Terms and Legal

Cloud Services Agreement – this framework agreement provides terms and conditions under which cloud services and professional services are purchased and delivered.

Cloud Services Agreement

Software & Cloud Services Terms – this document contains definitions of our application bundles, licensing and subscription metrics, and certain product-specific and cloud services terms.

Software & Cloud Services Terms

Cloud Program Documents – these documents provide specific service descriptions governing the delivery of cloud services.

Manufacturing Operations and Supply Chain Cloud Program Document

Connected Workforce Cloud Program Document

Standard Contractual Clauses and International Data Transfer Addendum – the Standard Contractual Clauses (“SCC") adopted by the European Commission on 4 June 2021 and the International Data Transfer Addendum (“IDTA") adopted by the Information Commissioner’s Office in the United Kingdom on 21 March 2022. More information can be found at EU Standard Contractual Clauses and the ICO website, respectively. These documents are relevant in situations where personal data is exported from the European Union or the United Kingdom, as the case may be, to a country that does not have an adequate level of protection for personal data under applicable EU/UK regulations. If such a situation exists, the SCC and, if data is exported from the United Kingdom, the IDTA, are incorporated by reference into the Cloud Services Agreement under operation of the "Personal Data" article and form an integral part of the Cloud Services Agreement.

SCC Controller to Processor Document

International Data Transfer Addendum

Subprocessor Overview – a list of the parties processing personal data used in the provision of the cloud services, within the meaning of "subprocessors" under the General Data Protection Regulation.

Subprocessor Overview

Connected Workforce Professional Services Schedule – this document provides terms applicable to the delivery of Connected Workforce professional services.

Connected Workforce Professional Services Schedule

Trust Center – please see the QAD Trust Center for information regarding QAD's security and privacy practices and compliance certifications maintained by QAD.

READ THE FOLLOWING TERM AND CONDITIONS CAREFULLY BEFORE USING THIS SITE. BY USING OR ACCESSING THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE ("AGREEMENT"), AND THAT YOU ACCEPT AND WILL BE BOUND BY THE AGREEMENT.

1. Definitions
   1. The following terms, when used in this Agreement, shall have the following meanings.
   2. "Content" shall mean all information, data, or other material, in any form or media, contained in, obtained from, or relating to the Site, including all results obtained from the Site."Site" shall mean any QAD internet site, page (and all sub-pages), uniform resource locator ("URL"), domain location, and all information and Content thereon.
2. TRADEMARK NOTICE
   1. Marks used on this Site, including "QAD", the QAD logo, "MFG/PRO," and "MFGx", are owned by QAD. Unless otherwise noted on the Site, all other trademarks, service marks, and logos used in this Site are the trademarks, service marks or logos of their respective owners.
3. LICENSE GRANT & OWNERSHIP BY QAD
   1. License. Subject to the terms and conditions of this Agreement, and until termination of the Agreement, QAD grants you a non-exclusive, non-transferable, limited license to view or print the Content in this Site without alterations, for personal, non-commercial use only. This limited license does not apply to any media or platform other than that of the current Site.
   2. Ownership. All Content on the Site is (and shall continue to be) owned exclusively by QAD or others, and is protected under applicable copyrights, patents, trademarks, trade dress, and/or other proprietary rights, and the copying, redistribution, use or publication by you of any such Content or any part of the Site is prohibited. Under no circumstances will you acquire any ownership rights or other interest in any Content by or through your use of the Site.
4. RESTRICTIONS ON USE
   1. Concerning your usage of this Site or any Content, you agree not to knowingly: (i) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Site; (ii) post or transmit to the Site any unlawful, fraudulent, harassing, libelous, or obscene information of any kind; (iii) post or send to the Site any information that contains a computer virus, bug, or other harmful item; (iv) publish, perform, distribute, prepare derivative works, copy, reverse engineer, or use the Content (other than as expressly permitted herein); (v) post or transmit into or on the Site any information in violation of another party's copyright or intellectual property rights; (vi) take any action which imposes an unreasonable or disproportionately large burden on QAD's infrastructure or resources; (vii) redeliver any of the Content using "framing", hyperlinks, or other technology without the express written permission of QAD; or, (viii) use any device or technology to provide repeated automated attempts to access password-protected portions of the Site.
   2. You acknowledge that QAD has the right, but no obligation, to monitor the Site and to disclose any information necessary to operate the Site, to protect QAD, and the customers of QAD, and to comply with legal obligations or governmental requests. QAD reserves the right to refuse to post or to remove any information on the Site, in whole or in part, for any reason.
   3. In order for you and your suppliers to obtain real-time visibility into your inventory to provide supply chain event management functionality by using the MFGx.net Site, you must subscribe to the MFGx service and agree to the terms of the separate QAD MFGx license agreement located elsewhere on the MFGx.net Site. Once you subscribe to the use of such service, your use of the Site shall be governed by the terms of the MFGx.net license agreement.
   4. You represent and warrant that by using the Site, you have read and agree to this Agreement and have the legal capacity to agree to the terms of this Agreement.
5. YOUR SITE ACTIVITIES
   1. If you are allowed access to password-protected areas of the Site, you agree to keep your password confidential, and to send notice to QAD within 24 hours if your password is compromised. You acknowledge that QAD neither endorses nor is affiliated with any linked site and is not responsible for any information that appears on the linked site. You acknowledge that (i) the internet is a network of computers worldwide, and that any information submitted by you to QAD necessarily is routed via third party computers to QAD, (ii) QAD is not responsible for lapses in online security and does not assume liability for improper use of your information by a third party.
6. SUBMISSIONS OF INFORMATION BY YOU
   1. If you submit information to the Site, you grant QAD a nonexclusive, worldwide, royalty-free license to (in any media now known or not currently known or invented) link to, utilize, use, copy, exploit, and prepare derivative works of the submitted information. No Information you submit shall be deemed confidential. However, QAD agrees to use your information in accordance with the privacy policy of QAD applicable to personally identifiable user data. YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY INFORMATION YOU SUBMIT TO QAD.
7. APPLICABILITY & COOPERATION
   1. QAD reserves the right to limit the provision of any product or service to any person, geographic area or jurisdiction as it so desires, or as required by law. QAD in its sole discretion may add, delete or change the Content at any time, without notice to you.
8. LIMITED WARRANTY AND DISCLAIMER
   1. DISCLAIMER OF WARRANTY. QAD AND ALL CONTENT PROVIDERS MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT HEREON. THIS SITE, AND ACCESS TO ANY LINKED-SITE, IS PROVIDED TO YOU BY ALL CONTENT PROVIDERS "AS IS" AND "AS AVAILABLE", WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. YOU HEREBY DISCLAIM ALL WARRANTIES BY QAD RELATING TO YOUR USAGE OF THE SITE. YOU ACKNOWLEDGE THAT YOUR ACCESS TO THE SITE WILL NOT BE FREE OF INTERRUPTIONS, THAT THE INFORMATION HEREIN MAY CONTAIN BUGS, ERRORS, TECHNICAL INACCURACIES, PROBLEMS OR OTHER LIMITATIONS, AND THAT THE SITE MAY BE UNAVAILABLE FROM TIME TO TIME. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USAGE OF THE SITE AND SITE-RELATED SERVICES.
   2. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL ANY OF THE CONTENT PROVIDERS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE. You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.
9. CONTACTING QAD.
   1. Should you desire to contact QAD, you may do so at: QAD Inc., 100 Innovation Place, Santa Barbara, CA 93108 Phone: (+1) (805)-566-6000.
10. MISCELLANEOUS
    1. Equitable Relief. You acknowledge that any breach by you of the provisions of the Agreement will cause irreparable damage to QAD or others and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, QAD and others will be entitled to injunctive relief for any breach of this Agreement.
    2. Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
    3. Entire Agreement. This Agreement constitutes the entire agreement between you and QAD pertaining to the subject matter hereof. You agree to review this Agreement prior to any usage of the Site, and each usage of the Site by you shall constitute and be deemed your unconditional acceptance of this Agreement. This Agreement may be prospectively modified by QAD at any time without notice, by posting a revised Agreement on the Site.
    4. Termination. This Agreement may be terminated by either party, in its sole and absolute discretion, at any time and for any reason (with or without cause), with or without notice. If the Agreement is terminated, you agree to cease all access and usage of the Site and, upon request by QAD, to return all information in your possession relating to the Site, and all copies thereof.
    5. Survival of Certain Provisions. Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, their successors and permitted assignees.
    6. Waiver. No delay or omission to exercise any right or remedy accruing to QAD upon any breach or default by you shall constitute a waiver by QAD of any breach or default.
    7. Conflicts. If this Agreement conflicts with a provision of any other contract between you and QAD relating to the Site, the provision in such other Agreement shall govern.
11. Compliance with Laws. You shall be responsible for complying with all applicable governmental regulations of the United States (including US export laws) and any foreign country (where applicable) with respect to the use of the Site. The Site is not to be used in any government and/or defense related activity unless approved under U.S. Export Law and Regulation. You shall defend, indemnify and hold QAD harmless from and against any and all liabilities arising out of the non-compliance with applicable governmental regulations.
12. This Agreement shall be subject to, and construed in conformity with, the laws of the State of California, United States of America. The parties hereby submit to the jurisdiction of the courts in the State of California, USA. Neither party shall bring a legal action against the other more than two (2) years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.

This Privacy Policy sets forth the standards QAD is committed to comply with when personal data are processed by QAD. “Personal Data” or "Personally Identifiable Information" is information about you, such as name, address, e-mail address, user ID, mailing address, and so on.

If you are interested in further information on QAD's privacy and security practices, we encourage you to visit the Trust Center.

Personal Data Processing

QAD may process personal data for various purposes and in various contexts. QAD processes personal data when:

• you visit our website qad.com or other QAD websites.
• we provide services, such as cloud, support or consultancy services, to our customers.
• we interact with our partners.
• we maintain contacts with our customers or prospects.
• we market our products or services to our customers or prospects.
• we perform corporate functions, such as HR, Finance and IT functions.

QAD will only collect as much personal data as needed for specific, identified purposes, and we won’t use it for other purposes without obtaining your consent.

As a global company, QAD operates in a number of countries around the world. As such, the information may be used, stored, or processed outside the country where it was recorded. If we transfer your personal information to another country, we’ll take appropriate (legal) measures to protect your privacy and the personal data we transfer.

QAD Websites

QAD does not collect personal data — including your e-mail address — unless we first ask you for it. On some of our sites, we may request that you voluntarily supply us with information, including your email address, street address, telephone number or other information so that we may enhance your site visit or follow up with you after your visit. Whether you provide any information is entirely up to you. If you have voluntarily provided information, you have consented to the collection and use of your personally identifiable information as described in this Privacy Policy. In some circumstances, QAD may share information you voluntarily provide to us with authorized business partners (e.g. in case of an inquiry about the provision of professional services).

QAD makes available communication and collaboration tools to users of the QAD websites; if you decide to use such tools, you acknowledge and agree that other users of the QAD website may have access to your personally identifiable information (e.g. because it has been added to an address book or displayed on a forum). We do not sell or rent personally identifiable information collected through our website(s) to anyone. Any personally identifiable information available on a QAD website shall not be used for any purposes other than the purpose for which it is made available on the website.

During the period you are browsing our site, we log IP addresses, browser and platform types, domain names, access times, referral addresses, and your activity while using or reviewing our site. Some QAD sites may use "cookies" to facilitate certain functionality or to collect information about how our sites are used. It may not be possible to utilize QAD services which require registration if you reject cookies. Advertising networks that serve ads onto our web site may also use their own cookies. We have no access or control over these cookies.

QAD sites may contain links to other sites, including those of our authorized business partners. While we seek to link only to sites that share our high standards and respect for privacy, we are not responsible for the privacy practices employed by other sites.

QAD Services

QAD provides professional services (consultancy and support) and cloud services. QAD processes personal data in the context of such services solely for the benefit of its customers, for instance, to provide advice or to address a support issue. QAD will not use personal data obtained from customers in the context of the provision of services for any other purpose.

When QAD acts in the capacity of a processor providing services for the benefit of a customer, the terms that apply to such processing are documented in the agreement(s) underlying the provision of such services, for instance, the QAD Cloud Services Agreement. QAD has based its agreements on the requirements imposed by the General Data Protection Regulation (Regulation (EU) 2016/679) and other applicable privacy legislation. The same standards are applied globally. Some additional background is provided in the Privacy Whitepaper.

When using QAD cloud services, customers will input data into the QAD systems. QAD may process such data for the purposes of providing the services, including the prevention or resolution of technical problems, responding to support issues, responding to customer’s instructions or as may be required by law, all in accordance with the terms of the agreement(s) between QAD and you. 

QAD processes data obtained from its customers in the context of the provision of services under the direction of its customers, and has no direct control or ownership of the personal data it processes. Customers are responsible for complying with any regulations or laws that require providing notice, disclosure and/or obtaining consent prior to transferring the data to QAD for processing purposes. 

QAD works with authorized business partners and third-party suppliers to provide optimal services to its customers. It is possible that partners or suppliers process personal data (e.g. the partners QAD uses for hosting its cloud services). QAD will only share personal data with partners or suppliers if and when required for the performance of services and under the condition that partners and suppliers shall only use the personal data to perform services for the benefit of the customer and shall comply with the terms of the agreement between QAD and customer and with all applicable laws and regulations.

QAD Apps

QAD may make apps available to allow for easy access of (part of) the functionalities of QAD Websites or QAD Services. QAD apps store contact information in a user profile and have a unique user identifier (UUID) that can be used to track sessions. As QAD Apps are used as an extension of the QAD Websites and/or the QAD Services, the statements made under the respective headings for QAD Websites and QAD Services apply equally.

QAD Contacts with Customers, Prospects

QAD regularly reaches out to its customers and prospects, directly or indirectly, to maintain existing contacts, establish new contacts or to be able to perform regularly occurring functions, such as working with customers to understand their requirements, invoicing of services, etc. QAD may share personal data with its authorized business partners to facilitate such contacts.

QAD Marketing

QAD markets its products and services to customers and prospects. In marketing its products and services, QAD may process personal data obtained through its websites (see above) or through other channels. QAD may share personal data with its authorized business partners in the context of marketing.

QAD Corporate Functions

As any company, QAD has various departments tasked with performing various corporate functions, such as HR, Finance, Legal and IT departments. QAD may process personal data regarding its employees, contractors, suppliers or customers to be able to perform these functions and only to the extent required to perform these functions. Personal data may be processed to determine whether the various QAD corporate policies (e.g. policies regarding use of the QAD IT environment, the morals and ethics policies, the anti-bribery policy, etc.) are being complied with. QAD may use external parties to support its corporate functions.

Special Cases

QAD may also disclose personal data in special cases when we have a good faith belief that such action is necessary to: (a) conform to legal requirements or comply with legal processes (e.g. in response of lawful requests by public authorities); (b) protect and defend our rights or property; (c) enforce the Website Terms and Conditions of Use; or (d) act to protect the vital interests of our users or others.

Security

QAD uses reasonable commercial efforts to protect your personal data. This includes, among other things, using industry standard techniques such as firewalls, encryption, intrusion detection and site monitoring. Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure. As a result, while we strive to protect your personally identifiable information, we cannot ensure or warrant the security of any information you transmit to us or receive from us. This is especially true for information you transmit to us via email. We have no way of protecting that information until it reaches us. Once we receive your transmission, we make our best effort to ensure its security on our servers. Internally, we will restrict access to your personally identifiable information to employees and authorized business partners who need access to the information in order to do their jobs. These employees and authorized business partners are limited in number, and are committed to our privacy policies and bound by confidentiality agreements. We will review our security arrangements from time to time as we deem appropriate. If we make changes to this Privacy Policy, we will post the changes on this page so that you always will know what information we collect, how we use it, and when and how we will disclose it. Security measures in place for cloud services customers are documented in the Cloud Program Document and the Security Whitepaper.

Data Retention and Data Accuracy

QAD will keep your personal data only as long as needed for the purposes for which it was collected, or as permitted by law. QAD will take appropriate steps to make sure the personal data in our records is accurate. Data provided by customers in the context of the provision of cloud services (e.g. data entered into a cloud production database), will be deleted after termination of the services.

Onward Transfer

QAD may transfer data to third parties, such as business partners (e.g. a QAD reseller or support partner) or organizations QAD has engaged to assist QAD in performing one or more tasks for the benefit of QAD or its customers. In case of onward transfer to a sub-processor, such as a support partner, QAD remains responsible for the treatment of the personal data after the transfer.

Access to Personal Data

If you wish to access, correct or delete your personal data or if you wish to obtain information on and/or restrict the use of your personal data, please direct any requests to [email protected]. Please note that an individual who seeks access to or wishes to correct or delete personal data processed in a QAD cloud environment, or to data QAD processes for the benefit of a customer in the context of the provision of services, should direct his or her query to the QAD customer responsible for the personal data (i.e. to the data controller). If such a query is sent to QAD directly, QAD will forward it to the customer.

Incident Management and Data Breach Notification

QAD promptly evaluates and responds to incidents that create suspicion of or indicate unauthorized access to or handling of personal data.

If QAD becomes aware and determines that an incident involving personal data qualifies as a breach of security leading to the misappropriation or accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data processed by QAD, QAD will promptly report such breach to you.

Data Privacy Framework

QAD complies with the EU-U.S. Data Privacy Framework Program (DPF) principles, including the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Principles as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union, the United Kingdom and/or Switzerland to the United States in reliance on the EU-U.S. DPF and/or the UK Extension to the EU-U.S. DPF and/or the Swiss-U.S. DPF. QAD has certified to the Department of Commerce that it adheres to the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF principles with respect to such information. If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF and/or the UK Extension to the EU-U.S. DPF and/or the Swiss-U.S. DPF principles, the applicable principles shall govern. To learn more about the DPF program, and to view our certification, please visit https://www.dataprivacyframework.gov/.

Covered Entities

The following QAD group companies have been enrolled as “covered entities” under the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF: Advanced E Media, Inc., Foreign-Trade Zone Corporation, FTZC Operations, LLC., QAD Inc., and Verifract, LLC.

Complaints, Conflicts and Dispute Resolutions

QAD is committed to resolving any conflicts or disputes that may arise in relation to QAD’s Privacy Policy. If you have a compliant, please contact QAD at: [email protected]

In compliance with the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF, QAD commits to cooperate and comply, respectively, with the advice of the panel established by the EU data protection authorities (DPAs) and the UK Information Commissioner’s Office (ICO) and the Swiss Federal Data Protection and Information Commissioner (FDPIC) with regard to unresolved complaints concerning our handling of personal data received in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF. Additionally, QAD acknowledges that it is subject to the investigatory and enforcement powers of the Federal Trade Commission (FTC). For issues that may arise outside of the European Union, parties shall agree on an appropriate means of dispute resolution, or, failing such agreement, the dispute shall be brought before a competent court.

Please note that if the aforementioned complaints, conflicts and dispute resolutions procedures have not resolved the matter, and if there is a so-called “residual claim”, an individual may, under certain conditions, invoke binding arbitration for complaints regarding DPF compliance. More information can be found here.

• QAD Partner & Supplier Code of Conduct

• QAD Distributor Licensing Provisions

QAD Inc. Purchase Order Terms & Conditions    

Article 1 Entire Agreement.  This order, including any attachments, shall be the entire agreement between Buyer and Seller. Acknowledgment of this order, shipment of any goods or rendering of any services pursuant to this order shall be deemed an acceptance of these terms and conditions. No modification of this order shall be binding unless agreed to in writing and specifically labeled as a modification. These terms and conditions supersede any submitted by Seller in any proposal, acknowledgment, invoices, or any other communication from Seller unless specifically agreed to by Buyer in writing.

Article 2 Terms of Payment; Coupa Requirement.  Unless noted otherwise on the face of this order, payment for goods delivered or services performed shall be paid within forty-five (45) days after the goods are delivered or services are completed, in each case to Buyer’s satisfaction. All Purchase Order (PO) and invoice processing shall be conducted through Buyer’s designated procure-to-pay system, currently Coupa. Seller shall submit invoices and acknowledge POs exclusively via the Coupa Supplier Portal.  Seller shall register with the Coupa Supplier Portal and maintain an active account as a condition for receiving POs and processing payments. Failure to register and use Coupa may result in delays or non-payment of invoices.  Invoices submitted outside of Coupa (e.g., via email or paper) may be rejected or result in delayed payment.  Seller shall bear any costs associated with its own system integration or internal changes required to interface with Coupa. Buyer shall not be responsible for any costs incurred by Seller in complying with this requirement.

Article 3 Changes.  Buyer reserves the right at any time to change this order. No changes to this order shall be made unless Buyer issues a written change order. Within ten (10) days of Buyer’s request for a change, Seller shall submit a proposal to Buyer which includes any increases or decreases in Seller’s cost or changes in the delivery or work schedule necessitated by the change. Buyer shall, within ten (10) days of receipt of the proposal, either (i) accept the proposal, in which event Buyer shall issue a written change order directing Seller to perform the change or (ii) advise Seller not to perform the change in which event Seller shall proceed with the original work.

Article 4 Termination.  Buyer may, at any time, terminate this order, in whole or in part, by written notice to Seller. In such case, Buyer’s liability shall be limited to payment of the amount due for work performed up to and including the date of termination (which amount shall be substantiated with proof satisfactory to Buyer), and no further work will be rendered by Seller. Such payment shall constitute a full and complete discharge of Buyer’s obligations. In no event shall Buyer’s liability exceed the purchase price of this order.

Article 5 Assignment.  Seller may not assign, transfer, or subcontract this order or any right or obligation hereunder without Buyer’s written consent. Any purported assignment, transfer, or subcontract shall be void and ineffective. All work performed by Seller’s subcontractors, at any tier, shall be deemed work performed by Seller.

Article 6 Delivery.  Time is of the essence. Seller shall furnish sufficient labor and management forces, plant, and equipment and shall work such hours (including night shift, overtime, weekend and holiday work) as may be required to assure timely delivery.
Regardless of delivery or performance in installments, Seller’s obligation is not severable. Buyer need not accept shipments sent C.O.D. without its consent and may return them at Seller’s risk.

Article 7 Excusable Delay.  Neither party shall be held responsible for any delay or failure in performance of any part of this order to the extent such delay or failure is caused by fires, floods, strikes, lockouts, epidemics, accidents, shortages, act of any governmental authority, or other causes beyond the reasonable control and without the fault or negligence of the delayed or nonperforming party or its subcontractors. If any such conditions occur, the party delayed or unable to perform shall give immediate notice to the other party stating the nature of the condition and any action being taken to avoid or minimize its effect. The time for delivery specified herein shall be extended during the continuance of such conditions. Buyer reserves its right to terminate this order as provided in article 4 herein.

Article 8 Taxes; Expenses.  Buyer will pay any sales, use or value added taxes, and any similar government or transaction-based fee, imposed at the time of, or after, delivery on the goods or services furnished under this order. Seller will pay all other taxes imposed before service completion or delivery to the destination point, as the case may be, including property taxes imposed on goods prior to Buyer's acceptance at Buyer's location.  Seller is responsible for all its own expenses connected with its performance under this order, unless specifically agreed to by Buyer in writing.

Article 9 Applicable Laws.  Seller warrants and agrees that it has complied and will comply with all applicable local laws, codes, and regulations.  The construction, interpretation and performance of this order and all transactions under it shall be governed by the local laws of the Buying entity as noted on the face of this order excluding its choice of laws rules. Buyer’s remedies described herein shall be cumulative and in addition to any remedies provided by law or in equity. In the event this order is issued to an international Seller in a country that has ratified the United Nations Convention on the International Sale of Goods (“UNCISG”), it is expressly agreed that the UNCISG shall not apply.

Article 10 Intellectual Property Indemnity.  Seller shall defend any suit or proceeding brought against Buyer, its successors and assigns, and indemnify Buyer from and against any losses, damages, liabilities, fines, penalties, and expenses (including reasonable attorney’s fees), based on any claim that any goods or services or any component part delivered or furnished hereunder infringes on the intellectual property right of any third party, including any patent, copyright, trademark, or trade secret right (excepting infringement or the like necessarily resulting from adherence to specifications furnished by Buyer). Buyer agrees to notify Seller in writing of any such claim and to provide such assistance, at Seller’s expense, as may be reasonably required in defending the suit or proceeding.  If the goods or services or any component part furnished hereunder are held to infringe and their use is enjoined, Buyer reserves its rights at law and at its option may return the infringing goods to Seller at Seller’s expense and Seller promptly shall refund the purchase price to Buyer.

Article 11 Packaging, Packing Lists and Bill of Lading. Seller shall be responsible for proper packaging, loading and tie-down to prevent damage during transportation. Seller must bill all returnable containers on a separate memo invoice; return transportation charges will be collect and for Seller’s account. Buyer’s weight and/or count will be accepted as final and conclusive on all shipments not accompanied by such packing list.

Article 12 Inspection.  All goods and services furnished hereunder will be subject to Buyer’s final inspection and approval within a reasonable time after delivery, but in any event not less than 30 days, irrespective of payment date,. Buyer may reject goods or services not in accordance with the instructions, specifications, drawings, data, or Seller’s express or implied warranties, (“Non-Conforming Goods”) or may accept some and reject other Non-Conforming Goods, at its option. Buyer may return rejected goods to Seller at Seller’s expense and Buyer shall have no further obligation for such goods or Buyer may retain rejected goods and Seller shall pay Buyer its damages due to them. Payment for any article shall not be deemed acceptance and in no event shall Buyer incur any liability to pay for rejected goods or services.  Buyer shall have a reasonable time (not less than ten (10) days from receipt) to submit claims of count, weight, quantity, loss or damage to delivered goods. Buyer will calculate damages on claims and deduct the amount from the Seller's invoice. If the invoice was previously paid, Seller will reimburse the amount of damages to Buyer.  Seller shall assume responsibility for and will pay any and all loss, cost, damage, or expense, including attorney fees, and cost or replacement incurred by Buyer attributed to Buyer’s rejection of Non- Conforming Goods or to Seller’s untimely delivery.

Article 13 Insurance.  Seller shall maintain and require its subcontractors to maintain during the term of this order: (1) Worker’s Compensation insurance as prescribed by the law of the state or nation in which the work is performed; (2) employer’s liability insurance with limits of at least $1,000,000 for each occurrence; (3) comprehensive automobile liability insurance if the use of motor vehicles is required, with limits of at least $2,000,000 combined single limit for bodily injury and property damage for each occurrence; and (4) Commercial General Liability (“CGL”) insurance, including Blanket Contractual Liability and Broad Form Property Damage, with limits of at least $5,000,000 combined single limit for bodily injury and property damage for each occurrence. All CGL and automobile liability insurance shall designate Buyer as an additional insured.

Article 14 Warranties.  By accepting this order, Seller warrants that the goods and services furnished will be free from defects in materials and workmanship, merchantable and in full conformity with Buyer’s specifications, drawings and data, and Seller’s descriptions, promises or samples, and that such goods and services will be fit for the Buyer’s intended use, provided Seller has reason to know of such use, and that Seller will convey good title to the goods and services, free and clear from all liens, claims and encumbrances. This warranty shall be for one (1) year after Buyer’s acceptance of the items, and is in addition to any warranties of additional scope given to Buyer by Seller. No implied warranties by the Seller are excluded.
Seller, without cost to Buyer, shall promptly do all things necessary to correct any breach of the above warranties in a manner satisfactory to Buyer. If Seller is unable or refuses to repair or replace the defective goods or services, as Buyer may require, Buyer may contract or otherwise repair or replace such defective goods or services and back-charge Seller for the excess cost.  Seller shall also: (a) comply with Service Provider shall comply with Buyer’s Partner & Supplier Code of Conduct posted on Buyer’s website (currently at https://www.qad.com/documents/legal/partner-supplier-code-of-conduct.pdf) and any other policies and guidelines that Buyer may issue from time to time to Seller; (b) implement and maintain appropriate technical and organizational measures that will ensure the continued confidentiality, integrity and availability of any Buyer materials, resources, intellectual property and/or Buyer or Buyer customer data processed within the context of this order; and (c) at Seller’s expense, fully cooperate with any audit, investigation, inquiry, certification or screening process requested by Buyer.

Article 15 Title and Risk of Loss.  Risk of loss of all goods shall remain in Seller until receipt of the goods at Buyer’s location. Notwithstanding restrictive legends to the contrary, title to plans, drawings and specifications for goods shall be vested and remain with Buyer and may be used by Buyer for any purpose.  Title shall pass to Buyer upon Buyer’s acceptance of goods at Buyer’s location. If Buyer makes progress payments, title to the goods shall be transferred to Buyer as payments are made, and in the same proportions as the cumulative payments bear to the order price. Seller shall also identify such goods as the property of Buyer, unless Buyer waives such identification.

Article 16 Ownership and Intellectual Property Rights.  Seller agrees that all work performed by Seller for Buyer under this order is work made for hire and Seller hereby grants, transfers and assigns to Buyer all right, title, and interest in any idea, invention, discovery, trade secret, improvement, development, design, concept, product or process (whether or not patentable, tested, reduced to practice, subject to copyright, or relating to data processing communications or computer software systems, programs and procedures) which is created, reduced to practice and/or derived from Seller’s performance under this order.

Article 17 Independent Contractor.  Both Buyer and Seller agree that Seller is, and will act as, an independent contractor in the performance of its duties under this order.

Article 18 Conflicts of Interest / Gratuities.  Seller warrants that (1) Seller is not aware of any conflicts of interest associated with this order and (2) neither it nor any of its employees, agents or representatives have offered or given, or will offer or give, any gratuities to Buyer’s employees, agents, or representatives for purposes of securing this order or securing favorable treatment under this order.

Article 19 Non-Disclosure; AI Consent Required.  If Buyer discloses or grants Seller access to any research, development, technical, economic or other business information or “know-how” of a confidential nature, whether reduced to writing or not, Seller agrees, as a condition of receiving such information or “know-how,” that Seller will not use or disclose any such information to any other person at any time, except as may be necessary in the performance of this order and only to those under a similar non-disclosure obligation, without Buyer’s written consent. Seller shall not input, upload, or otherwise disclose any such information to any artificial intelligence (AI) system, tool, or service without the express prior written consent of Buyer.  Seller shall use such information only to perform this order.

Article 20 Waiver.  Buyer’s failure to insist on Seller’s strict performance of the terms and conditions of this order at any time shall not be construed as a waiver by Buyer to performance in the future.