As identified in the SOW and during the SOW term, UL Solutions will perform services to complete two Update Events per Annual Term according to the Process, scheduled in coordination with Client.
      • Each Update Event shall include:
        • One update to the latest regulatory data available from UL Solutions' chemical regulatory database (ChemADVISOR) that Client has licensed
        • One update to the latest software version available from UL Solutions (WERCS Studio or WERCS eLite), and any associated hotfixes specific to the released version.
        • One update in which the UL Solutions-provided SDS templates (also known as ‘reserved templates’ or ‘GCS templates’) that Client has licensed will be updated to the latest versions available 
        • One update to the UL Solutions rules provided via GCS that Client has licensed
        • One review and update to the application settings for the regional GHS wizard
        • Optional support for impact analysis – one time creation of regulatory groups to support impact analysis prior to Client loading regulatory data from UL Solutions’ chemical regulatory database (ChemADVISOR) that Client has licensed
        • Unless otherwise stated in the SOW, the Annual Term starts on the start date identified in the SOW and runs for successive 12 month periods.
        • If Client decides not to complete one or two Update Events within the Annual Term, then the Update Event(s) will not be carried over to the next Annual Term and the Update Event(s) will be forfeited.
      • Process:
        • Client will schedule the Update Event(s) with UL Solutions.
        • During the installation process, Client may be asked to review certain information and make decisions to inform UL Solutions work. Client must respond promptly, with clear and full responses, within 5 business days unless otherwise notified by UL Solutions.
        • UL Solutions will conduct the Update Event promptly and during it's normal business hours in Europe and North America, unless specifically agreed in writing by both parties.
        • UL Solutions will perform the Update Event applying first to the test environment, if relevant, and then to the production environment.
        • After performing the Update Event to the first environment, Client will complete relevant testing within 10 business days unless otherwise agreed to by UL Solutions.  Client will promptly notify UL Solutions whether the Update Event has been successfully completed or whether there are issues for UL Solutions to review. 
        • If Client does not notify UL Solutions within 10 business days then UL Solutions will put the Update Event on hold until Client provides relevant notification.  As a result, UL Solutions will not be able to guarantee availability or timelines to perform further work.  If the Update Event on hold passes an Annual Term, then the Update Event will be forfeited.
        • UL Solutions will review any issues identified during the Update Event and either work to resolve those issues or notify Client that the issues are unrelated to the Update Event.  If the issues are not related to the Update Event, UL Solutions reserves the right to charge additional fees subject to a separate mutually agreed SOW. 
        • Upon completion of the Update Event, Client may schedule the next Update Event with UL Solutions.
      • This service will be provided in English unless otherwise agreed to by both parties in writing.
    • Client responsibilities:
      • Client is responsible for the quality of data outputs caused by data hygiene issues in Client system.
      • Client is responsible for their decisions and resulting work performed by UL Solutions.
      • Client is responsible to review and make decisions in response to UL Solutions’ requests, that inform UL Solutions’ work.  Client is required to respond in accordance with the requirements above.
      • Client is responsible for  completing the testing and notifying UL Solutions in accordance with the requirements above.
    • Exclusions:
      • Unless specified on the SOW, the Managed Services do not include:
        • Rules – new rule writing or editing existing custom rules
        • Client data – updating, importing, exporting, entering or processing Client data
        • Reconfiguration or reformatting activities for Client-configured authoring versions of UL Solutions provided GCS SDS templates
        • Updates to webviewer(s) or interface(s). 
          • Clients who have webviewer(s) or interface(s) should discuss with UL Solutions to ensure their update needs are fully met and specifically documented within an SOW.
        • Any customizations or reconfigurations to the system or data therein
  • For Clients accessing WERCS Studio in a customer-hosted environment (on-premise’), the following Terms of Service apply:
    • Service pre-requisites
      • Prior to commencement of Managed Services:
        • Client must be operating on the latest generally available released version, or one of the two generally available released versions issued immediately prior to it, of software, SDS templates and rules
        • Client must have licensed the relevant UL Solutions SDS templates and rules
        • Client must be current on their software maintenance contract
    • Description of services
      • Managed Services - Annual - Subscription
        • As identified in the SOW and during the SOW term, UL Solutions will perform services to complete one Update Event (as described below) per Annual Term according to the Process, scheduled in coordination with Client.
      • Managed Services - Bi-annual - Subscription
        • As identified in the SOW and during the SOW term, UL Solutions will perform services to complete two Update Events per Annual Term according to the Process, scheduled in coordination with Client.
      • Each Update Event shall include:
        • One update to the latest software version available from UL Solutions (WERCS Studio), and any associated hotfixes specific to the released version.
        • One update in which the UL Solutions-provided SDS templates (also known as ‘reserved templates’ or ‘GCS templates’) that Client has licensed will be updated to the latest versions available 
        • One update to the UL Solutions rules provided via GCS that Client has licensed
        • One review and update to the application settings for the regional GHS wizard
        • Optional support for impact analysis – one time creation of regulatory groups to support impact analysis prior to Client loading regulatory data from UL Solutions’ chemical regulatory database (ChemADVISOR) that Client has licensed 
        • Unless otherwise stated in the SOW, the Annual Term starts on the start date identified in the SOW and runs for successive 12 month periods.
        • If Client decides not to complete one or two Update Events within the Annual Term, then the Update Event(s) will not be carried over to the next Annual Term and the Update Event(s) will be forfeited.
      • Process:
        • Client will schedule the Update Event(s) with UL Solutions.
        • Client will take point-in-time backups of all servers and databases involved in update operations prior to UL Solutions starting work.
        • During the installation process, Client may be asked to review certain information and make decisions to inform UL Solutions work. Client must respond promptly, with clear and full responses, within 5 business days unless otherwise notified by UL Solutions.
        • UL Solutions will conduct the Update Event promptly and during its normal business hours in Europe and North America, unless specifically agreed in writing by both parties.
        • UL Solutions will perform the Update Event applying first to the test environment, if relevant, and then to the production environment.
        • After performing the Update Event to the first environment, Client will complete relevant testing within 10 business days unless otherwise agreed to by UL Solutions.  Client will promptly notify UL Solutions whether the Update Event has been successfully completed or whether there are issues for UL Solutions to review. 
        • If Client does not notify UL Solutions within 10 business days then UL Solutions will put the Update Event on hold until Client provides relevant notification.  As a result, UL Solutions will not be able to guarantee availability or timelines to perform further work.  If the Update Event on hold passes an Annual Term, then the Update Event will be forfeited.
        • UL Solutions will review any issues identified during the Update Event and either work to resolve those issues or notify Client that the issues are unrelated to the Update Event.  If the issues are not related to the Update Event, UL Solutions reserves the right to charge additional fees subject to a separate mutually agreed SOW. 
        • Upon completion of the Update Event, Client may schedule the next Update Event with UL Solutions.
      • This service will be provided in English unless otherwise agreed to by both parties in writing.
    • Client responsibilities:
      • Client acknowledges and agrees that the Managed Services may  require UL Solutions to access Client’s environment, including but not limited to, operating systems, networks, hardware, software, data, cloud platforms,  access controls, patches, security controls or settings, and/or  related infrastructure (collectively, the “Client Environment”) all of which are owned, operated, administered, and controlled exclusively by Client or Client’s third party vendors, and not by UL Solutions. UL Solutions does not design, host, manage, maintain, secure, or control the Client Environment, except to the limited extent expressly set forth in the applicable Statement of Work.
      • Client is responsible for the quality of data outputs caused by data hygiene issues in Client system.
      • Client is responsible for their decisions and resulting work performed by UL Solutions.
      • Client is responsible to review and make decisions in response to UL Solutions’ requests, that inform UL Solutions’ work.  Client is required to respond in accordance with the requirements above.
      • Client is responsible for completing the testing and notifying UL Solutions in accordance with the requirements above.
      • Client will provide sufficient remote access to all systems and servers necessary for UL Solutions to execute their work efficiently, effectively and securely, for the entire duration of the SOW term.
      • Client will provide any required IT resources, including Database Administrator, to support as necessary including technical database operations and the installation and connection of updated ChemADVISOR regulatory and transportation databases as applicable.
      • Client is responsible for the environment and infrastructure setup, and ensuring the requirements specified by UL Solutions are adhered to where applicable, including but not limited to, the following: Windows Server maintenance (e.g. updates, hotfixes, backups, etc.), VM creation, Database Administration operations (e.g. backups, restores, database instance creation, database versions, etc.), Network Administration, Firewall Administration, Disaster Recovery Plan.
      • UL Solutions shall be entitled to reasonably rely on: (i) access credentials, permissions, and system privileges provided by Client; (ii) technical information, documentation, representations, and instructions supplied by Client; or (iii) Client’s security, backup, monitoring, change management, and disaster recovery controls. UL Solutions shall have no obligation to verify the completeness, accuracy, security, or appropriateness of the foregoing.
      • Client is responsible for: (i) maintaining current backups and disaster recovery capabilities; (ii) providing a safe, lawful, and authorized access environment; and (iii) ensuring its compliance with all applicable laws, policies, and security obligations.
    • Risk Assumption, Liability Limitations and Warranty Disclaimers
      • UL Solutions disclaims all responsibility and liability for: (i) the availability, performance, security, integrity, or functionality of the Client Environment; (ii) failures, vulnerabilities, misconfigurations, or defects that exist in the Client Environment prior to, or independent of, UL Solutions’ access; and (iii) actions or omissions of Client personnel or third parties with access to the Client Environment.
      • All Services performed within the Client Environment are provided on an “as is” basis, subject to the limitations inherent in systems not controlled by UL Solutions.  UL Solutions does not warrant that Services will: (i) be uninterrupted or error free; (ii) prevent data loss, corruption, downtime, or security incidents; or (iii) resolve issues arising from the Client Environment or third party components.
      • Except to the extent caused solely and directly by UL Solutions’ gross negligence or willful misconduct, UL Solutions shall not be liable for any damages, losses, or claims arising out of or relating to: (i) system outages, degraded performance, or service interruptions; (ii) data loss, data corruption, or data unavailability; (iii) security incidents, malware, ransomware, unauthorized access, or breaches; or (iv) incompatibilities or failures involving third party software, integrations, or infrastructure.
      • Client shall defend, indemnify, and hold harmless UL Solutions from third party claims arising out of or related to the Client Environment, except to the extent that a claim results solely from UL Solutions’ gross negligence or willful misconduct.
    • Exclusions:
      • Unless specified on the SOW, the Managed Services do not include:
        • Rules – new rule writing or editing existing custom rules
        • Client data – updating, importing, exporting, entering or processing Client data
        • Reconfiguration or reformatting activities for Client-configured authoring versions of UL Solutions provided GCS SDS templates 
        • Updates to webviewer(s) or interface(s). 
          • Clients who have webviewer(s) or interface(s) should discuss with UL Solutions to ensure their update needs are fully met and specifically documented within an SOW.
        • Applying updates to regulatory data provided by UL Solutions
        • Any customizations or reconfigurations to the system or data therein