Article 1.
Definitions

Except to the extent expressly provided otherwise, in these Terms and Conditions:

Account: means an account enabling a person to access and use the Hosted Services including both administrator accounts and user accounts;

Agreement: means the agreement, consisting of (i) the Order Form, (ii) these Terms & Conditions, and (iii) all annexes, and any amendments to this Agreement from time to time;

Charges: means the amount agreed upon between Provider and Customer in the Commercial Schedule;

Order Form: means the order form of the Agreement signed by the Customer;

Confidential Information: means any information disclosed by or on behalf of one Party to the other Party during the Term of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

a) was marked or described as "confidential"; or due to its nature and content, it is reasonable to be treated as confidential by the parties, whether expressly marked as confidential or not, or

b) in the event of Customer Confidential Information, the Customer Data; or

c) in the event of Provider Confidential Information, any confidential information related to the Hosted Services.

Customer: means Party identified as Customer in the Order Form;

Customer Data: means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (excluding for the avoidance of doubt any Scilife Content);

Data Subject: will have the meaning as set out in the GDPR;

Documentation: the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;

Effective Date: means the date this Agreement enters into force as specified in the Commercial Schedule;

Force Majeure Event: means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

GDPR:  means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

Hosted Services: means Scilife, which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement;

Intellectual Property Rights: means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs;

Maintenance Services:  means the general maintenance of the Platform and Hosted Services;

Online Service Desk: is the online support system for Customers available at https://support.scilife.io.

Permitted Purpose: means the implementation and use of the SaaS as described under this agreement for the business purpose of the Customer.

Personal Data: has the meaning given to it in the GDPR;

Platform: means the platform managed by the Provider to provide the Hosted Services, including the Scilife Application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which the Scilife Application, database, systems and server software is installed;

Platform as a Service (“PaaS”) is defined as systems and infrastructure that are provided by Provider’s cloud service provider, to which the Provider does not have physical access to. 

Processing:  will have the meaning as set out in the GDPR.

Provider: means Scilife;

Scilife Content: means content (e.g. templates) licensed by Provider to the Customer as part of the SaaS Service;

Scilife Application: means the software owned by the Provider that is used to provide the SaaS Service.;

Services: means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;

SLA means the service level agreement attached to these Terms & Conditions;

Support Services: means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

Supported Web Browser: means the current release from time to time of Microsoft Edge, Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;

Term:  means a three (3) year period unless  otherwise stated in the Order;

Upgrade: means an update of the Scilife Application to a newer version;

Written notice: means any form of written communication by paper, or electronic mail, except if provided otherwise in this Agreement, sent to the party's address specified in this Agreement, or to the address that a party has notified to be that party's address for this purpose.

Article 2.
Hosted Services

2.1
The Provider hereby grants to the Customer a worldwide, non-exclusive license to use the Hosted Services by means of a Supported Web Browser for the Permitted Purpose of the Customer in accordance with the Documentation during the Term.

The license granted by the Provider to the Customer pursuant to this Clause is subject to the following restrictions:

a) the Hosted Services may only be used by the employees, and subcontractors of the Customer, providing that the Customer may change, add or remove a designated named user in accordance with the functionality available in the Scilife Application;

b) the Hosted Services can be used by as many users as necessary for the Customer, providing that the Customer may add or remove user licenses in accordance with the functionality available in the Scilife Application;

c) the Customer must not sub-license its right to access and use the Hosted Services;

d) the Customer must not permit any unauthorized person to access or use the Hosted Services;

e) the Customer must not make any alteration to the Platform or the Scilife Application.

The Provider will use commercially reasonable efforts to make the Platform available with the applicable Uptime as defined in Annex 1.

2.2
The Platform will, on the Effective Date, automatically generate three environments for the Customer: "Test”, "Validation" and "Production". User accounts created in the “Test” and “Validation” environments are free of charge; user accounts created in the “Production” environment are subject to Charges.

An Administrator user account is created by the Provider for all environments and login details are sent to the new Customer by e-mail, after which the Customer can create users accounts in different environments. 

2.3
The Customer must comply with the terms of this Agreement and must ensure that all persons using the Hosted Services or by means of an administrator Account comply with these terms.

2.4
The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

2.5
The Customer must not use the Hosted Services:

a) in any way that is unlawful, illegal, fraudulent or harmful; or

b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

Article 3.
Term and Termination

3.1
This Agreement shall come into force on the Effective Date.

3.2.
This Agreement is valid according to the Term mentioned in the Order Form and shall be automatically renewed for an additional term of one year thereafter unless either Party hereto gives thirty (30) days written notice by registered letter to the other Party prior to the end of the initial term or any renewal term thereof of its intent to terminate this Agreement.

3.3.
The Provider may terminate or suspend this Agreement at any time upon fifteen (15) days written notice to the other Party and without incurring any liability to the other Party in the following circumstances of the other Party

a) the filing of a petition in bankruptcy, suspension of payments, liquidation, composition with creditors where termination has been properly authorized if necessary, and attachment maintained for at least one (1) month in respect of substantial assets;

b) insolvency or inability or failure to pay its debts as they mature or assignment for the benefit of its creditors;

c) failure to perform any material obligation under his Agreement after receiving notice of such default or breach per registered and not curing the default within a reasonable period;

3.4.
Upon the effectiveness of the termination, the performance of the obligations of the Provider shall end, except if expressly provided otherwise.

3.5.
The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

Article 4.
Customer Data

4.1.
The Customer hereby grants to the Provider a non-exclusive, sub-licensable license to store, use and process the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement.

The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law and will be transferred to the Provider in compliance with the GDPR and all other local legislations that might be applicable on the Processing of Personal Data

4.2.
The Provider shall ensure a back-up copy of the Customer Data through virtual database servers with redundancy and automated backups. Each Customer has his own separate database where his data is stored. The “Disaster Recovery Plan” can be provided to the Customer on request.

4.3.
In the case this Agreement shall be terminated, the Provider will no longer store the Customer Data from the date of termination of the Agreement. Customer Data will be stored thereafter only for the purpose of being transferred to the Customer.

The Provider shall provide a one-time, supplementary service for the transfer of the Customer Data from the Platform towards the Customer free of additional charge in a commonly accepted file format, within a reasonable timeframe from the termination of the Agreement. Customer may procure additional exports which can be delivered by Provider at an additional cost.

Following transfer, Customer has a period of seven (7) days to confirm successful transfer or to notify issues in the transfer. Provider will delete all Customer Data upon the earlier of (i) confirmation by Customer or (ii) expiry of the thirty (30) day period without notification of the Customer.

4.4.
Under no circumstances will the Provider be liable for any financial or other damages due to loss or damage of Customer Data caused by the transfer of Customer Data.

Article 5.
No assignment of Intellectual Property Rights

Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

Article 6.
Charges

6.1.
The Customer shall pay the Charges to the Provider in accordance with the fees as mentioned in the Order Form.

6.2.
The Customer shall receive a notice from the Provider once the onboarding process has been finalized. This confirmation shall mark the end of the onboarding phase. Any additional activities requested from the Provider thereafter may raise the right for the Provider to charge additional costs. This cost shall always be agreed upon by the Customer upfront.

6.3.
The cloud infrastructure costs are included in the user pricing, however, the cloud storage costs, which consist of database data and file storage, are billed separately according to the amount of data stored by the Customer through the Scilife Application and the price per Gigabyte mentioned in the Order Form.

6.4.
All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

6.5.
The Provider has the right to modify the Charges once per year by giving the Customer a written notice with the modified charges at latest 60 days before the end of the term. Following such a notice, the Customer is entitled to terminate the contract as referred to in Article 3.

Article 7.
Payments

7.1.
The Customer must pay the Charges to the Provider within the period of 30 days following the invoiced date.

7.2.
All amounts paid are non-refundable. All invoices for any Charges under this Agreement are due and payable within thirty (30) days of invoice date. Amounts due are exclusive of all applicable taxes, levies, or duties, and Customer will be solely responsible for payment of all such amounts. All amounts are payable in Euro. Any amounts not paid when due shall bear interest at the rate of eight percent (8%) per year.
If the Customer is aware that a delay in payment is about to occur, it should contact the Provider in writing as soon as possible.

Article 8.
Confidentiality

8.1.
Each of the Parties agrees that it will not, both during the Term of this Agreement and following termination or expiration of this Agreement (i) disclose any Confidential Information of the other Party, except to those of its employees, officers, directors, contractors and affiliates that have a reasonable demonstrable legitimate need to know such information in light of the Parties’ rights and obligations hereunder, subject to each of them committing in writing to adequate confidentiality obligations prior to being granted access to such Confidential Information and subject to any other conditions and restrictions set out in this Agreement, or (ii) use any Confidential Information of the other Party for its own benefit or that of any third party, except as expressly permitted under this Agreement.

8.2.
Each of the Parties shall ensure that each person who receives Confidential Information pursuant to this Agreement is made aware of and complies with the confidentiality obligations under this Agreement as if they were a party to this Agreement. Each of the Parties shall be responsible and liable towards the other Party for a breach of these confidentiality obligations by any party acting under their control or on their behalf or to which they otherwise provided Confidential Information.

8.3.
Shall not be considered Confidential Information, information which:
- is in the public domain at the time of disclosure or subsequently falls into the public domain through no breach of this Article by the receiving Party, provided that the Customer acknowledges and agrees that Confidential Information of Provider shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components, or combinations thereof are now, or become, known to the public, through whatever means, including through means of the supply or commercialization of products or services based on or related to such Confidential Information;
- can be proven to the reasonable satisfaction of the disclosing Party to be lawfully in the receiving Party’s possession prior to any disclosure by the disclosing Party and without an obligation of confidentiality towards the disclosing Party;
- can be proven to the reasonable satisfaction of the disclosing Party to be lawfully obtained from a third party which was not under an obligation of confidentiality towards the disclosing Party;
- can be proven to the reasonable satisfaction of the Disclosing Party to be independently developed by the receiving Party, without access or reference to, or use of, the disclosing Party’s Confidential Information.

8.4.
The Parties’ confidentiality obligations as set forth herein shall survive termination of the Agreement. Upon termination of the Agreement or a disclosing Party’s earlier written request, the receiving Party shall promptly return to the disclosing Party all Confidential Information of the disclosing Party in its possession or under its control.

Article 9.
Data protection

9.1.
The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it discloses to the Provider under or in connection with this Agreement, and that the processing of that Personal Data by the Provider for the Permitted Purpose in accordance with this Agreement will not breach any applicable data protection or data privacy laws and regulations. For the avoidance of doubt, the Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. The Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.

9.2.
To the extent that the Provider processes Personal Data disclosed by the Customer, the Provider warrants that:

a) it will only process Personal Data for the means of the execution of this Agreement;

b) it will act only on instructions from the Customer in relation to the processing of that Personal Data;

c) it has in place appropriate security measures (both technical and organizational) against unlawful or unauthorised processing of that Personal Data and against loss or corruption of that Personal Data; and

d) it will not transfer or permit the transfer of that Personal Data outside the European Economic Area (EEA) without the prior written consent of the Customer, except if the Customer is located outside the EEA.

9.3.
The Provider shall, to the extent legally permitted, promptly notify the Customer if the Provider receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). Considering the nature of the Processing, The Provider shall assist the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent the Customer, in its use of the Services, does not have the ability to address a Data Subject Request, the Provider shall upon Customer’s request provide commercially reasonable efforts to assist the Customer in responding to such Data Subject Request, to the extent the Provider is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, the Customer shall be responsible for any costs arising from the Providers’ provision of such assistance.

Article 10.
Warranties

 
10.1.

The Provider warrants to the Customer that:

a) the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;

b) the Provider will comply with all applicable legal and regulatory requirements applying; and

a) the Hosted Services will be provided with reasonable care and skill;

b) the Provider will take reasonable efforts to prevent the Platform to be infected with viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and

c) the Provider will take reasonable efforts to provide the Hosted Services in accordance with the SLA.

d) the Platform will incorporate security features reflecting the requirements of good industry practice.

10.2.
The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

10.3.
If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services (excluding for the avoidance of doubt any Customer Data) by the Customer in accordance with this Agreement infringes any third party's Intellectual Property Rights, the Provider will, in its sole discretion, (i) procure a license that will protect Customer against such claim without cost to Customer, or (ii) replace the Hosted Service(s) with a non-infringing Hosted Service(s), or (iii) if it deems such remedies not practicable, Provider may terminate this Agreement without fault, provided that in case of such a termination, Customer will receive a pro-rata refund of the license fees prepaid for use of the Hosted Services not yet furnished as of the termination date. This section states Customer's sole and exclusive remedy for infringement or claims alleging infringement.

10.4.
The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

10.5.
All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

Article 11.
Acknowledgements and warranty limitations

11.1.
The Customer acknowledges that complex software is never wholly free from defects, errors and bugs or security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors, bugs or vulnerabilities.

11.2.
The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

11.3.
The Provider will not be responsible for the accuracy, reliability or legality of any information provided by or relying upon an external source chosen, provided or used by the Customer.

11.4.
The Provider shall not be responsible, either directly or indirectly, in any way for any loss or damage of any kind incurred as a result or in connection with the use of or reliance on any such external content.

Article 12.
Limitations and exclusions of liability

12.1.
The Provider will not be liable to the Customer for any indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, anticipative savings, revenues, customers, opportunities, goodwill, use, or data) even if a party has been advised of the possibility of such damages. The Provider shall not be liable to the Customer in respect of:
- any losses arising out of a Force Majeure Event;
- any loss or corruption of any data, database or software, unless due to an issue at Scilife´s level;
- termination or suspension of this Agreement in accordance with its terms of the Customers’ use of or access to the Service offerings.

In any case, the Provider’s’ aggregate liability under this agreement will not exceed the amount the Customer actually paid the Provider under this agreement for the service that gave rise to the claim during the 12 months before the liability arose.

12.2.
The Customer shall indemnify, defend and hold the Provider harmless from and against any and all claims, demands, suits, losses, damages and liabilities, including without limitation interest and reasonable attorney’s fees arising out of, relating to, or resulting from the use of Scilife pursuant to this Agreement, unless, such claims, demands, suits, losses, damages and liabilities are based on the Providers gross negligence or willful misconduct.

Article 13.
Force Majeure Event

13.1.
If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement, that obligation will be suspended for the duration of the Force Majeure Event.

13.2.
A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

a) promptly notify the other; and

b) inform the other of the period for which it is estimated that such failure or delay will continue.

13.3.
A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

Article 14.
Effects of termination

14.1.
Upon the termination of this Agreement, (i) the Customer’s access to the Hosted Services will automatically expire, (ii) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement without prejudice to the parties' other legal rights, (iii) all of the provisions of this Agreement shall cease to have effect, save the provisions of this Agreement that are intended to survive and continue to have effect (in accordance with their express terms or otherwise indefinitely).

14.2.
Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

Article 15.
Notices

15.1.
Any notice from one party to the other party regarding the termination of this Agreement must be done in writing by email.

15.2.
The Provider's email address for notices under this Clause 15 are as follows: invoice@scilife.io

15.3.
The addressee and contact details may be updated from time to time by a party giving written notice of the update to the other party.

Article 16.
General

16.1.
Subcontracting. Notwithstanding any other provision of this Agreement, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third-party hosting business the hosting of the Platform and the provision of services in relation to the development support and maintenance of the Platform. The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

16.2.
Non-Solicitation. Neither party nor any of its representatives will, directly or indirectly, without written consent of the other party, for the duration of the agreement and thereafter for a period of twelve (12) months from the date this agreement ends (a) solicit for hire or engagement, hire, or engage any individual who is employed by or contracted with the other party; (b) induce or attempt to induce any individual who is employed by the other party to terminate his or her employment with the other party; or (c) in any way interfere with the relationship between, and any individual who is employed by or entity that is contracted with, the other party.

16.3.
No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

16.4.
If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

16.5.
This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

16.6.
Neither party may without the prior written consent of the other party assign or transfer any contractual rights or obligations under this Agreement.

16.7.
This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

16.8.
This Agreement shall be governed by and construed in accordance with Belgian law.

16.9.
The courts of Antwerp shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

Article 17.
Escrow Service

17.1.
If desired by the Customer, cloud access credentials to the Scilife application and the Customer's database and storage data can be put into an escrow account. These credentials will provide the Customer everything the Customer needs to replicate their Scilife production environment under their own Amazon AWS account to ensure business continuity. These access credentials will only be released to the Customer in the case of bankruptcy of the Provider. The third-party escrow service needs to be agreed upon by both the Customer and the Provider. The escrow service costs will be paid by the Customer.

ANNEX 1.
SLA

“Business Days” means Monday through Friday, Belgian public holidays excluded.

“Business Hours” means 9:00-17:00 CET on Business Days.

“Error” means a defect, or combination of defects, in the Hosted Services that result in a failure of the Hosted Services to function in accordance with the specifications.

“Uptime” means the Hosted Services are operational and available to communicate with the Internet in Provider (or its cloud service provider’s) server location.

“Target Service Level” means the target percentage of Incidents that meet or exceed the Service Levels as set out in paragraph

1.
Support level. During the Term, Provider will provide support via our Online Service Desk during Business Hours, with following response times:

Provider does not guarantee any resolution times. Provider will use best efforts to resolve any issues, subject to compliance by the Customer of the Agreement. 

2.
Remedial Maintenance. Provider shall use its reasonable efforts to investigate and rectify an Error reported to Provider by the Customer hereunder in accordance with the applicable Priority Levels and Response Times set forth below, provided that (i) such Response Times shall apply only for as long as the Customer is using the Hosted Services in accordance with the documentation, (ii) Provider shall have no obligation to rectify an Error not caused by the Hosted Services, (iii) the Error can be reproduced, (iv) any support activity which is not related to a defined Error (e.g. (without being limitative) a suggestion or enquiry) shall also be deemed not to have a Priority Level assigned to it. Actual Response Times are dependent on the level of assistance provided by the Customer and shall be calculated from the moment Provider is provided with the necessary diagnostic information.

3.
Customer dependencies. Customer shall (i) make all reasonable efforts to determine whether an Error is an error in the Hosted Services or is due wholly or partly to the use of the Hosted Services in a manner for which it was not designed, (ii) provide Provider with all relevant information when reporting an Error, including, without limitation, the name of the person reporting the Error, the date of the Error and a description of the Error and such other diagnostic information as may be agreed between the Parties, (iii) provide all reasonable assistance to Provider necessary to reproduce and demonstrate any Error, (iv) supply Provider with all documentation, test cases, sample data and anything else reasonably required by Provider to investigate and rectify the reported Error, (v) notify Provider as soon as possible after the occurrence of any Error that requires support in accordance with what is set out in in this SLA.

5.
Out-of-scope. Any service that is performed under this SLA by Provider but which is not listed under section 2, shall be considered as out of scope services (i.e., not included in the Maintenance Service) and shall be charged to the Customer on a time and material basis at the then applicable Provider rates or such other rates as may be agreed between the Parties. Such Professional Services not included in the Maintenance Service include (non-exhaustive list):

• • • advice on how to use, configure or administer the Hosted Services;
    • advice on how to rectify problems in areas other than the Hosted Services (such as but not limited to the modifications and/or enhancements made to the Hosted Services) which have led to the Hosted Services being unable to be used; 
    • changed specification, request ‘or change, and impact analysis;
    • the provision, upon Customer’s request, of documentation relating to the work performed by Provider in respect of Professional Services;
    • advice on how to rectify Errors that are attributable to (i) accidents, misuse, negligence or failure of the Customer to follow instructions for proper use of the Hosted Services, (iii) failure by the Hosted Services to comply with environmental specifications, (iv) improper configuration of the Hosted Services other than an improper configuration performed in accordance with Provider’s specifications.

6.
Maintenance. The provider will give two (2) month notice per e-mail to the Customer prior to the upgrade of Scilife to a
newer version. With this notice, the Provider will include a list with all changes, new functions, and the updated validation package for this new version of Scilife. When the Customer receives this notification, the Provider will install the newer version of Scilife in the“Test Environment” and the Customer will have 60 days to analyze the new documentation provided by the Provider and take the necessary steps for its own software validation. During these 60 days, the Customer can finish testing and validation of the new version of Scilife in the "Validation" environment and at the end of the testing period, the new version is pushed to the “Production” environment. If the Provider has to resolve a bug categorized as emergency or high severity urgently, the Provider may choose to implement the necessary changes immediately in the “Production” environment and notify the Customer of this change afterward.