Definitions

Consilium’s website, application, and services that link to this agreement (referred to collectively as "Consilium", “Services”, “System”, “we”, “our” or “us”), which are provided to the customer (referred to as the "Customer", “Client”, “Users”, “You”, or “Your”) by Consilium.

Consilium has authorized service providers to assist us in delivering the Services to our Customers (hereinafter, referred to as “Partner(s)”, “Third-party/ies”)

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Introduction

The following Terms and Conditions, alongside our cookies policy and privacy policy, govern the use of our Services collectively. These terms and conditions outline the rules and regulations for the use of Consilium's services located at www.consiliumplus.com. By accessing our Services, we understand that you accept these terms and conditions. Do not continue to use Consilium if you do not agree to take all of the terms and conditions stated on this page. In case a signed contract in whole or in part contradicts these terms and conditions, the terms of a prevailing contract takes priority.

We employ the use of cookies. By accessing Consilium, you agreed to use cookies in agreement with Consilium's cookies policy. We use cookies to provide a tailored customer experience based on our customers’ preferences and tendencies, hence facilitating the delivery of informative content and customized functionality. Our partners may also use cookies. Please refer to our cookies policy for more information.

Our privacy policy ensures the proper handling of the Customer’s personal information, whether attained by the customer or otherwise according to data protection and processing agreements stipulated in our privacy policy and the executed non-disclosure agreement. It is important to note that by accepting these terms and conditions, Consilium acts as the data “processor” regarding Customer’s personal data for the purposes of delivering the Services, while the customer act as the data “controller” of users’ personal data who retain Consilium Services. Both parties must undertake their responsibilities and obligations under the GDPR and UAE Personal Data Protection Law to maintain compliance.

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License of Use

Unless otherwise stated, Consilium owns the intellectual property rights for all materials and content on all Consilium Services. All intellectual property rights are reserved. Your access and use of these Services are subject to the restrictions set out in these terms and conditions.

The Customer data uploaded to Consilium is the sole property of the customer. Consilium acts as the data “processor” regarding Customer’s data administration on the application, while the customer act as the “controller” and “owner” of the data being administrated by Consilium.

To the extent permitted by applicable laws, Consilium shall not be held accountable for the customer data or for any liability, damages, or expenses caused and/or suffered as a result of any use of the customer data on Consilium services. The customer must ensure their possession of full ownership over all data and material uploaded to Consilium and affirm that none of the data may trigger any third-party infringements.

Consilium reserves the right to utilize anonymized statistical data, for statistical or research purposes to enhance the performance of the System. Such anonymized statistical data include, for instance, the number of users, the usage load, and the activities/sessions conducted inside the System’s domains. The Customer consents Consilium to include the Customer's logo/name/brand solely for the purpose of identifying the Customer as a client in marketing, sales, financials, and public relations materials, as well as other forms of communication.

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System Usage Limitations

The customer access and use of the system and all its contents are limited by an active subscription mentioned in “Subscription and Termination” and “License of Use”. This subscription allows only customer’s personnel to use the system services in compliance with the terms and conditions set out in this document. In case the Customer wants to include partners/third parties/affiliates who may need to use the system services, the customer must include those partners/third parties in the initial agreement or in an amendment to a current agreement. Upon the expiration of the active subscription period, the customer’s access and its partners/third parties to the system and all its content will be denied.

The granted access rights provided to the customer set out in this document are strictly non-exclusive and non-transferable. You must not republish, sell, rent, lease, sub-license, reproduce, duplicate, copy, lease, transfer, or redistribute any materials/content/right to use of Consilium Services whether in whole or in part. It is also strictly prohibited to engage in reverse engineering, decompilation, or disassembly of the System, or attempt to do so, and work around any technical limitations or System documentation restrictions.

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Customer Data Backup

Consilium will not modify, delete, or copy those data in respect of our data privacy policy and the terms and conditions set out in this document. However, Consilium provides an extra layer of convenience for its customers and creates backup of the Customer’s data uploaded to Consilium. These backups are stored with appropriate care and in accordance with the current organizational and technical security measures implemented by Consilium.

Consilium will retain the backup copy for a duration of three (3) months from the subscription expiration date. Once this period elapses, the data will either be deleted or anonymized. If customers wish to obtain their backup copies, they must send an email to Consilium’s support team within the retention period. The support team shall coordinate and align with the Customer the needed steps in order to retain the needed copies in a readable format.

Consilium is obligated to delete all the Customer's data, no later than three (3) months after the expiration of the subscription. However, Consilium reserves the right to utilize anonymized statistical data, for statistical or research purposes, with the aim of enhancing the performance of the System, including number of users and the usage load and activities in the system.

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Service Level Agreement

Consilium strives to maintain its services and keep them running and available at all times. All efforts are exerted to promptly address any errors found within a reasonable timeframe. Nevertheless, Consilium does not guarantee that services are always error-free or function flawlessly. Moreover, the System may become unavailable due to preventive, corrective, or adaptive maintenance, or other forms of service, which Consilium will inform in advance. Additionally, circumstances beyond Consilium’s control may lead to service(s) unavailability. Consilium will make reasonable efforts to inform the Customer ahead of time of any circumstances that may affect System availability. However, the service level agreement does not apply in any of the following scenarios:

• Problems that are beyond the control of the Consilium team, such as extensive internet or data center outages, and natural disasters

• Service or account restrictions, including but not limited to a customer's usage of services in violation of the Agreement

• Downtime that occurs during maintenance windows, user-initiated downtime, or automated upgrades

In case a signed contract constitutes specific guarantees, rather than the ones mentioned in this document, those guarantees of a prevailing contract take effect.

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Prices and Payments

The Customer agrees to pay the agreed-upon payments as detailed in the financial proposal or a signed contract submitted by Consilium and signed by the customer. Upon renewal, the prices may be subject to change in accordance with the currently applicable prices as stipulated in the newly submitted financial proposal or a contract from Consilium. The payment(s) will be invoiced in accordance with the payment terms set out in the financial proposal or the signed contract. Payments are to be made within seven (7) calendar days whenever a payment is due.

In case the payment terms set out in the financial proposal in whole or in part contradict the payment terms set out in the signed contract, the payment terms of the signed contract take effect.

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Limitation & Liability

To the fullest extent permitted by law, the total liability, in the aggregate of Consilium to Customer, and anyone claiming by, through, or under Customer for any claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way related to this agreement from any cause or causes, including but not limited to negligence, professional errors and omissions, strict liability, breach of contract, or breach of warranty, shall not exceed the total fees paid by the Customer. However, if the loss is the result of deliberate intent or recklessness from the Customer’s side, the exclusions and limitations cited above shall no longer apply.

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Indemnification for Infringement

According to the “License of Use” clause, Consilium holds the sole ownership of all intellectual property rights of all its services and content.

Consilium indemnifies and holds the Customer harmless from and against any and all claims and liabilities in any action for infringement based on the allegation that Consilium Services, including all its contents, violate any third-party intellectual property rights provided such claim arises solely out of the Services as supplied by the Consilium, and not out of any modification to the Services made by the Customer or by someone other than Consilium without Consilium’s approval.

If the Customer faces any claims concerning its usage of Consilium Services and/or all its contents, the Customer shall promptly notify Consilium in writing about the claim's existence and particulars. The Customer shall give Consilium the opportunity to take over, settle, or defend such action, claim, or suit at Consilium's sole expense. The Customer is obligated to aid in the defense of any such action, claim, or suit at the expense of Consilium by providing necessary information and assistance how Consilium sees fit.

Such indemnity shall only be applicable in the event of claims, judgments, liabilities, and/or costs that may be finally assessed against the Customer in any action for infringement of a patent, or of any copyright, trademark, trade secret, or other third party proprietary right except to the extent such claims, judgments, liabilities and/or costs arise solely from the Customer negligent act, failure to act, gross negligence or willful misconduct.

If usage of Consilium shall be enjoined for any reason or if Consilium believes that it may be enjoined, Consilium shall have the right, at its own expense and sole discretion to act in the following order of precedence:

• To procure for the Customer the right to continue usage

• To modify the Services so that usage becomes non-infringing, and is of at least equal quality and performance; or

• To replace such Services or parts thereof, as applicable, with non-infringing Product of at least equal quality and performance

If the above remedies are not available, the parties shall terminate the Contract, in whole or in part as necessary and applicable, provided that the Customer is given a refund for any amounts paid for the period during which usage was not feasible.

If an action at law or in equity is commenced against the Customer arising out of a claim that the Customer's data infringes any patent, copyright, trademark, trade secret, or proprietary right, the provisions referenced above in this clause shall no longer apply.

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Subscription & Termination

Consilium provides clients with three primary types of packages: training packages, competition packages, and hands-free packages. These packages are available on a monthly subscription basis, and we also offer unlimited workshops throughout the duration of an active subscription. Our payment terms are straightforward: 100% payment is required before the commencement of the service. The price of the package depends on the number of users and the contracted duration, as stated in the signed contract. The contract begins within two (2) business days after the customer signs the contract and pays the invoiced amount.

We offer a discount on our fees for annual contracts. However, if a customer chooses to prematurely terminate an annual subscription, they are entitled to a refund under the following conditions:

• The customer must provide one month's prior notice before the actual termination date

• The refunded amount is calculated based on the remaining period of the contract

• The customer forfeits the applied discount and pays a penalty equivalent to one month's worth of the package price

It is critical to note that if a signed contract includes different terms, the terms of the prevailing contract take priority. We strive to be flexible and accommodating, but we also prioritize clarity and transparency in our business dealings.

 

Customization Options

Consilium offers its Customers a range of customization options to be incorporated into the customer workspace on Consilium services. Those customization options may take up to fifteen (15) business days to be incorporated. In this case, the period required will be determined based on the requested set of customizations, which will be mentioned in the contract, and the commencement period mentioned earlier in this clause (two business days) shall no longer apply.

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System Requirements

Unless otherwise stated, Consilium services are accessible online through the most commonly used web browsers and do not require specially allocated resources to operate smoothly.

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Technical Support

Consilium provides technical support to its customers during an active subscription period. Such support may be made available through customer.care@consiliumplus.com email during Consilium Software's declared working hours on our website. Responses to support requests shall be provided within two (2) business days. The time required for fixing any issues will be communicated to the Customer after the issue has been investigated. While Consilium Software does not guarantee a specific response time, we strive to provide our customers with responsive and efficient support.

In case a signed contract constitutes specific guarantees, rather than the ones mentioned in this clause, those guarantees of a prevailing contract take effect.

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Change to this Agreement

Consilium reserves the right, at our discretion, to change, modify, add, or remove portions of this document at any time. Some of the changes will be in response to changes in applicable laws and regulations, in addition, as Consilium adds new features to the Services. Such changes, revisions, or modifications will be effective immediately upon notice to you, which may be given by any means including, without limitation, via posting on the website. If the changes are significant, we will provide a more prominent notice. The latest version has an effective date listed at the top of this document. Your continued use of the services after such notice will be deemed to constitute acceptance of such changes, revisions, or modifications. Please check this Agreement periodically for changes.

Customers including its authorized users may provide Consilium with ideas, comments, suggestions, recommendations, or other feedback on the features or functionality of Consilium Services (“Feedback”). The customer agrees that any Feedback is provided voluntarily. In the event that Customer offers Feedback to Consilium, Customer hereby grants to Consilium a perpetual, irrevocable, sublicensable, transferable, worldwide right to use, incorporate, reproduce, distribute, copy, display, perform, modify, create derivative works of, make, have made, sell, offer to sell, export, import, make improvements, and otherwise practice such feedback for Consilium’s business purposes without attribution to Customer. Feedback, even if designated as confidential, shall not create any confidentiality obligation hereunder.

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Agreement Compliance

The Customer is required to always act in a lawful and responsible manner toward third parties, which includes respecting the intellectual property rights and privacy of third parties and refraining from disseminating information in a manner that violates the law.

Consilium retains the right to verify the fulfillment of eligibility requirements set out throughout this agreement’s clauses, and to suspend the Customer's access to Consilium’s Services if such requirements are not met.

In the event that one party fails to fulfill its obligations under these terms and conditions, the other party may also terminate the service, provided that the material breach has not been rectified by the defaulting party within 30 days.

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Governing Law Jurisdiction

The Agreement and these terms and conditions are governed by UAE law. All disputes arising out of or related to the signed contract and/or terms and conditions set out in this agreement, including any disputes regarding their existence, validity, or termination, shall be settled by the courts of the United Arab Emirates. The venue for any legal proceedings shall be determined by Consilium.