Standard Terms and Conditions of Sale
These Standard Terms and Conditions of Sale (referred to as “these Terms”) apply to the sale of services and products by Huron Consulting Services LLC, as successor-in-interest to The Studer Group, L.L.C., or its affiliates (“Service Provider”) through a signed sales order or purchase order (the “Order”), which is not accompanied by a corresponding written agreement duly executed by both parties (a “Services Agreement”). If the parties have entered into a Services Agreement for the included services and products, then such Services Agreement will govern the transaction and relationship of the parties. In the absence of a Services Agreement, then these Terms provide you (“Client”) with the guidelines and legal terms and conditions upon which Service Provider sells to you those services and products described on the face of the Order.
1. ACCEPTANCE OF TERMS. By signing the Order, each party agrees to be bound by, and to comply with these Terms, as updated and posted by Service Provider from time to time. These Terms apply to all services and product offerings listed in the Order (collectively, the “Services”), and take effect with respect to such Services upon execution of the Order by both parties and continue until the expiration of the Term (as defined in the Order), which is subject to renewal or early termination in accordance with these Terms.
2. PAYMENT TERMS. Client will pay Service Provider all fees and reimbursable expenses, if any, within 30 days of receipt of an invoice from Service Provider. Such payment will be made via ACH, EHT, or check, in accordance with the terms of the applicable Order. In addition, Client will be obligated to pay all applicable sales, use, excise, value added, services, consumption, and other taxes and duties associated with Client’s receipt of the Services and Service Provider Materials, excluding taxes on Service Provider’s income generally. Client will provide Service Provider with a copy of Client’s certificate of tax exemption, if applicable.
3. INTELLECTUAL PROPERTY RIGHTS. By providing Client copies of or access to Service Provider Materials in connection with an Order, Service Provider grants Client non-exclusive, non-transferable right and license to use such Service Provider Materials for Client’s own internal use for the purposes for which such Service Provider Materials are provided under the Order, subject to any scope and Term limitations identified in the corresponding Order; provided, that such Service Provider Materials will remain the exclusive property of Service Provider and its licensors. For purposes of these Terms, the term “Service Provider Materials” is broadly defined to include anything Client receives from Service Provider or its agents in performance of the Services, including without limitation Service Provider’s proprietary intellectual property and materials (whether or not registerable as a copyright, trademark, or patent); online resources, content, and e-learning modules; know-how and methodologies; software; and trade secrets, and any modifications, configurations, enhancements, or derivative works thereof.
All Service Provider Materials are protected by United States and international laws regarding copyrights, trademarks, trade secrets, and other proprietary rights. Client and its authorized users will not remove any notices or legends that appear on the Service Provider Materials, that either serve to identify Service Provider or its licensors as the owner, or that provide notice of the confidential and/or proprietary nature of such materials, and/or their contents, including without limitation copyright notices, trademark symbols and notices, and notices that such materials are “confidential” or “proprietary.” The obligation of Client and its authorized users not to remove such notices shall apply in all circumstances, including without limitation when Client copies or distributes materials as permitted by these Terms. For any included online subscription offerings or databases listed in the Order, Service Provider may, in its sole discretion, change, limit, or discontinue any particular content that is part of such offering, without notice to or approval by Client. To the extent the Order includes any professional services to be provided by Service Provider, such as speaking services, Client is strictly prohibited from videotaping or otherwise recording such services.
Certain included Services may be comprised of “commercial items”, “commercial computer software” and “commercial computer software documentation” as defined in FAR 2.101, DFAR 252.227-7014(a)(1) and DFAR 252.227-7014(a)(5). Consistent with DFAR 227.7202 and FAR 12.212, any use, reproduction, display, or disclosure by the US Government shall be governed solely by these Terms.
4. ONLINE HOSTED SERVICES. With respect to any online hosted Services included in the Order:
Client and its authorized users will not: (a) access or use the Services in order to design, create or build a service or product that is competitive with the Services, or which uses ideas, features or functions that are similar to the Services; (b) license, sublicense, sell, resell, resyndicate, transfer, assign, distribute or otherwise commercially exploit, make available to, or share with any third party, who is not an authorized user of Client, the Services; (c) modify or make derivative works based upon the Services, or directly or indirectly disassemble, decompile, reverse engineer, or otherwise work around the technical limitations in the Services or any portion thereof; or (d) directly or indirectly export or re-export or access or use the Services outside of the United States of America in violation of the applicable export or import laws of any jurisdiction. For avoidance of doubt, the parties agree that unless any Service Provider Materials are specifically marked within the Services as available for downloading and printing (“Downloadable Content”), Client and its authorized users will not attempt to download, record, reproduce, or otherwise access such Service Provider Materials outside of Service Provider’s hosted environment. Client will be responsible for controlling the access and use of the Services by its authorized users and for notifying its authorized users of the rights and restrictions set forth in these Terms.
Service Provider may suspend Client’s access to the Services at any time (a) in order to prevent damage to, or degradation of, Service Provider’s network integrity; (b) if Client has failed to pay any amounts that are more than thirty (30) days past due and such failure continues without a cure for ten (10) days after notice from Service Provider; or (c) Client has breached these Terms in a way that affects Service Provider’s provision of the Services or infringes on Service Provider’s intellectual property rights. If suspended, Service Provider will promptly restore use of the Services to the Client after the event giving rise to the suspension has been resolved to Service Provider’s reasonable satisfaction. Any accounts that are restored after suspension due to Client’s failure to pay or breach may be subject to any then-current reactivation fees.
Client agrees that Service Provider may collect data and metrics arising out of Client’s and its authorized users’ use of the hosted Services and aggregate and analyze any metrics and data so collected (collectively, the “Service Provider Data”). Service Provider agrees that it shall not use the Service Provider Data in a way that identifies Client or any authorized user as the source of any data included in the Service Provider Data. Provided Service Provider complies with the immediately preceding sentence, Client agrees that the Service Provider Data does not constitute the Confidential Information of Client and that Service Provider may provide the Service Provider Data to third parties. Client will be responsible for providing its authorized users with the appropriate equipment and Internet access needed to use the included hosted Services.
6. CONFIDENTIALITY. To fulfill the obligations hereunder, each party may have access to the other party’s information and materials that are confidential and proprietary or should reasonably be considered confidential based on subject matter or circumstances of disclosure (“Confidential Information”). The parties agree that Confidential Information will be protected in a reasonable and appropriate manner and used only for the purposes it was provided or as otherwise permitted by the disclosing party. Further, Confidential Information will only be disclosed to the parties’ personnel with a need to know and will not be disclosed to third parties except in the event Service Provider engages a subcontractor to assist in performance of the Services and then only to the extent subcontractor agrees in writing to protect Confidential Information. All Confidential Information, whether original or subsequent copies, made available to one another must be returned or destroyed at the request of the disclosing party. However, the receiving party may retain one archival copy for recordkeeping or quality assurance purposes and will make no unauthorized use of such copy. The obligations in this Section will not apply to information to the extent it is: (i) publicly known; (ii) already known to the receiving party; (iii) lawfully disclosed by a third party; (iv) independently acquired or developed without use of Confidential Information of the other party; or (v) disclosed to taxing authorities or to representatives or advisors in connection with tax filings, regulatory oversight, claims, audits or litigation. Notwithstanding anything to the contrary above, if any judicial, legislative or administrative body requests or threatens to compel disclosure of Confidential Information, then unless otherwise legally prohibited, the receiving party will promptly notify the disclosing party and will comply with reasonable requests of the disclosing party (at disclosing party’s expense) to assist disclosing party in obtaining a protective order and to prevent or minimize the disclosure of any Confidential Information. The receiving party may then disclose Confidential Information only if, and to the extent, required by law.
7. DEFAULT. A party may terminate these Terms, along with the corresponding Order, on the basis of default if the non-terminating party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notification of such breach. If Client terminates these Terms for cause in accordance with this paragraph, Service Provider’s fee for the then-current Term will be prorated to the date of termination. Except in the event of default, these Terms, along with the corresponding Order, will be deemed non-cancelable during the current Term.
8. RENEWAL. Except as otherwise provided in the Order, the Term of the Order and the applicability of these Terms with respect to such Order will automatically renew for successive terms of equivalent length as the initial term, unless the parties enter into a separate Services Agreement or Order prior to the expiration of the then-current Term or either party provides written notice of non-renewal to the other party at least 60 days’ prior to the expiration of the then-current Term. During each renewal term, Service Provider will continue to make available to Client all Services and Products outlined in the Order, except for those specifically marked as “not subject to automatic renewal”, and in exchange for such Services and Products, Service Provider will invoice Client, and Client will pay Service Provider, based on Service Provider’s then-applicable rates. Upon expiration or permitted termination of the Order in accordance with Section 7 above, all license rights or other access to the Services granted to Client in the Order will be extinguished contemporaneously with the termination unless other valid terms exist between Client and Service Provider governing such rights; provided, however, that Client and its authorized users may retain copies of and continue to use any downloadable Service Provider Materials in accordance with the restrictions on use set forth in these Terms, which will continue to apply for so long as such Service Provider Materials are retained.
9. CHANGES. Once prepaid Services have been selected and ordered, such as the registration of an attendee for a particular Conference or scheduling of a particular speaker for an agreed-upon date, for example, no changes to such order are permitted, except with the advance written consent of Service Provider.
10. CONTINUING EDUCATION. At this time, Service Provider is jointly accredited to provide continuing education by the Joint AccreditationTM for Interprofessional Continuing Education, a collaboration of the Accreditation Council for Continuing Medical Education (ACCME), Accreditation Council for Pharmacy Education (ACPE), and American Nurses Credentialing Center (ANCC). With respect to certain Service offerings, Client’s representatives who are members of the interdisciplinary healthcare team, including physicians, advance practice providers, nursing professionals, and pharmacy professionals, within the United States of America may have the opportunity to earn Continuing Education (“CE”) credits, such as through attendance at a designated Huron Conference or through completion of designated educational courses included within the Leadership Development or Bedside Nursing Online Learning Platforms, as applicable, and associated CE requirements. The number of CE credits to be provided may vary based on courses and individual learner completion. Authorized users or attendees must claim any earned Continuing Education credits prior to the expiration or termination of the Term of the Order, unless otherwise permitted by Service Provider.
12. INDEMNIFICATION. Each party (the “Indemnifying Party”) agrees to indemnify, hold harmless, and defend the other party and its affiliates, officers, directors, employees, contractors, and agents (“Indemnified Party”) against any damage or expense incurred by the Indemnified Party, including reasonable attorney’s fees actually incurred and court costs, arising out of or based on the gross negligence of willful misconduct of the Indemnifying Party, as adjudicated by a finder of fact, except to the extent such claim results from the Indemnified Party’s breach of this Agreement or gross negligence or willful misconduct.
13. LIMITED LIABILITY. THE LIABILITY OF SERVICE PROVIDER FOR ANY TYPE OF DAMAGES FOR ANY AND ALL CLAIMS, IN AGGREGATE, IS LIMITED TO THE AMOUNT OF SERVICE PROVIDER’S FEES FOR THE LAST 12 MONTHS OF SERVICES FROM WHICH THE CAUSE OF ACTION AROSE. SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY PUNITIVE OR EXEMPLARY DAMAGES OR LOSS, NOR ANY LOST PROFITS, SAVINGS OR BUSINESS OPPORTUNITY, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES.
14. SCOPE AND ACCURACY OF INFORMATION. In making the Services available, no client, advisory, fiduciary or professional relationship is implicated or established and neither Service Provider nor any other person is, in connection with the Services, engaged in rendering auditing, accounting, tax, legal, advisory, consulting or other professional services or advice. Neither the included Services nor any content included therein shall be considered a substitute for the independent investigations and the sound technical and business judgment of the users of the Services and the user should consult with a professional advisor familiar with the user’s particular factual situation for advice or service concerning specific matters.
15. REFERENCE. Client agrees that Service Provider may refer to Client as a client or purchaser of the included Services and upon receipt of Client’s written approval, may use Client’s brand logo in Service Provider’s websites, presentations, and marketing collateral in relation to such relationship.
16. DISPUTE RESOLUTION. These Terms are governed by and construed in accordance with the laws of the State of Illinois without giving effect to conflicts of law rules. In the event of a dispute, the parties will in good faith and for a period of at least thirty (30) days, attempt to resolve any dispute or disagreement arising out of or relating to these Terms by face-to-face negotiations between an authorized representative of each party. Neither party, however, will be required to pursue this informal dispute resolution process in the event of a dispute regarding an alleged payment, a breach of confidentiality obligations or a violation of intellectual property rights if the party has reason to believe that the delay caused by the informal dispute resolution process would materially harm it. If remaining unresolved, any controversy or claim arising out of or relating to these Terms or any breach thereof will be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and conducted in Chicago, Illinois. Except as may be required by law, neither party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Each party will bear its own costs for any dispute, including attorneys’ fees.
17. FORCE MAJEURE. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for payment obligations) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, outages of electrical or Internet services, or any other cause that is beyond the reasonable control of such party (“Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party shall promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance, and how long that party expects it to last. During a Force Majeure Event, the nonperforming party will use reasonable efforts to limit damages to the performing party and to resume its performance under these Terms.
18. EQUITABLE RELIEF. Service Provider is entitled to equitable relief, including without limitation, injunctive relief and specific performance, in the event of a breach or threatened breach of the confidentiality obligations and licenses granted to Client in these Terms and the corresponding Order. Service Provider may seek equitable relief in addition to all other remedies available at law or in equity without the requirement to prove actual damages.
19. ASSIGNMENT. Service Provider shall have the right to assign these Terms and the corresponding Order to any successor to its business or assets to which these Terms relate, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Client may not assign its rights or responsibilities under these Terms and the corresponding Order in whole or in part without the prior written consent of Service Provider, and any purported assignment in violation of this provision shall be null and void. Subject to the foregoing limitation, these Terms shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors, and assignees.
20. NOTICES. All notices or demands required hereunder shall be in writing and shall be delivered personally or sent by certified or registered mail, return receipt requested, or by overnight express service, to Client at the address set forth in the Order, and to Service Provider at 350 W. Cedar St., Ste. 300, Pensacola, FL 32502, Attn: Agreements, with a copy at: Legal Department, Huron Consulting Group Inc., 550 West Van Buren Street, Chicago, IL 60607.
21. FOREIGN TAXES. If Client is required by the laws of any foreign tax jurisdiction to withhold income or profit taxes from payment to Service Provider, then the amount payable by Client upon which the withholding is based, will be paid to Service Provider, net of such withholding. Client will pay any such withholding to the applicable tax authority. However, if after 120 days of the withholding, Client does not provide Service Provider with official tax certificates documenting remittance of the taxes, Client will pay Service Provider an amount equal to the withholding. The tax certificates must be in a form sufficient to document qualification of the taxes for the foreign tax credit allowable against Service Provider’s corporation income tax.
22. MISCELLANEOUS. If any provision of these Terms shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Nothing in these Terms creates any special relationship between the parties, such as a partnership, joint venture, agency, franchise, or employee/employer relationship.
23. ENTIRE AGREEMENT, ORDER OF PRECEDENCE.These Terms, together with the corresponding Order and any attachments thereto, constitute the entire understanding between the parties and is intended as the complete and exclusive statement of the agreement between the parties with respect to the Services described in the Order, superseding all prior agreements and negotiations between the parties. Should any ambiguity or inconsistency exist in any portion of these Terms, when read with the corresponding Order and attachments, the following precedence of documents shall apply to eliminate any such ambiguity or inconsistency: (1) the face of the Order duly executed by both parties; (2) any attachments containing special terms and conditions duly executed by both parties; and (3) these Terms.