Standard and Bespoke Managed Services – Terms & Conditions
Customer Engagement
By signing the quotation from Celtrino the customer enters into the sales contract and adheres to the terms and conditions associated with the sale. Celtrino quotations are valid for 30 days from the date the quotation is issued.
Customer Technical Requirements
The Celtrino Platform is a secure internet-based service, and the customer must have Internet access and use of a supported Internet browser. There is no need to install additional software on customer computer. Managed Service are delivered as a software-as-a-service product.
All Celtrino Platform users need a valid network id specific to the sector within which they trade. Celtrino platform users can contact support@celtrino.com for further information.
Definitions
“Standard Managed Service” – Is a managed service that does not require customer specific modifications or additional bespoke components to work correctly.
“Bespoke Managed Service” – is a managed service that does require customer modifications and/or additional bespoke components to the standard managed service in order to work correctly.
“New customer” – is a customer that Celtrino is doing business with for the first time.
“Existing customer” – is a customer that Celtrino has an existing satisfactory commercial relationship with.
“Set up” – Provision and configuration of the managed service for operational use. For EDI managed services this means establishing the Celtrino component of the network connectivity and processing infrastructure between the buyer and the seller.
“Set up Fee” – a fee to cover set-up activities.
“Annual Subscription” – This is a licence to use the managed service for a period of 1 year or any part thereof and help desk support during Mon- Fri 9.00 am to 5.30pm.
“First year Subscription” – This consists of an annual subscription, defined as twelve (12) months.
“Renewal of Subscription” – Renewal of annual subscription.
“Go-Live Date” means the date on which the Managed Service has been successfully configured, connectivity between the first Trading Partners has been established, end-to-end testing has been completed to Celtrino’s reasonable satisfaction. Onboarding of any remaining Trading Partners shall continue as expeditiously as possible following the Go-Live Date, in accordance with an agreed schedule. Where the Customer fails to confirm readiness within five (5) working days of Celtrino notifying the Customer that the Service is ready for live operation, the Go-Live Date shall be deemed to occur on the date of that notification.
“New Onboarding” means the initial provision of a Managed Service to a Customer (defined as the Trading Partner’s Supplier) that has not previously traded electronically via any EDI Platform with the relevant Trading Partner(s).
“Migration” means the transition of an existing electronic trading connection from a third-party platform or legacy infrastructure to the Celtrino Platform, where live trading with the relevant Trading Partner(s) was already in operation prior to the commencement of the project.
“Timely Manner” The Client shall provide all necessary content, feedback, and approvals in a timely manner, defined as within the timeframes set out in the project schedule or, where unspecified, within five (5) business days of request. The Service Provider shall not be liable for any delays arising from the Client’s failure to comply with this obligation and reserves the right to revise timelines and/or apply additional charges as a result.
“PDS” (Professional Delivery Service) means the provision of engineering, configuration, integration, testing, and deployment of services required to deliver, onboard or migrate customer-specific solutions within the Celtrino platform. This may include, without limitation, development (frontend, backend, mapping, and translation), system and communication setup (including the provision of a mailbox and protocols such as SFTP, AS2, AS4 etc), testing and user acceptance and go-live activities. The exact scope of PDS shall vary depending on the nature of the service (including, but not limited to, managed services, onboarding, or migration) and will be defined in the applicable Statement of Work (SOW) or other project documentation.
Invoice and Payment Terms
The invoice and payment terms set out in these Terms and Conditions apply to all engagements unless alternative terms have been expressly agreed in a signed contract or written quotation accepted by both parties, in which case such agreed terms shall take precedence over these Terms and Conditions to the extent of any conflict.
Invoicing: New Onboarding
Set-Up Fee invoiced upon receipt of a signed quotation. For new customers, payment is required before set-up commences. For existing customers, payment terms of thirty (30) days apply.
First Year Subscription (licence) invoiced upon the Go-Live Date. Celtrino shall notify the Customer in writing of the Go-Live Date at the time it occurs. The First Year Subscription period shall commence on the Go-Live Date and shall run for twelve (12) calendar months from that date. The subscription will renew annually on the anniversary of the go-live date.
Where the Go-Live Date has not occurred within sixty (60) days of the signed quotation date due to delays attributable to the Customer, any third-party trading partner or integrator, or any other cause outside of Celtrino’s reasonable control, Celtrino reserves the right to invoice the First Year Subscription at that point and the licence period shall commence accordingly.
Invoicing: Migration
Set-Up Fee invoiced upon receipt of a signed quotation, payable in accordance with the customer payment terms set out in the Invoice and Payment Terms section.
First Year Subscription (licence) invoiced upon the Go-Live Date. The First Year Subscription period shall commence on the Go-Live Date and shall run for twelve (12) calendar months from that date. The subscription will renew annually on the anniversary of the go-live date.
Where the Go-Live Date has not occurred within ninety (90) days of the signed quotation date date due to delays attributable to the Customer, any third-party trading partner or integrator, or any other cause outside of Celtrino’s reasonable control, Celtrino reserves the right to invoice the First Year Subscription at that point.
Invoicing: PDS (Professional Delivery Service)
Where the PDS has been agreed, the Set-Up Fee shall be invoiced in accordance with the following milestone schedule:
- 50% invoiced upon execution of the signed quotation and prior to commencement of works;
- 40% invoiced upon successful completion of the implementation demonstration and Customer sign-off of User Acceptance Testing (UAT);
- 10% invoiced upon the Go-Live Date, as notified to the Customer by Celtrino in writing.
Each milestone invoice shall be payable within thirty (30) days of the invoice date. Where a milestone is delayed solely due to the Customer’s failure to provide required information, approvals, or resources in a timely manner, Celtrino reserves the right to invoice the relevant milestone instalment at the point it would otherwise have been reached had the project proceeded on schedule.
Cancellation
Where the Customer cancels or terminates the project prior to the Go-Live Date, the following amounts shall become immediately due and payable:
- Where Celtrino has delivered the system for testing and is ready to proceed to UAT sign-off at the point of cancellation, 90% of the total purchase order value shall be due (reflecting the 50% previously invoiced at execution and the 40% milestone then earned); or
- If Celtrino has not delivered the system for testing at the time of cancellation, a cancellation fee of 20% of the total purchase order value will apply, in addition to the 50% already invoiced upon signing the quotation and before work commenced.
Payment Options
EFT – Bank details for EFT are available in the invoice. The customer needs to include the invoice number under payment reference in bank transfer or provide a Remittance Advice.
Late payments
Without limiting any other right or remedy available to Celtrino, if the Customer fails to make any payment due to Celtrino within thirty (30) days after the due date for payment, Celtrino shall be entitled to charge interest on the overdue amount at a rate of eight percent (8%) per annum above the then-current main refinancing rate of the European Central Bank, accruing on a daily basis from the due date until the date of actual payment, whether before or after judgment, and compounded quarterly.
Traffic Allowance and Overages
Monthly Allotment: The annual traffic allowance is divided into twelve (12) equal monthly increments. Each increment is valid only for the duration of its respective calendar month; any unused portion is forfeited at the end of the month and cannot be rolled over or used to offset usage in other periods.
Overage Calculation: Usage exceeding the monthly allotment (“Overage”) will be recorded monthly. The cumulative total of all Overages will be invoiced annually in arrears at a fixed rate of £0.06/€0.06 per unit (kc).
Subscription: The annual subscription fee is non-refundable and covers the provision of the allowance. No credits or price reductions will be granted if actual usage falls below the allocated monthly or annual thresholds.
Managed Service Cancellations
In the event the customer wishes to cancel any managed service, the customer needs to inform Celtrino in writing by sending an email to ‘accounts@celtrino.com’ at least 90 days prior to the renewal date.
Where the customer fails to provide the required notice in accordance with the above, the customer shall remain liable for the full 12-month licence fee which shall become immediately due and payable upon the renewal date. All PDS charges applicable are payable as set out in the Schedule.
In the event that any outstanding sums are referred to a third-party debt collection agency, all fees, charges, and costs incurred by Celtrino in connection with such referral and recovery shall be added to the total amount owed by the customer and shall form part of the recoverable debt.
Managed Service Disconnection Due to Non-payment
If the customer has not made the payment during the credit period specified, the managed service will be disconnected 15 days after the expiry of the credit period.
If the managed service is disconnected due to non-payment the customer needs to pay the full account balance and reconnection charge of €500 plus VAT per trading partner.
Essential Updates, General Maintenance and Improvements
Celtrino may need from time to time to upgrade our standard managed services (e.g. security, technology changes, bug fixes etc.). Changes to Standard Managed Services will not normally require intervention from our customers using these services.
However, changes to a specific standard managed service may impact the operation of the bespoke add-on components of a customer’s Bespoke Managed Service. Where this is the case, Celtrino will make reasonable efforts to prevent this happening in advance and/or remedy the situation where it operationally does arise. Celtrino reserves the right to charge the customer for these efforts.
Confidentiality
In the course of doing business the customer may provide Celtrino with confidential or personal information. Prior consent in writing is required from the customer before Celtrino will agree to disclose such information to a third party.
Celtrino is fully compliant with GDPR legislation.
Post-Initial Terms Pricing
Following the expiry of the initial fixed-fee period, Celtrino shall be entitled to apply an annual price adjustment to all Recurring Fees on each anniversary of the Agreement (the ‘Adjustment Date’). Celtrino shall notify the Licensee of the adjusted Recurring Fees in writing at least thirty (30) days prior to the Adjustment Date.
Customer Delivery Obligations
The Customer must complete in a timely manner all testing with their Trading Partners in accordance with Celtrino recommendations.
Where the provision of the Services requires information, data, or materials from the Customer, the Customer shall provide such information promptly upon request. If the Customer fails to provide any requested information in a Timely Manner from the date of each request, then ninety per cent (90%) of the Order value shall become immediately due and payable, and Celtrino shall be entitled to suspend further work until such payment is received and the required information is provided.
Legal Jurisdiction
This Agreement shall be construed in accordance with and governed by the Laws of Ireland and shall be subject to the exclusive jurisdiction of the Irish Courts.
Changes to these Terms and Conditions
Celtrino reserves the right to change these Terms and Conditions at any time.
Managed Services End User License Agreement
(hereinafter referred to as the Service)
IMPORTANT NOTICE: PLEASE READ THIS END-USER LICENSE AGREEMENT (EULA) CAREFULLY. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT ACCESS OR USE THE SERVICE. THIS EULA CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND EXCLUSIVE REMEDIES. THE PROVISIONS BELOW FORM THE ESSENTIAL BASIS OF THE AGREEMENT.
This EULA is a legal agreement between the EDI Managed Services user (hereinafter referred to as You) and EDI Factory Limited Trading As Celtrino (hereinafter referred to as Celtrino). Unless You have another written agreement with Celtrino regarding this Service, then Your use of this Service is governed by this EULA. From time to time, Celtrino may in its sole discretion update or modify this EULA. Any updates to this EULA will be communicated to you.
IF YOU AGREE TO THIS EULA, YOU ARE GRANTED A LIMITED, PERSONAL, NON-ASSIGNABLE, NON- SUBLICENSEABLE, NON-TRANSFERABLE AND NON-EXCLUSIVE LICENSE TO USE THE SERVICE. YOU ARE PERMITTED TO USE THE SERVICE FOR YOUR (A) PRIVATE, NON-COMMERCIAL PURPOSES AS A PRIVATE USER, AND/OR (B) COMMERCIAL PURPOSES IN A COMMERCIAL BUSINESS (“BUSINESS USER”). THIS SERVICE IS LICENSED PER BUSINESS. YOU MAY NOT SHARE ACCESS TO THE SERVICE WITH A SECOND BUSINESS.
LICENSE TO USE THE SERVICE.
The Service is licensed to You, not sold to You. You must lawfully access the Service from Celtrino. Otherwise You don’t have a right to use the Service. You agree that if the Service requires mandatory activation or email validation, You will complete the process providing Celtrino with accurate information. Your use of the Service is suspended until You complete the activation and/or registration process. Celtrino reserves all rights not expressly granted to You in this EULA. The service is invoiced annually in advance. It is Your responsibility to ensure that payment is made in accordance with our payment terms.
YOUR RESPONSIBILITIES WHILE USING THE SERVICE.
With regard to Your use of the Service under this EULA, You have certain responsibilities. The Service may include product activation and other technology designed to prevent unauthorized access and account sharing. You may not reverse engineer, decompile or disassemble the Service. While Celtrino owns its Service, You own and are responsible for the content of files (“Content”) that You create or have created for You resulting from the use of its Service. You agree that, in connection with Your use of the Service, You are responsible for the direct and/or indirect consequences of any of the Content You create. You are responsible for independently verifying the accuracy and completeness of Your content. You may not modify or create derivative works based upon the Service. You represent and warrant to Celtrino that You will comply with all applicable laws and regulations impacting Your use of the Service including data protection and privacy laws. You agree that You will not use the Service in a way that is unlawful or that violates the rights of a third party. If Celtrino is sued or a claim is brought against Celtrino by a third party due to Your actions, Your failure to act when required, or Your content, then You agree to defend, indemnify and hold Celtrino harmless.
OUR INTELLECTUAL PROPERTY RIGHTS.
The Service is protected by Irish Intellectual Property laws and international intellectual property laws and treaty provisions. You agree that Celtrino, the Celtrino logos, and other Celtrino trademarks, service marks, and graphics are trademarks of Celtrino or are trademarks of Celtrino partners (“Marks”). You are not granted a right to use Marks without the owner’s permission. You will not remove, obscure or alter any proprietary notices affixed to or contained within the Service.
USAGE AUDITING, PIRACY AND CELTRINO PRIVACY POLICY.
Celtrino audit and collection of any of Your data and Your use of the Service is subject to Celtrino Privacy Policy (http://www.celtrino.com/privacy-policy). Celtrino may audit Your service usage for anti-piracy purposes, to verify a valid registration and/or to assess Your use of the Service. You consent to the Service sending usage data (e.g., the number of logins to the Service, the device IP address, and/or the version of the Service), for registration, authentication, use and anti-piracy auditing and enforcement purposes.
PRE-COMMERCIAL RELEASE OR PILOT SERVICE.
If the Service You have received with this EULA is a pre- commercial release or a pilot version, then You understand the Service is pre-release, non-commercial version and does not represent a final product of Celtrino. The Service may contain bugs, errors and other problems that could cause computer system failures and data loss. THEREFORE, ALL PRE-RELEASE OR BETA SERVICE IS PROVIDED ON AN “AS-IS” BASIS AND CELTRINO DISCLAIMS ANY AND ALL WARRANTIES OR LIABILITY TO YOU OF ANY KIND. EVALUATION SERVICE. If the Service is identified as a demonstration, evaluation, trial, “not for sale” or “not for resale” version (“Evaluation Version”) You may access the Service only for the purpose of evaluation and/or demonstration. Unless You are authorized by Celtrino, You may not use Celtrino Service for competitive analysis, or commercial, professional, or other for-profit purposes. You understand that at the end of the evaluation period, You must either stop using the Service or pay for the Service to continue using it. If You fail to pay for it, then Your license terminates.
LIMITED AND RESTRICTED WARRANTY.
The Service when properly accessed and under normal use will substantially conform to the features and functionality as set forth in the documentation accompanying the Service, however, the Service may contain normal bugs and errors. Therefore, the Service is provided on an “AS IS” basis with the understanding that bug fixes and Updates will be provided from time to time. This warranty is valid only to You. YOU ASSUME ALL RESPONSIBILITIES FOR CHOOSING, INSTALLING, AND USING THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CELTRINO DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICE AND THE ACCOMPANYING WRITTEN MATERIALS. SOME COUNTRIES DO NOT ALLOW THE WARRANTY EXCLUSION OR LIMITATIONS; THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ACCESS PRE-RELEASE VERSION PRODUCTS MARKED AS SUCH, YOU DO SO AT YOUR OWN RISK.
INDIRECT AND CONSEQUENTIAL DAMAGES
CELTRINO ACCEPTS NO LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE OR LOSS OF REVENUE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CELTRINO BE LIABLE FOR ANY DAMAGES OR LOSS OF REVENUE WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CELTRINO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
In such instances and as long as You obtained the Service from Celtrino, Celtrino may be liable to You (a) without limitation for damages You have incurred under or in connection with this EULA only if the damage has been caused by the wilful or grossly negligent act of Celtrino; and (b) for those typical damages that were reasonably foreseeable and which have been caused by any other negligent breach of an essential contractual duty by Celtrino. Any further liability of Celtrino is excluded. These aforementioned limitations apply irrespective of their legal basis, in particular with regard to any pre-contractual or auxiliary contractual claims. These limitations shall not apply, however, to any mandatory liability under the applicable product liability laws, nor to any damage which is caused due to the breach of an express warranty to the extent that such express warranty was intended to protect consumers against the specific damage incurred, nor to damages due to loss of life, injury or prejudice to health.
GENERAL.
If You licensed the Service in the European Union, Iceland, Norway, or Switzerland, then Irish law applies. If You licensed the Service in any other country, then Irish law may apply. This EULA is the entire agreement between You and Celtrino and supersedes any other communications or advertisements with respect to the Service and documentation. The Service, or any feature or part thereof, may not be available in all languages or in all countries. If Celtrino has provided You with a translation of the English language version of this EULA, You agree that such translation is provided for Your convenience only and that the English language version, not the translation, of this EULA will be legally binding on You. The English language version of this EULA and not its translation(s) will govern in the event of a conflict between the English language version and a translation. If and to the extent any provision of this EULA is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable but only to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. No term or provision in this EULA will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. No modifications or amendments to this EULA will be binding upon Celtrino unless made in writing and duly executed by You and an authorized representative of Celtrino.
ADDITIONAL TERMS
If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
- The validity or enforceability in that jurisdiction of any other provision of this Agreement;
- The validity or enforceability in other jurisdictions of that or any other provision of this Agreement.
