1. Definitions:
Background Intellectual Property: Intellectual Property that existed prior to the date of the Contract and Intellectual Property that was developed independently of the Contract.
Bentley: the Bentley Group Entity named on the Contract Document. Where no Contract Document exists or no such entity is named, Bentley means the Default Bentley Contracting Entity set out in clause 17.2.
Bentley Group: Bentley, any parent company or companies of Bentley, any subsidiaries of Bentley and any subsidiaries of any parent company of Bentley.
Bentley Group Entity: an entity that is part of the Bentley Group.
Business Day: a day (not being a Saturday or Sunday) on which banks are open for general banking business in the country or state (if applicable) where Bentley is domiciled.
Contract: has the meaning given in clause 3 of the Introduction.
Contract Document: any contractual documentation agreed between Bentley and the Customer in relation to the Services, being a Quote, MSSA, Statement of Work or other written agreement between Bentley and the Customer which provides for the Customer to receive the Services.
Customer: the entity contracting with Bentley for the provision of Services as identified in a Quote or other Contract Document.
Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, provided by the Customer to Bentley in connection with the Services.
Deliverables: those items identified as such in a Contract Documentor otherwise to be provided by Bentley to the Customer in the course of delivering Services (including any materials, course manuals, e-learning products, question banks, knowledge banks, course notes and other items supporting the Services, whether written or developed by a Bentley Group Entity or its third party suppliers).
Fees: the charges payable by the Customer for the performance and delivery of the Services and Deliverables, as specified in the Contract Document.
Force Majeure: includes (but not be limited to) events that are reasonably outside of the control of the party seeking to rely on the Force Majeure, such as any severe weather, earthquake, fire, epidemic, pandemic, acts of terrorism, biological warfare, outbreak of military or civil hostilities, explosions, strikes, sabotage, governmental interference or decree, interruption of service due to telecom carriers, internet service provider issues, power supply issues, or other technology issues.
Intellectual Property: includes patents, utility models, inventions, rights to inventions, copyright in and to any courseware and other materials provided in connection with the Services (including without limitation any images, photographs, animations, video, audio, music and text) and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and the right to have information kept confidential, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
MSSA: a master software and services agreement entered into between Bentley and the Customer with respect to Seequent Services.
Product: has the meaning given to it in the Product Terms.
Product Terms: the Product Terms available on the Website.
Quote: a quote, letter, proposal or other document created by Bentley setting out the Services to be provided by Bentley and the agreed Fees for such Services.
Service Terms: these standard service terms.
Services: the work or services to be undertaken by Bentley for the Customer as described in a Contract Document.
Statement of Work: a letter, proposal, or other document provided to the Customer by Bentley in conjunction with or as a supplement to another Contract Document which provides more specific detail with respect to the Services and Deliverables to be provided by Bentley under the relevant Contract Document, and the Fees payable and timeframe for completion of the same, together with any other terms specific to the engagement with the Customer.
Website: www.seequent.com and/or any replacement or alternate website detailing the Seequent division of the Bentley Group.
2. The Services
2.1 Bentley will provide the agreed Services and Deliverables to the Customer in accordance with the Contract. Bentley will have no obligation to deliver the Services or the Deliverables until the Contract Document has been accepted by the Customer, or it has otherwise reached agreement in writing with the Customer.
2.2 A Quote will, unless otherwise stated, remain capable of acceptance by the Customer for the period set out in the Quote. If no timeframe is set out in the Quote, the Quote will, unless withdrawn by Bentley, remain capable of acceptance by the Customer for a period of thirty (30) days from the date of the Quote. A Quote may be accepted and the parties may enter into a Contract notwithstanding that the relevant Statement or Statements of Work are to be agreed at a future date.
2.3 By entering into a Contract, the Customer authorises Bentley to proceed with all relevant preparations for providing the relevant Services and Deliverables, including (but not limited to) purchase of materials, and booking travel, accommodation or venues (if required).
2.4 Bentley shall provide the Services exercising reasonable skill and care and using suitably skilled, experienced and qualified employees or contractors.
2.5 Bentley will use reasonable endeavours to ensure that any information or advice provided to the Customer as a result of the delivery of Services is complete and accurate. However, Bentley gives no guarantees, undertakings or warranties in relation to the completeness or accuracy of the information or advice provided, and does not accept any legal liability or responsibility for the completeness or the accuracy of such information or advice, or for any loss or damage suffered by the Customer arising directly or indirectly in connection with reliance on or use of such information or advice.
3. Customer’s Obligations
3.1 The Customer will deliver all information and data reasonably requested or required by Bentley for the delivery of the Services in a timely manner, ensure that its employees, contractors and other suppliers co-operate fully with Bentley in the performance of the Contract and do not cause delay in the delivery of the Services.
3.2 Bentley shall not be responsible or liable for, or considered to be in breach of its obligations under a Contract by virtue of, any failure or delay in performance of the Services arising from or attributable to the Customer’s unreasonable delay or failure to cooperate with Bentley’s reasonable instructions or requests. If the Customer fails to cooperate in a timely manner with Bentley’s reasonable instructions or requests regarding performance of the Services, Bentley may take reasonable actions to remediate or mitigate the effects of the Customer’s non-cooperation or delay, including (without limitation) rescheduling the delivery of any Services, or restricting or denying eligibility to participate in any programme, event or engagement that forms part of the Services.
3.3 The Customer will ensure both the health and safety of any Bentley employees or contractors delivering Services on the Customer’s premises or at any other location as directed by the Customer.
3.4 The Customer may not, either during the provision of the Services or thereafter for a period of one year, directly or indirectly offer employment or assignments to any of the Bentley Group’s employees or contractors, or solicit or procure their employment by any other company, organisation or individual with which the Customer is connected.
4. Fees and Expenses
4.1 The Fees and any estimates of Fees are based on Bentley’s understanding of the Customer’s requirements for the Services as communicated by the Customer prior to the preparation of any Contract Document and, where appropriate, the assumption that any information or datasets provided by the Customer will be complete and error-free. Bentley reserves the right to increase the Fees where necessary to include charges for:
a. additional time or work required as a result of any delays caused by an act or omission of the Customer or a failure by the Customer to provide full and accurate information;
b. additional time or work (including investigative work) required as a result of any error, omission or uncertainty in any datasets provided by the Customer;
c. additional time or work for planning or other meetings requested by the Customer in addition to those allowed for in a Contract Document; and
d. any services or materials requested in writing by the Customer that Bentley agrees in writing to provide and that are in addition to anything specified in a Contract Document, which shall then become part of the Services and Deliverables and will be subject to the terms of the Contract.
4.2 Unless otherwise specified in a Contract Document and subject to clause 3, Bentley may charge the Customer for expenses incurred by Bentley in the provision of the Services including:
a. travel, accommodation, and subsistence; and
b. all goods, services and sub-contracted items referred to in the Contract Document as being necessary and charged for separately from the Fees.
4.3 The Customer shall reimburse all reasonable expenses properly and necessarily incurred by Bentley in the course of providing the Services, subject to the production of receipts or other appropriate evidence of payment.
5. Payment and Tax
5.1 The Customer will pay all invoices when due, in full, without deduction or setoff of any kind and in the agreed currency. Unless otherwise specified on an invoice or otherwise agreed in writing, all invoices are immediately due and payable on the date of issue of the relevant invoice.
5.2 The Customer is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Bentley’s net income) that are imposed or become due in connection with a Contract. In the event that the Customer becomes liable to deduct or withhold an amount by way of tax or otherwise from payment of the fees due, or if Bentley is required to collect any sales, use or other taxes from the Customer, the Customer will pay such additional amount as will be necessary to ensure that the amount of the Fees received by Bentley equals the amount that would otherwise have been received in the absence of such deduction, withholding tax or duty. If the Customer is liable to deduct or withhold an amount by way of tax from payment of the Fees, the Customer shall furnish to Bentley official receipts evidencing Customer’s payment of such taxes.
5.3 Bentley will issue invoices in accordance with the terms stated in the Contract Document. If no invoice dates are agreed in the Contract Document, Bentley will invoice for Services prior to delivery of the relevant Services.
5.4 If the delivery of Services is delayed by any act or omission of the Customer or upon the Customer’s request, Bentley reserves the right to submit interim invoices for Services already delivered.
5.5 Bentley may charge interest on overdue amounts. If the Customer fails to pay any Fees on time, Bentley reserves the right, in addition to taking any other action at law or equity (if applicable), to charge interest on past due amounts at 1.5% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery. Interest will be calculated from the due date to the date of payment (both inclusive). In addition to any other rights and remedies provided by law, Bentley Group is entitled to set off and apply any and all payments made or indebtedness owing by the Customer under the Contract against any and all obligations owing to Bentley Group, whether under the Contract or any other agreement or obligation.
6. Intellectual Property
6.1 Unless otherwise agreed in writing, Background Intellectual Property (including any modification, enhancement or derivative work of such Intellectual Property) remains the property of the current owner, regardless of its use in the Services.
6.2 In relation to the Deliverables:
a. unless otherwise agreed by the parties in writing, Bentley and its licensors (where applicable) shall retain ownership of all Intellectual Property subsisting in the Deliverables, excluding any Customer Materials;
b. Bentley grants the Customer, or shall procure for the Customer, a worldwide, non-exclusive, non-transferable, royalty-free licence to use the Deliverables for the sole purpose of receiving and using the Services; and
c. the Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 2b without the express written approval of Bentley.
6.3 In relation to the Customer Materials, the Customer:
a. and its licensors (where applicable) shall retain ownership of all Intellectual Property Rights in the Customer Materials; and
b. grants to, or shall procure for, the Bentley Group a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use in any way, copy and modify the Customer Materials for the purpose of providing the Services and Deliverables to the Customer for the Term of the Services;
c. warrants that the Customer has all necessary rights, title, release and permissions to the Customer Materials and that the use by Bentley Group of the Customer Materials for the purposes of providing the Services and Deliverables will not violate any applicable laws, or any third-party intellectual property, privacy, publicity or other rights; and
d. indemnifies Bentley and each Bentley Group entity (including its officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to Customer Material.
6.4 For the avoidance of doubt, nothing in these Service Terms grants any right in any software (including the right to use, copy or modify) owned or used by the Bentley Group in the provision of the Services.
6.5 To the extent not owned by Bentley, the Customer grants the Bentley Group a royalty-free, irrevocable and perpetual licence to use any know how, techniques, ideas, methodologies, and similar Intellectual Property used by Bentley in the provision of the Services.
7. Sub-contractors
7.1 Bentley shall be entitled, in its absolute discretion, to appoint sub-contractors to provide all or part of the Services without the Customer’s consent.
7.2 If the Customer nominates sub-contractors to work with Bentley in the provision of the Services, the Customer shall be responsible for such nominated sub-contractors. Bentley reserves the right to withdraw co-operation from any nominated sub-contractors if the performance or actions of such persons or organisations prevents Bentley fulfilling its obligations under the Contract.
8. Confidentiality
8.1 Both during and after the provision of the Services, both parties shall keep confidential any information of the other party that it obtained in connection with the provision or receipt of the Services and that is clearly designated as ‘confidential’ or that is by its nature confidential. Neither party shall use such information except in connection with the Services nor disclose it to any third party without the prior written consent of the other party.
8.2 The provisions of this clause 8 shall not apply to any information disclosed to a party (Receiving Party) that:
a. is in, or comes into, the public domain (except as a result of a breach of the Contract);
b. was already in the possession of the Receiving Party at the time of its receipt from the other party;
c. is received by the Receiving Party from a third party who was not under a legal obligation of confidentiality with respect to it; or
d. is required by law to be disclosed by the Receiving Party.
8.3 Except to the extent that a party has ongoing rights to use any confidential information received from the other party, upon request from the other party following the expiry or termination of the Contract, the party in receipt of the confidential information will promptly return or destroy all such information in its possession or control (except for electronic backup data which would be unreasonably impracticable for a party to delete).
9. Data Protection and Privacy
9.1 Any personal information received by Bentley will be dealt with in accordance with the terms of the Privacy Policy available on Website. Where Bentley is acting in the capacity of a data processor and/or service provider in respect of any personal information in providing the Services, the parties agree to adhere to the Data Processing Addendum published on the Website.
10. Term and termination
10.1 The Contract will commence on the date the Customer accepts the Contract Document and shall continue in full force and effect until the Services have been completed, subject to earlier termination pursuant to clauses 2, 10.3 and 13.
10.2 Either party may terminate the Contract immediately by notice in writing to the other party if the other party:
a. is in irremediable breach of its material obligations or, in the case of a remediable breach, such breach has not been remedied within fourteen (14) days of receipt by the breaching party of a notice from the other party specifying the breach and requiring its remedy; or
b. enters into voluntary or compulsory liquidation, or compounds with or convenes a meeting of its creditors, or has a receiver or manager or an administrator appointed over any part of its assets, or ceases for any reason to carry on business, or takes or suffers any analogous action which is likely to result in an inability to pay its debts.
10.3 Bentley may terminate the Contract at any time if the Customer attempts to materially alter the scope or definition of the Services without Bentley’s prior written agreement.
10.4 On termination or cancellation of the Contract other than by the Customer in accordance with clause 2, the Customer shall pay for all Services delivered and all expenses incurred or accrued by Bentley as at the date of termination or cancellation irrespective of any payment provisions specified in the Contract.
10.5 On termination and subject to clause 3, each party shall immediately return to the other party all property of the other party in its custody, possession or control.
10.6 Any provisions of the Contract which by their nature survive termination or expiry, and, (to the extent not already included), clauses 4, 5, 6, 8, 9, 10, 12, 15, and 17, shall survive expiry or termination of the Contract howsoever caused and shall remain in full force and effect after termination or expiry in perpetuity.
11. Warranties
11.1 Any condition, representation or warranty that might otherwise be implied or incorporated within these Service Terms by reason of statute or common law or otherwise is, to the extent permitted by law, hereby expressly excluded.
12. Liability
12.1 In the event of damage to physical property arising as a direct result of the negligence of Bentley employees or contractors while providing the Services, Bentley’s liability shall be limited to a maximum of USD$10,000 (or its equivalent in any other currency) per claim or series of related claims.
12.2 Nothing in these Service Terms shall exclude or limit either party’s liability for death or personal injury, or fraud or wilful misconduct, or any liability that cannot be excluded by law.
12.3 Subject to clauses 1 and 12.2, to the fullest extent permissible at law:
a. Bentley shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss or for any loss of business, profit, revenue, data or goodwill however arising under the Contract; and
b. Bentley’s maximum aggregate liability in contract, tort (including negligence) or otherwise shall be limited to the lesser of either (i) the total amount paid or payable by the Customer for the relevant Services or (ii) USD$100,000 or its equivalent in any other currency.
12.4 Bentley Group’s liability under the Contract is solely to the Customer and not to any other person, including without limitation any affiliate, employee, contractor, or any third party (whether or not that person is involved in the Services). The Customer indemnifies Bentley Group (including its officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any third party claim in relation to the Contract.
13. Force Majeure
13.1 Neither party is liable to the other for any failure or delay in performing its obligations (other than an obligation to make payment) under the Contract to the extent caused by Force Majeure, provided that the affected party:
a. as soon as reasonably practicable, notifies the other party and provides full information about the Force Majeure, including any official documents issued by relevant authorities ensuring the occurrence of Force Majeure event;
b. uses commercially reasonable endeavours to overcome the Force Majeure; and
c. continues to fulfill its obligations to the extent practicable.
13.2 If the Force Majeure event lasts for more than ninety (90) days, then either party is entitled to terminate unilaterally the relevant Contract, the performance of which is affected by the Force Majeure event, in out-of-court proceedings by sending a relevant written termination notice to the other party not later than five (5) days prior to the expected termination date.
13.3 The provisions of this clause 13 shall not apply to relieve the Customer of any obligation to make timely payment of any amounts duly payable by the Customer under the Contract.
14. Independent Contractors
14.1 The parties shall be independent contractors in their performance under the Contract, and nothing contained herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
15. Notices
15.1 Any notice required to be given under a Contract shall be in writing and shall be delivered by hand or sent by courier to the other party at its address set out in the Contract Document, or such other address as may have been notified by that party for such purposes, with a copy sent by email to [email protected] in the case of Bentley. A notice delivered by hand or by courier shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A notice sent by email shall be deemed to have been received when transmitted provided that no automatic notification of failed delivery is received.
16. Assignment
16.1 The Customer may not assign, subcontract or transfer any right or obligations under the Contract without the prior written approval of Bentley. Bentley may assign, subcontract or transfer any right and/or obligation under the Contract, including to any Bentley Group Entity, without the prior written approval of the Customer.
17. Governing Law and Dispute Resolution
16.1 To the maximum extent permitted by applicable law, the parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods, as amended, and of the Uniform Computer Information Transactions Act, as it may have been or hereafter may be in effect in any jurisdiction, shall not apply to this Contract.
16.2 Depending on where Customer’s principal place of business is (or if Customer is an individual, where the Customer is resident) (the Customer Location):
a. Where there is no Bentley entity set out in the applicable Contract Document, the Bentley Contracting Entity is the Default Bentley Contracting Entity set out in the below table.
b. The Contract will be governed by and construed in accordance with the substantive laws in force in the jurisdiction listed under “Governing Law” in the below table.
c. Any dispute, controversy or claim between the parties arising under the Contract shall be resolved pursuant to the applicable dispute resolution provision set out in the below table.
- below table.
| Customer Location |
Default Bentley Contracting Entity |
Governing
Law |
Exclusive Jurisdiction / Forum for Dispute Resolution |
| USA and Canada |
Bentley Systems, Inc., a Delaware corporation having its registered office at 685 Stockton Drive, Exton, PA 19341-0678 |
Commonwealth of Pennsylvania |
In the event of any dispute, controversy or claim between the parties arising under the Contract, the parties shall submit to binding arbitration before a single arbitrator in Philadelphia, Pennsylvania in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own attorney’s fees, costs, and expenses incurred in such arbitration.
Notwithstanding the foregoing, Bentley has the right to commence proceedings against Customer in any court in respect of a failure by Customer to comply with its payment obligations under the Contract without first submitting to binding arbitration. |
| United Kingdom |
Bentley Systems (UK) Limited, having its registered office at 43rd Floor, 8 Bishopsgate, London, United Kingdom, EC2N 4BQ |
England and Wales |
In the event of any dispute, controversy or claim between the parties arising under the Contract, the parties shall submit to binding arbitration before a single arbitrator in London, United Kingdom in accordance with the Commercial Arbitration Rules of the International Chamber of Commerce. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own attorney’s fees, costs, and expenses incurred in such arbitration.
Notwithstanding the foregoing, Bentley has the right to commence proceedings against Customer in any court in respect of a failure by Customer to comply with its payment obligations under the Contract without first submitting to binding arbitration. |
| Brazil |
Bentley Systems Brasil Ltda., having its registered office at Avenida Paulista, 2537. 9º. Andar. Sala 09-114, São Paulo, SP, Zip Code 01310- 100 |
Brazil |
In the event of disputes, controversies, questions, doubts or claims (Dispute) between the parties resulting from the Contract, the parties shall use their best efforts to resolve the Dispute. For this purpose, either party may notify the other to attend a meeting at which an attempt will be made to resolve the Dispute through friendly discussions in good faith (Dispute Notice). Except as otherwise provided in the Contract, if the parties do not find a solution, within a period of 30 (thirty) days after the delivery of the Dispute Notice from one party to the other, then the Dispute shall be resolved through arbitration. The arbitration procedure will be conducted by the AMCHAM Arbitration and Mediation Center in accordance with its rules (Arbitration Rules).
The resolution of a Dispute through arbitration procedure will only be applicable in the event that the disputed amount exceeds BRL 5,000,000.00 (five million reais). If this amount is not reached, the Dispute will be conducted, through litigation in the Courts of the City of São Paulo, State of São Paulo.
The arbitration shall be conducted in Portuguese by three arbitrators. The complainant must appoint an arbitrator in the “Request for Arbitration”, and the respondent must appoint an arbitrator at its first opportunity to demonstrate. If one of the parties fails to appoint its respective arbitrator, the latter will be appointed in accordance with the procedure set out in the Arbitration Rules. The two arbitrators shall, by mutual agreement, appoint the third arbitrator, who shall be the president of the arbitral tribunal. If there is no consensus, the third arbitrator will be appointed in accordance with the Arbitration Rules.
The parties recognize that any of the parties may request an urgent injunctive relief before the Courts of the City of São Paulo, State of São Paulo, and such request will not be considered incompatible with, or as a waiver of, any provisions contained in this clause or in Law 9.307/96. In addition to the authority of the arbitration court conferred by the Arbitration Rules, the arbitral tribunal has the authority to issue orders and grant preliminary injunctions, precautionary measures, injunctive relief and determine specific enforcement, when deemed fair and equitable.
The arbitration award must be expressed in writing and reasoned, being considered final and binding between the parties, in addition to being enforceable in accordance with its terms. The arbitration award may determine the distribution of costs related to the arbitration process, including reasonable attorneys’ fees and disbursements.
The election of the arbitration forum carried out by the parties to the Contract does not prevent any of the parties from judicially executing the arbitral award or the certain and enforceable obligations under the Contract. |
| Mexico |
BENTLEY SYSTEMS DE MEXICO S.A., having its registered office at Insurgentes Sur 1079 piso 3, Oficina 03-125, Colonia Noche Buena, Delegación Benito Juárez, C.P. 03720, Ciudad de México |
Mexico |
In the event of any dispute, controversy or claim between the parties arising under the Contract, the parties shall submit to binding arbitration before a single arbitrator in Mexico City, Mexico, in accordance with the Commercial Arbitration Rules of the International Chamber of Commerce. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own legal fees, costs, and expenses incurred in such arbitration.
Notwithstanding the foregoing, Bentley has the right to commence proceedings against Customer in any court in respect of a failure by Customer to comply with its payment obligations under the Contract without first submitting to binding arbitration. |
| China |
Bentley Systems (Beijing) Co., Ltd., having its registered office at Unit 1405-06, Tower 1, China Central Place, No. 81 Jianguo Road, Chaoyang District, Beijing, China |
People’s Republic of China |
The parties agree to resolve amicably any dispute or difference arising from or in connection with the Contract. In the event the parties are unable to settle the dispute or difference within 30 days from the de-livery by any party of a notice confirming the existence of the dispute, any party may submit the dispute to the China International Economic and Trade Arbitration Commission in Beijing (CIETAC) for final and binding arbitration in accordance with CIETAC’s rules and procedures. The award rendered by CIETAC shall be enforceable by any court of competent jurisdiction. |
| Taiwan |
Bentley Systems, Incorporated, Taiwan Branch, having its registered office at Spaces, 1F., No. 170, Sec. 3, Nanjing E.Rd., Zhongshan Dist., Taipei City 104, Taiwan, Republic of China |
Taiwan |
Any dispute, controversy, difference or claim arising out of, relating to or in connection with the Contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration referred to the Chinese Arbitration Association, Taipei in accordance with the Association’s arbitration rules. The place of arbitration shall be in Taipei, Taiwan. The language of arbitration shall be English. The arbitral award shall be final and binding upon both parties. Each party shall bear its own attorney’s fees, costs, and expenses incurred in arbitration. Notwithstanding the above, Bentley may, at its sole discretion, institute summary proceedings for collection on delinquent accounts before the Courts of Taiwan. |
| India |
Bentley Systems India Private Limited, having its registered office at Suite No. 1001 & 1002, WorkWell Suites, 10th Floor, Max House, 1516/338, 339, 340, Village Bahapur, New Delhi 110020, India |
India |
In the event of any dispute, controversy or claim between the parties arising under the Contract, the parties shall submit to binding arbitration before a single arbitrator in New Delhi, India appointed in accordance with the Rules of Arbitration of the International Chamber of Commerce, and such dispute, controversy or claim shall be finally settled in accordance with the said Rules. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction, in accordance with the provisions of the Arbitration and Conciliation Act, 1996.
Each party shall bear its own legal fees, costs, and expenses incurred in such arbitration. Subject to arbitrations, the parties agree to submit to the exclusive jurisdiction of courts in New Delhi, India. However, notwithstanding the foregoing, Bentley has the right to commence proceedings against Customer in any court in respect of a failure by Customer to comply with its payment obligations under the Contract without first submitting to binding arbitration. |
| Worldwide unless in a country or region described above |
Bentley Systems International Limited, having its registered office at 6th Floor, 1 Cumberland Place, Fenian St, Dublin 2, D02 AX07, Ireland |
Ireland |
In the event of any dispute, controversy or claim between the parties arising under the Contract, the parties shall submit to binding arbitration before a single arbitrator in Dublin, Ireland in accordance with the Commercial Arbitration Rules of the International Chamber of Commerce. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own legal fees, costs, and expenses incurred in such arbitration.
Notwithstanding the foregoing, Bentley has the right to commence proceedings against Customer in any court in respect of a failure by Customer to comply with its payment obligations under the Contract without first submitting to binding arbitration. |
18. Entire Agreement
18.1 The Contract constitutes the entire agreement between the Customer and Bentley with respect to the subject matter hereof and supersedes any and all negotiations and communications between the parties. Each party acknowledges that it has not relied on any commitment, representation or warranty in entering into the Contract, other than those expressly set out in the Contract. To avoid doubt, the Contract applies to the exclusion of any customer terms, including as incorporated in any purchase order (or otherwise). Any such additional terms or conditions, even if acknowledged by Bentley, shall not be binding on the parties.
18.2 If there is any conflict between any of the documents forming the Contract, the following order of precedence will apply: any Statement of Work; the Quote; any MSSA; these Service Terms.
19. Variation to Service Terms
19.1 These Service Terms and/or any applicable policies may be revised by the Bentley Group from time to time. By accepting further Services, the Customer will be deemed to have agreed to, and will be bound by, the then current version of the Service Terms. To avoid doubt, no changes to these Service Terms will apply to any Contract Documents currently in force and effective unless such changes are agreed by the parties in writing.
20. Waiver
20.1 Any waiver by a party of any of its rights or remedies under the Contract will be effective only if it is recorded in writing and signed by a duly authorised representative of that party. If the waiver relates to a breach of any provision of the Contract, this will not (unless stated otherwise) operate as a waiver of any other breach of that provision. No waiver of any breach, or failure to enforce any provision, of the Contract at any time by either party will in any way affect, limit or waive that party’s right to subsequently require strict compliance with the Contract.
21. Language
21.1 Copies of these Service Terms or certain clauses within the Service Terms may be provided in languages other than English for information purposes only. In the event of any conflict between the terms of the Contract in English and any translation, the English version will take precedence unless it is directly agreed otherwise in the Contract.
22. Sanctions and Export Controls
22.1 The Services are subject to U.S. sanctions and export control laws, regulations and requirements, in addition to sanctions and export control laws, regulations and requirements of other agencies or authorities based outside of the United States (collectively referred to as Sanctions and Export Controls). Regardless of any disclosure made by the Customer to Bentley of an ultimate destination or end-use of the Services, the Customer must not use the Services, or any portion thereof, or any system containing such Services or portion thereof, in connection with any restricted party, end-use, or destination, whether directly or indirectly, without first complying strictly and fully with all Sanctions and Export Controls that may be imposed on the Services and/or the direct or indirect use of the Services, and transactions related thereto. The entities, end uses and countries subject to restriction by action of the United States Government, or any other governmental agency or authority outside of the United States, are subject to change, and it is the Customer’s responsibility to comply with all applicable Sanctions and Export Controls as they may be amended from time to time. The Customer shall indemnify, defend and hold each member of the Bentley Group (including its officers, directors, agents and employees) harmless for any breach of its obligations pursuant to this clause.
22.2 Bentley reserves the right to restrict the countries from which customers can engage any of its Services and the Customer will comply with these restrictions on notice by Bentley. If the Customer attempts to access or use any Services from a restricted country by circumventing these restrictions, Bentley may suspend the Services and/or refuse to process a payment at its sole discretion.
