1. Scope of Services. These Software Intensive Systems Terms and Conditions and their associated Specific Jurisdictional Terms (together the "Terms") shall apply to all offers, proposals, scope of work documents, order acknowledgments, quotations and electronic order forms (each, a "Quotation”, and, together with the Terms, hereinafter the “Agreement”) issued by the UL Solutions company named in the Quotation ("UL Solutions Contracting Party" or "we" or "us") to the client company named in the Quotation ("Client") and apply to advisory services, public or private training services, and custom software development and/or other similar professional services related to Software Intensive Systems ("Services"). These Terms do not apply to the licensing of commercial software or software as a service by UL Solutions Contracting Party, which shall be licensed or sold separately.
2. Pricing and Payment Terms. Each Quotation will set out fees payable, expense reimbursement terms, and applicable payment terms for the Services. Unless otherwise set forth in a Quotation:
2.1 For Services purchased via the Software Intensive Systems Website (the “Site”), payments will be processed by a third-party payment processing company. By providing a payment method, Client agrees that (i) it is authorized to use the payment method it provides, (ii) the payment information provided is true and accurate, (iii) the payment processor may retain the payment information and method that Client and the issuer of Client’s payment method or the applicable payment network submit to UL Solutions Contracting Party and (iv) the payment processor is authorized to charge Client for the Services, including any applicable Taxes, using the payment method that Client presents. Client waives, and UL Solutions Contracting Party hereby disclaims, all liability related to payment processing, including the payment processor’s handling and storage of Client’s payment information.
2.2 If Client does not pay via the Site, then Client will pay UL Solutions Contracting Party promptly upon receipt of the applicable invoice for Services in the currency identified in the Quotation.
2.3 The fees are exclusive of any transaction-related tax that may apply to such Services. Client is responsible for all taxes, duties or imposts which may be levied by a governmental body (“Taxes”) other than taxes measured by UL Solutions’ net income related to such Quotation. UL Solutions may add such Taxes to invoices and collect them from Client. Client may not deduct any wire or transfer fees or other offsets.
2.4 All amounts not paid by Client to UL Solutions Contracting Party when due will accrue interest at the lower of one (1%) per month or the highest rate permissible by law until the unpaid amounts are paid in full.
2.5 Client will promptly reimburse UL Solutions Contracting Party for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by UL Solutions Contracting Party in connection with collecting any payments (or portion of payments) to UL Solutions Contracting Party that become overdue in violation of the terms of this Agreement. If Client fails to pay such amounts when due, UL Solutions Contracting Party may suspend Services until such invoice is paid.
3. Client Responsibilities and Client Information.
3.1 Client will (i) fulfill any Client responsibilities as specified in the Quotation, (ii) ensure that all assumptions contained in the Quotation are accurate, (iii) provide UL Solutions Contracting Party with reliable, accurate and complete information, as required to perform the Services, (iv) make timely decisions and obtain required management approvals, and (v) manage the selection, use, and application of the Services. UL Solutions Contracting Party will be entitled to rely on all Client Information (defined below), decisions and representations, and approvals made before and during the provision of Services. Nothing in these Terms will require UL Solutions Contracting Party to evaluate, advise on, modify, confirm, or reject such decisions or approvals.
3.2 Client represents and warrants that (i) Client is authorized under applicable laws to provide UL Solutions with any Client Materials (defined below) or personal information that Client makes available, and that Client has obtained any and all necessary consents and licenses and satisfied all other applicable requirements for UL Solutions to use such Client Materials and process such personal information as envisaged under the Agreement, and (ii) all Client Materials are owned or licensed by Client and do not infringe on the copyrights, database rights, trademarks, service marks, certification marks, patents, know how, or other proprietary rights arising or enforceable under applicable law (“IP Rights”) of any third party. UL Solutions Contracting Party will not be liable for any deficiencies in the Services resulting from incomplete or inaccurate Client Information provided to UL Solutions Contracting Party by Client or on Client’s behalf.
4. Intellectual Property Rights.
4.1 Client Materials. Client, its licensors or its own suppliers, will retain and solely own all right, title, and interest in and to IP Rights to all information and data provided to UL Solutions Contracting Party by Client, or on Client’s behalf (“Client Information”), and such other materials provided by Client to UL Solutions Contracting Party in connection with the Services, including Client’s logos, trademarks, trade name, service marks, content, documents, supplier relationships, programs, and designs (collectively with Client Information, "Client Materials"). Client grants to UL Solutions and its Affiliates the non-exclusive right to use, reproduce, distribute, make available, display, process and transmit Client Materials to provide the Services pursuant to and in accordance with this Agreement. Except for the limited rights set forth in this Agreement, UL Solutions has no rights, title, or interest in or to Client Materials.
4.2 UL Solutions Materials. UL Solutions Contracting Party, its licensors or its own suppliers, will retain and solely own all right, title, and interest in and to IP Rights in and to the materials (other than the portion of any such materials comprised of Client Materials) used or created by UL Solutions Contracting Party in the provision of Services, including UL Solutions Contracting Party’s or its Affiliates software, data, methodologies, documentation, drawings, processes, algorithms, specifications, tools, technologies, Marks (as defined in Section 15 below), trade secrets, and know-how embodied in any of the foregoing (collectively, "UL Solutions Materials").
4.3 Project Deliverables. A Quotation may describe a tangible project deliverable to be provided by UL Solutions Contracting Party to Client as part of the Services (“Project Deliverable”). Unless otherwise described in the Quotation, the portion of any Project Deliverable consisting of Client Materials is and shall continue to be Client’s property and owned by Client. To the extent that any UL Solutions Materials are embedded in or incorporated in such Project Deliverable, then upon full payment of the fees associated with the Project Deliverable, UL Solutions Contracting Party hereby grants to Client a perpetual, non-exclusive, fully paid up license to use, reproduce, display, distribute, modify and make derivative works of the UL Solutions Materials embedded or incorporated in such Project Deliverables as necessary for Client to exploit the Project Deliverable for internal business purposes, including, if any, the purpose specified in the applicable Quotation.
4.4 Acceptance. Client shall accept Project Deliverables that conform to the requirements of the applicable Quotation. Client will notify UL Solutions Contracting Party of any non-conformance of the Project Deliverables with such requirements (the “Non-conformance”) within ten (10) business days of delivery. UL Solutions Contracting Party shall have a reasonable period of time, based upon the severity and complexity of the Non-conformance, to correct the Non-conformance. If Client fails to notify UL Solutions Contracting Party of any Non-conformance as set forth above, then the Project Deliverables shall be considered accepted by the Client.
5. Training Services – Additional Service Terms. If UL Solutions Contracting Party provides public or private training services as identified in the Quotation, all materials distributed by UL Solutions Contracting Party to Client and its training participants (“UL Solutions Training Materials”) are UL Solutions Materials. Subject to the terms of this Agreement, UL Solutions Contracting Party grants Client a limited, non-exclusive, non-transferable, non-assignable, revocable license to use the UL Solutions Training Materials for internal business purposes. Client may not copy, modify, or create derivative works based on, distribute to others or transfer the UL Solutions Training Materials without written consent from an authorized UL Solutions Contracting Party representative. Client may not use the UL Solutions Training Materials in any manner that suggests an association or partnership with UL Solutions Contracting Party. Client shall retain all attributions and proprietary notices (including copyright and trademark notices) on such UL Solutions Training Materials. For clarity, UL Solutions Training Materials are licensed under this Section 5 and are not Project Deliverables (defined above). Client is not permitted to, and shall ensure that training participants will not, photograph, videotape or record any portion of the training without UL Solutions Contracting Party’s express written permission.
6. Subcontracting. Client agrees that UL Solutions Contracting Party may subcontract any portion of the Services to third parties or an Affiliate of UL Solutions Contracting Party. Client authorizes UL Solutions Contracting Party to disclose all information to the subcontractor necessary for such performance of the Services by the subcontractor. UL Solutions Contracting Party will be fully responsible for any breach of this Agreement by its subcontractors.
7. Confidentiality.
7.1 The parties acknowledge that for purposes of performing under this Agreement, they may receive or have access to (such party being a “Recipient”) certain information and materials concerning the other party’s or its Affiliates’ (such party being a “Discloser”) business, technology, and/or products (including the Services, Client Materials, and all terms and conditions and pricing set forth in this Agreement) that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”). The Recipient agrees to maintain the Confidential Information of the Discloser in confidence and not to use any such Confidential Information for any purpose other than in furtherance of the Agreement purposes and the activities described herein. Recipient must protect the confidentiality of the Discloser’s Confidential Information using a standard of care at least equal to that which it applies to safeguard its own confidential information, and in no event less than a reasonable standard of care. Recipient may only disclose Confidential Information to the employees, officers, directors, agents, suppliers or contractors of Recipient or its Affiliates who have a reasonable need for access to such Confidential Information and are bound by obligations to protect such Confidential Information that are at least as restrictive as those set forth herein.
7.2 The obligations under Section 7.1 will not apply to any Confidential Information which (i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of Recipient or any third party subject to any use or disclosure restrictions with respect to such Confidential Information; (ii) was known by or lawfully in the possession of Recipient prior to receiving such information from Discloser, without restriction as to use or disclosure; (iii) is rightfully acquired by Recipient from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by Recipient without access to any Confidential Information of Discloser. In addition, the obligations under Section 7.1 will not restrict Recipient from disclosing Discloser’s Confidential Information to the extent required by any law or regulation or compelled by a court or administrative agency of competent jurisdiction; provided that, to the extent permitted by applicable law, Recipient uses reasonable efforts to give Discloser reasonable advance notice of such required disclosure in order to enable Discloser to prevent or limit disclosure.
7.3 Upon expiration or termination of the Agreement, Recipient will promptly delete, or return upon request, all documents and information, however recorded, which contain Discloser’s Confidential Information; provided that Recipient will be permitted to maintain copies in an encrypted archived computer system backup that was made in accordance with its corporate business continuity or disaster recovery procedures.
8. Warranties and Disclaimers.
8.1 UL Solutions Contracting Party warrants that it will provide the Services with reasonable skill and care and in a competent and workmanlike manner. UL Solutions Contracting Party’s sole obligation shall be to correct any non-conformance with this warranty, provided that Client gives UL Solutions Contracting Party written notice within ten (10) business days after the Services are accepted in accordance with the terms of the Agreement. EXCEPT FOR THE FOREGOING, UL SOLUTIONS CONTRACTING PARTY MAKES NO WARRANTY, GUARANTEE OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES.
8.2 The Services are provided independently of any conformity assessment services and issuance of a UL certification is excluded from the delivery of Services hereunder. UL Solutions Contracting Party does not guarantee, warrant or provide any assurance (express or implied) to any party that a positive compliance report will result or that the Services, opinion, or findings will be recognized or accepted by third parties. Client further acknowledges and agrees that:
8.2.1 UL Solutions Contracting Party may use tools from third-party vendors while performing Services, and Client agrees that UL Solutions Contracting Party is not liable for accuracy, completeness, or any flaws the tools may provide in generation of the Services.
8.2.2 Not all errors, flaws, vulnerabilities or weaknesses in the Client's products, software or systems may be discovered or identified by UL Solutions Contracting Party through the Services described herein.
8.2.3 Client is solely responsible for the safety, security, performance, and reliability of any product developed by Client, including any products developed using a Project Deliverable.
8.3 Client acknowledges and agrees that UL Solutions Contracting Party is not a designer, manufacturer, marketer, seller, endorser, guarantor, or insurer of Client’s products or systems of any kind. By providing the Services UL Solutions Contracting Party is not assuming and disclaims any obligations related to the design, manufacture, marketing, or sale of any product(s) or system(s) that Client submits to UL Solutions Contracting Party for Services. Client agrees that:
8.3.1 UL Solutions Contracting Party’s provision of Services is not intended to supplant Client’s examination and testing of such product(s) or system(s).
8.3.2 By UL Solutions Contracting Party’s performance of Services, UL Solutions Contracting Party is not assuming any duty that Client has to examine or test the design of such product(s) or system(s), either before or after manufacture or sale.
8.3.3 UL Solutions Contracting Party is not endorsing or warranting the safety or performance of such product(s) or system(s).
8.3.4 In rendering Services, UL Solutions Contracting Party is not supplying information for Client’s guidance and conduct of Client’s business.
9. Indemnification.
9.1 If UL Solutions Contracting Party performs Services at any Client site or facility, UL Solutions Contracting Party, at its own expense, will defend and hold harmless Client, and its Affiliates and their respective directors, officers, employees, agents and contractors (“Client Indemnitees”), from and against any and all causes of action, proceedings, claims, suits and demands brought by a third party (collectively, “Claims”) and indemnify Client Indemnitees for any and all damages, losses, penalties, judgments, costs, fines, liabilities or expenses of whatever nature, (including reasonable legal fees and expenses) (“Losses”) that Client Indemnitees incur arising out of or in connection with bodily injury or death of any person or damage to real and/or tangible personal property incurred while UL Solutions Contracting Party is performing the Services to the extent caused by the gross negligence or willful acts or omissions of UL Solutions Contracting Party’s personnel or agents in conducting the Services.
9.2 Client, at its own expense, will defend and hold harmless UL Solutions Contracting Party, and its Affiliates and their respective directors, officers, employees, agents and contractors (“UL Solutions Contracting Party Indemnitees”), from and against any and all Claims and indemnify UL Solutions Contracting Party Indemnitees for any and all Losses that UL Solutions Contracting Party Indemnitees incur arising out of or in connection with Client’s products, goods or services that are the subject matter of the Services delivered pursuant to this Agreement, including, marketing or product liability claims derived from the Project Deliverable or otherwise associated with Client’s products, goods, or services that are the subject matter of the Services delivered pursuant to this Agreement.
10. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UL SOLUTIONS CONTRACTING PARTY’S LIABILITY FOR ANY CLAIMS FOR LOSS, DAMAGE, OR EXPENSE OF ANY NATURE AND HOWSOEVER ARISING FOR ANY BREACH OF CONTRACT AND/OR ANY FAILURE TO EXERCISE APPROPRIATE SKILL AND CARE BY UL SOLUTIONS CONTRACTING PARTY WILL UNDER NO CIRCUMSTANCE EXCEED THE FEES RECEIVED FOR THE SPECIFIC SERVICES WHICH GIVE RISE TO SUCH CLAIMS. UNDER NO CIRCUMSTANCE WILL UL SOLUTIONS CONTRACTING PARTY HAVE ANY LIABILITY FOR ANY CLAIMS FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, GOODWILL, USE, DATA, FUTURE BUSINESS, OR PRODUCTION; CANCELLATION OF CONTRACTS ENTERED INTO BY CLIENT; OR OTHER INTANGIBLE LOSSES (EVEN IF UL SOLUTIONS CONTRACTING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). UNDER NO CIRCUMSTANCE WILL UL SOLUTIONS CONTRACTING PARTY BE LIABLE TO CLIENT FOR ANY CLAIMS FOR LOSS, DAMAGE, OR EXPENSE UNLESS SUCH CLAIM IS BROUGHT UNDER SECTION 13 (DISPUTE RESOLUTION) WITHIN TWELVE MONTHS AFTER THE DATE OF THE PERFORMANCE BY UL SOLUTIONS CONTRACTING PARTY OF THE SERVICES WHICH GIVE RISE TO THE CLAIM OR, IN THE EVENT OF ANY ALLEGED NON-PERFORMANCE, WITHIN TWELVE MONTHS OF THE DATE WHEN SUCH SERVICES SHOULD HAVE BEEN COMPLETED.
11. Term and Termination. Except as otherwise specifically provided in the Quotation, and subject to Section 11.5 below, the Agreement will remain in effect until completion of Services, or unless terminated earlier in accordance with the provision of these Terms.
11.1 The Agreement may be terminated by either party upon thirty (30) days prior written notice to the other party.
11.2 The Agreement may be terminated by either party, if the other party is in material breach of any of its obligations hereunder and fails to remedy such breach within thirty (30) days of receipt of a written notice by the other party which specifies the material breach. The filing of a petition in bankruptcy or any similar filing for protection from creditors will be a material breach of the Agreement.
11.3 UL Solutions Contracting Party may terminate the Agreement if Client fails to pay any amount due. UL Solutions Contracting Party may suspend performance of the Services until payment of amounts owed or due without liability or prejudice to its right to terminate hereunder.
11.4 Upon termination of the Agreement, UL Solutions Contracting Party is entitled to reimbursement in full for all Services provided and any other sums due pursuant to the Agreement up to the date of termination, including any other direct costs and expenses incurred by UL Solutions Contracting Party in connection with the termination.
11.5 Cancellation or Postponement of Training Services. If the Quotation includes public or private training services, the Quotation may include additional terms and conditions regarding cancellation or postponement of public or private training services, including fees for cancellation or postponement.
12. Governing Law. The Agreement will be governed and interpreted by the laws of the State of Illinois, without reference to conflict of law principles.
13. Dispute Resolution.
13.1 All disputes, claims, controversies, questions, or differences related to or arising out of this Agreement, a Quotation, or the Services will be finally settled by confidential arbitration (except for the limited court remedies provided below). The arbitration will be administered in Chicago, Illinois by the American Arbitration Association, in accordance with its then-current rules and procedures. The arbitration will be conducted in English before a single arbitrator agreed to by both parties (or if the parties cannot so agree, an arbitrator appointed by the administrator).
13.2 The arbitrator will apply the governing law and does not have authority to modify this Agreement and must apply the choice of law without regard to conflicts of law principles. The arbitrator’s decision will be the binding and final remedy for any dispute between the parties arising out of this Agreement. However, a party may seek from a court of competent jurisdiction: judgment on an arbitration award, provisional remedies in aid of arbitration, or injunctive relief to stop a breach or threatened breach of this Agreement.
13.3 In the event a party rejects a written financial offer to settle a dispute and ultimately does not receive an arbitration award greater than such offer, such party will be responsible for the other party’s reasonable legal fees and expenses incurred after presentation of the offer (and, if applicable, such party shall not be entitled to recovery of its own legal fees or expenses incurred after its rejection of the offer).
14. Specific Jurisdictional Terms. UL Solutions Contracting Party’s provision of certain Services is subject to Specific Jurisdictional Terms. Please review those terms carefully, as they modify important aspects of these Software Intensive Systems Terms and Conditions.
15. Publicity. Except as expressly authorized by UL Solutions Contracting Party in writing, Client will not use the name, abbreviation, symbols, trademarks, or service marks, trade names, logos, domain names, or corporate identifiers of UL Solutions and its Affiliates (collectively the "Marks").
16. Non-Solicitation. For the duration of the engagement and for a period of twelve (12) months after the Services are completed, Client will not actively solicit the employment of UL Solutions Contracting Party’s personnel involved directly with providing the Services to Client.
17. Force Majeure. Neither party will be liable for any delay in performing or for failure to perform its obligations (excluding any payment obligations) under this Agreement resulting from any cause beyond its reasonable control which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, which could not have been avoided or prevented by reasonable foresight or planning, including acts of God, riots, fires, epidemics, civil unrest, acts of war, acts of terrorism, or failure of energy sources (“Force Majeure”). The party claiming benefit of this provision must promptly notify to the other party of the Force Majeure and use reasonable efforts to resume performance under this Agreement as soon as feasible. Performance times will be considered extended for a period of time equivalent to the time lost because of the Force Majeure. If the delays caused by the Force Majeure conditions are not cured within thirty (30) days of the Force Majeure event, then either party may immediately terminate this Agreement.
18. Export Restrictions. Client is advised that the Service (including Project Deliverables) may be subject to access and export controls under United States laws and regulations, including the U.S. Export Administration Regulations, and diversion contrary to U.S. law and regulation is prohibited. Client agrees to not directly or indirectly access, export, import or transmit the Service from or to any country, end user or for any end use that is prohibited by any applicable U.S. regulation or statute (including those countries embargoed from time to time by the U.S. government or the United Nations). Additionally, Client agrees not to directly or indirectly access, export, import, transmit or use the Service contrary to the laws or regulations of any other governmental entity that has jurisdiction over such access, export, import, transmission, or use. Client represents and agrees that neither the United States Bureau of Industry and Export Administration nor any other governmental agency has issued sanctions against Client or otherwise suspended, revoked, or denied Client’s export privileges.
19. Miscellaneous.
19.1 Relationship of Parties. UL Solutions Contracting Party is an independent contractor and is not an employee, partner, joint author, or joint venturer of Client or its Affiliates. The rights and remedies under this Agreement may not be enforced by anyone other than the parties hereto.
19.2 Assignment. Client may not assign or transfer any rights or obligations under this Agreement (by operation of law or otherwise) to any other person without UL Solutions Contracting Party’s written consent. UL Solutions Contracting Party may, by providing written notice to Client, assign all of its rights and obligations under this Agreement to (i) an Affiliate, (ii) a purchaser of all or substantially all of its stock or assets, or (iii) a third party participating in a merger or other corporate reorganization in which the assigning party is a constituent corporation. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. As used in this Agreement, “Affiliate” means:
19.2.1 For purposes of UL Solutions, UL Solutions Inc., and any entity which, directly or indirectly, is owned or is controlled by or is under common ownership or control with UL Solutions Inc.
19.2.2 For purposes of Client, an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with such Client; where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than fifty percent (50%) of the voting equity securities or other equivalent voting interests of the entity.
19.3 No Waiver. The failure of a party to enforce any right or claim under, or provision of, this Agreement shall not be deemed to be a waiver of such right, claim, or provision. All waivers must be made in writing and signed by the waiving party and any such waiver on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion.
19.4 Amendments. This Agreement may not be modified except by a writing signed by authorized representatives of both parties.
19.5 Severability. If any provision of the Agreement is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of all obligations arising under such provision. If the remainder of the Terms or Quotation is not affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law.
19.6 Entire Terms. The Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding the Services provided under this Agreement, and supersedes any and all prior or contemporaneous agreements, communications, or understandings, written or oral, relating to its subject matter. Under no circumstances will any preprinted, additional, or different terms and conditions on Client’s requests for quotation, purchase orders, invoices, sales or marketing materials, emails, any acceptance communications, or other business documents apply to any Services or Quotation or bind UL Solutions Contracting Party in any manner. Modifications that have not been made by UL Solutions Contracting Party or that have not been accepted by us in a written or emailed confirmation from us are not accepted by UL Solutions Contracting Party, and commencement of performance will not signify acceptance by UL Solutions Contracting Party of any such modifications. Any such modifications are excluded from the agreement, and such modifications will not be a binding agreement on UL Solutions Contracting Party.
19.7 Electronic Signature. Client agrees to the use of electronic documents and records in connection with the Services and all future documents and records related to the Services, including without limitation, this electronic signature and disclosure notice. Client also agrees that this use satisfies any requirement that we provide these documents and their content in writing. To receive or access electronic documents and records, you must have: (i) a device that is capable of accessing the Internet, (ii) an Internet browser that supports UL Solutions Contracting Party’s required encryption and (iii) software that permits you to receive and access Portable Document Format (“PDF”) files and email. To retain documents and records, your device must have the ability to download and store PDF files.
19.8 Survival. Upon termination or expiration of the Agreement, the following provisions shall remain in full force and effect: Sections 2 (Pricing and Payment Terms), 4 (Intellectual Property Rights), 7 (Confidentiality), 8 (Warranties and Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 11 (Term and Termination), 12 (Governing Law), 13 (Dispute Resolution), 14 (Specific Jurisdictional Terms), 15 (Publicity), 16 (Non-Solicitation), 18 (Export Restrictions), and 19 (Miscellaneous).
19.9 Notices. Any notice to Client must be made by hand delivery, courier service, mail, electronic mail, or facsimile at Client’s principal place of business. Any notice to UL Solutions Contracting Party must be made by hand delivery, courier service, electronic mail, or U.S. mail c/o UL LLC, Attention: General Counsel, 333 Pfingsten Road, Northbrook, Illinois, 60062, U.S.A. Notices will be effective upon receipt. Client shall also provide a courtesy copy by email to [email protected].
Version: 08/2024
SPECIFIC JURISDICTIONAL TERMS: SOFTWARE INTENSIVE SYSTEMS
These Specific Jurisdictional Terms modify the Software Intensive Systems General Terms and Conditions (“General Terms”) as to the following jurisdictions:
1. China.
The following terms apply where (i) the Services are provided by UL Standard and Technology Services Company Limited (or another UL Solutions Contracting Party with its principal place of business in the People’s Republic of China) and (ii) Client has its principal place of business in the People’s Republic of China:
A. Section 12 of the General Terms is replaced with the following:
Governing Law. The Agreement will be governed and interpreted by the laws of the People’s Republic of China, without reference to conflict of law principles.
B. Section 13.1 of the General Terms is replaced with the following:
All disputes, claims, controversies, questions, or differences related to or arising out of this Agreement, a Quotation, or the Services will be finally settled by confidential arbitration (except for the limited court remedies provided below). The arbitration will be administered in Beijing by the China International Economic and Trade Arbitration Commission, in accordance with its then-current rules and procedures. The arbitration will be conducted in English before a single arbitrator agreed to by both parties (or if the parties cannot so agree, an arbitrator appointed by the administrator).
The following terms apply where (i) the Services are provided by UL Standard and Technology Services Company Limited (or another UL Solutions Contracting Party with its principal place of business in the People’s Republic of China) and (ii) Client does not have its principal place of business in the People’s Republic of China:
A. Section 12 of the General Terms is replaced with the following:
Governing Law. The Agreement will be governed and interpreted by the laws of the Republic of Singapore, without reference to conflict of law principles.
B. Section 13.1 of the General Terms is replaced with the following:
All disputes, claims, controversies, questions, or differences related to or arising out of this Agreement, a Quotation, or the Services will be finally settled by confidential arbitration (except for the limited court remedies provided below). The arbitration will be administered in Singapore by the Singapore International Arbitration Centre, in accordance with its then-current rules and procedures. The arbitration will be conducted in English before a single arbitrator agreed to by both parties (or if the parties cannot so agree, an arbitrator appointed by the administrator).
2. Germany. The following terms apply where the Services are provided by Kugler Maag Cie GmbH or UL Method Park GmbH (or another UL Solutions Contracting Party with its principal place of business in Germany):
A. Section 10 of the General Terms is replaced with the following:
10. Limitation of Liability.
10.1 UL Solutions Contracting Party shall be liable for damages in accordance with statutory law in cases of:
i. Intent.
ii. Gross negligence.
10.2 UL Solutions Contracting Party’s liability for damages caused by slight negligence [leichte Fahrlässigkeit] is limited to damages resulting from the violation of:
i. Material obligations the breach of which endangers the achievement of the purpose of this Agreement with Client.
ii. The violation of obligations the fulfillment of which is an essential prerequisite for the proper performance of this Agreement and on the observance of which Client may rely and regularly relies upon.
In these cases, UL Solutions Contracting Party’s liability for slight negligence shall be limited to the foreseeable damage typical for respective types of contracts. Subject to section 10.4, any further liability of UL Solutions Contracting Party in cases of slight negligence shall be excluded.
10.3 In the cases of section 10.2:
i. UL Solutions Contracting Party’s liability in the aggregate shall be further limited to the fees paid to UL Solutions under the applicable Agreement in the twelve (12) months preceding the claim.
ii. UL Solutions Contracting Party shall not be liable for loss of profits.
10.4 The above provisions on limitation of liability shall apply to all claims for damages, irrespective of their legal ground, except for claims for damages in case of:
i. Damages to life, body, or health.
ii. Fraudulently concealed defects.
iii. The assumption of a guarantee (in this respect UL Solutions Contracting Party shall be liable to the extent of the guarantee assumed).
iv. Any violation of the German Product Liability Act [Produkthaftungsgesetz] or other mandatory statutory law.
10.5 The above limitations of liability shall apply also to any claims for damages against UL Solutions Contracting Party’s legal representatives/representative bodies [gesetzliche Vertreter/Organe], executive employees [leitende Angestellte], employees, representatives [Vertreter] or agents [Erfüllungsgehilfen]
B. Section 12 of the General Terms is replaced with the following:
Governing Law. This Agreement is governed by the laws of the Federal Republic of Germany under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and without reference to choice of law principles.
C. Section 13.1 of the General Terms is replaced with the following:
All disputes, claims, controversies, questions, or differences related to or arising out of this Agreement, a Quotation, or the Services will be finally settled by confidential arbitration (except for the limited court remedies provided below). The arbitration will be administered in Zurich, Switzerland by the International Chamber of Commerce, in accordance with its then-current rules and procedures. The arbitration will be conducted in English before a single arbitrator agreed to by both parties (or if the parties cannot so agree, an arbitrator appointed by the administrator).