Definitions
Last Updated: July 2023
Agreement means the agreement as defined in the applicable Order Form. Unless otherwise provided in the Order Form, an Agreement consists of that Order Form and the referenced documents listed therein.
Acceptance Date means the date on which Client accepts the Deliverables in accordance with the provisions set forth in this Master Agreement and the applicable Statement of Work.
Acceptance Tests means the acceptance test procedures and criteria agreed between the Parties for the purposes of testing that the Deliverables comply in all material respects with the Specifications.
Affiliate of a Party means any legal entity directly or indirectly controlled by, controlling, or under common control with a Party, where “control” means direct or indirect possession of a majority of the voting stock or other voting ownership interests in the entity. Any such entity shall be considered an Affiliate for only such time as such interest or control is maintained.
beqom means (i) beqom SA, if Client resides outside of North or South America; or (ii) beqom North America, Inc., if Client resides within North or South America.
Certificate of Acceptance means the certificate issued by Client that the Deliverables have been accepted in accordance with the terms of the relevant Statement of Work.
Change Request shall have the meaning ascribed thereto in the Professional Service Terms.
Client means the legal entity that has ordered any Cloud Services or Professional Services from beqom.
Client Data means any data (including Personal Data), content, information or materials (and any updates thereto) uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of Client, a User or any person or application or automated system using Client's account; or otherwise provided by Client to beqom in connection with the Agreement.
Client Dependencies means all those tasks and responsibilities assigned to Client in the relevant Statement of Work.
Client Materials means any (i) Client technology, (ii) Client-specific business processes, or (iii) deliverables that are specifically designated as Client-owned property in a Statement of Work.
Cloud Materials means (i) the Solution, and (ii) any work product or tangible result produced by or with beqom under the Agreement, excluding any work product or tangible result that incorporates or consists of Client Data, Client Pre-Existing Intellectual Property, Client Confidential Information and/or Outputs.
Cloud Service(s) means (i) the hosting and operation of the Cloud Materials and other necessary system, software and utilities on the Platform, making such Cloud Materials and Client Data available to Users via the Platform, and (ii) the Support Services offered by beqom under the Order Form. The term Cloud Services does not include Professional Services.
Cloud Services Terms means the Specific Terms applicable to the performance of Cloud Services.
Confidential Information means (A) with respect to Client, Client Data, Client Materials, any Outputs, marketing and business plans and/or Client financial information, and (B) with respect to beqom: (a) the Professional Services including, without limitation, all (i) computer software (both object and source codes) and related documentation or specifications; (ii) techniques, concepts, methods, processes and designs embodied in or relating to the Professional Services; and (iii) all application program interfaces, system security and system architecture design relating to the Cloud Services disclosed in the performance of the Professional Services; (b) Cloud Materials and (c) beqom research and development, product offerings, pricing and availability.
In addition to the foregoing, Confidential Information of either beqom or Client shall also include (C) the existence and terms of this Agreement, and (D) information which the Disclosing Party protects against unrestricted disclosure to others that (i) the Disclosing Party or its representatives designates as confidential at the time of disclosure; or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure; including, without limitation, information about or concerning any third party that is disclosed to Receiving Party under this Agreement.
Data Center Region means the geographic region where the data centers identified in the Data Processing Form into which Client Data is hosted are located.
Data Processing Agreement means the terms and conditions applicable to the processing of Client Personal Data on the Platform.
Data Processing Form means the written form entered into by beqom and Client specifying the Data Center Region, the categories of Data Subjects and the categories of Client Personal Data, the respective data protection officers or representatives and the details relating to cross-border processing of Personal Data.
Days means, unless stated otherwise herein, calendar days.
Defect means a non-conformity of the Deliverables with the Specifications.
Deliverable means any work product and/or training material identified as a Deliverable in a Statement of Work provided to Client by beqom in the performance of Professional Services; in each case, excluding any Client Data, Client Pre-Existing Intellectual Property, Client Confidential Information or Outputs.
Disclosing Party means the Party disclosing Confidential Information.
Documentation means the documentation produced by beqom and made available on the Platform to Client specifying how the Solution can be used as well as any other materials provided by beqom as part of the Cloud Services.
Effective Date means the commencement date as indicated in the Order Form.
Final Acceptance Date means the date on which (i) Client notifies to beqom that all the Deliverables are consistent with the acceptance methods and criteria set out in the applicable Statement of Work, or (ii) Client uses the Deliverables, or any part of them, other than for testing purposes, whichever occurs earlier.
Functionalities means the functionalities of the Solution as described in the Functionality Description stated in the relevant Order Form for Cloud Services.
General Terms means the general terms and conditions of the Master Agreement.
Harmful Code means any code containing viruses, Trojan horses, worms or like destructive code, code that self-replicates or code that contains a "timeout" feature to prevent access and use at some future date.
Initial Subscription Period or Initial Period means the initial period stated in the Order Form.
Intellectual Property Rights means patents of any type, design rights, utility models or other similar invention rights, copyrights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
Local Consumer Price Index means, unless defined by any law applicable to Client, the Consumer Price Index calculated and issued by the national statistics authority of Client's place of incorporation, as officially stated thirty (30) days prior to the anniversary of the relevant Order Form.
Master Agreement means the General Terms together with the Specific Terms.
Order Form means the written order form or other ordering documentation entered into by beqom and Client containing the pricing, the Initial Period as well as specific terms and conditions, if any, applicable to the Cloud Services or Professional Services.
Outputs means output created or generated by the Cloud Services for Client, whether in the form of application logs, tables, reports or any other format, that is based on, or derived from or otherwise uses any Client Materials obtained by Client or its Users through the use of the Cloud Services
Party or Parties means Client and/or beqom, as required by the context.
Payee means mean one (1) individual or legal entity (employee, distributor, agent) having one (1) Scope managed by the Cloud Services. An individual or legal entity with one (1) Scope corresponds to one (1) Payee. An individual or legal entity with N Scopes corresponds to N Payees.
Personal Data means any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.
Platform means the cloud storage and processing infrastructure provided by beqom that is made available to, and accessed by, Client via an Internet site operated by beqom to provide access to the Cloud Services.
Pre-Existing Intellectual Property means any invention, discovery or other intangible asset (whether or not patentable or copyrightable) and all related Intellectual Property Rights, whether or not embedded in a Cloud Material, Client Material or Deliverable; in each case that has been owned, controlled or in-licensed by a Party prior to the date of the applicable Order Form, or developed by a Party independently of any Order Form without reference to or reliance upon any of the Confidential Information disclosed by the other Party.
Professional Services means implementation, configuration, and deployment services, as well as any functional maintenance, configuration support, advisory assistance and training related to or resulting from those services. The term Professional Services does not include Cloud Services.
Professional Services Terms means the Specific Terms applicable to the performance of Professional Services.
Receiving Party means the Party receiving Confidential Information.
Renewal Period shall have the meaning ascribed thereto in Sections 19 (Subscription Term and Termination) and 24 (Professional Services Term and Termination).
Scope means each of the following nine fields of use comprising the Cloud Services among the following: (i) Salary Review, (ii) Bonus Management, (iii) Long Term Incentive, (iv) Sales Incentive Management, (v) Benefits Data Management, (vi) Continuous Performance Management, (vii) Promotion, (viii) Pay Equity, (ix) Pay Predictor and (x) beqom analytics engine.
Service Level Agreement means the terms and conditions applicable to the provision of Support Services described in the Service Level Agreement stated in the relevant Order Form for Cloud Services.
Service Analyses means i) the compilation of statistical and other information related to the performance, use and/or operation of the Cloud Services, and ii) the use of such information in aggregated form for statistical and security management purposes.
Software means the online software applications provided by beqom as part of the Cloud Services.
Solution means the compensation and performance management solution developed by beqom and made available to Client through the Platform.
Specific Terms means the applicable terms and conditions incorporated into the General Terms, namely the Cloud Services Terms and Professional Services Terms.
Specifications means the detailed description of the scope of the business and/or functional requirements for the Deliverables, as the same may be revised from time to time by agreement between the Parties.
Statement of Work means a document provided by beqom describing the Professional Services to be provided to Client.
Subcontractor means a third party to whom beqom delegates one or more of its obligations under the Agreement.
Subscription Term means collectively, the Initial Subscription Period and any subsequent Renewal Period.
Support Services means support and maintenance services related to the Platform and the Solution provided by beqom pursuant to the Service Level Agreement.
Taxes means any form of taxation, levy, duty, customs fee, charge, contribution or impost of any nature whatsoever and imposed by any authority (including without limitation any fine, penalty, surcharge or interest), excluding, however, any taxes based solely on the net income of beqom.
User means any employee, agent, or individual contractor who is authorised by Client or its Affiliates to use the Cloud Services.
Warranty Period means the period set out in the relevant Specific Terms.