Legal & Branding

Terms & Conditions that apply to all Training & Services Contracts

Proprietary Information
CLIENT acknowledges and agrees that all proprietary TM Forum information regarding planning and implementation of activities resulting from work under this Agreement remains confidential unless sharing is expressly permitted in writing by TM Forum

Non-Disclosure
TM FORUM agrees, except as specifically authorized in writing by CLIENT, shall not disclose or reveal to any person, corporation or other entity any of the trade secrets, proprietary or confidential information, or operational processes or dealings, or any other information concerning the affairs of CLIENT which may become known to it during delivery of the services.

Assignment
Neither party may assign any of its rights without the prior written consent of the other, which shall not be unreasonably withheld and/or delayed.

Intellectual Property Rights
Except as expressly provided herein, nothing contained in this Agreement shall be construed as conferring by implication, estoppels, or otherwise any license or right under any patent, trade name or copyright of either party.

Force Majeure
If by any reason of force majeure delivery of training is rendered impossible then CLIENT shall address whether the training will be postponed or cancelled. This shall include but not be limited to strikes or any other industry disputes, acts of God, fire, flood, earthquake, volcano, mobilization, or riots. If the delivery of training is postponed by reason of force majeure, CLIENT shall have the option of cancellation of its obligations under this Agreement. Should CLIENT elect to cancel, TM FORUM will return 80% (percent) of the fees paid by CLIENT under this Agreement, with the remaining 20% (percent) retained by TM FORUM to cover administrative and support costs.

Damages
TM FORUM and CLIENT shall only be liable to one another for breach of the terms of this Agreement. In no event shall TM FORUM or CLIENT be liable to any non-party to this Agreement for any damages in connection with the services provided hereunder, whether such damages are based upon breach of contract, tort including negligence, or otherwise.

Governing Law and Disputes
Any and all disputes, controversies or claims arising out of, or relating to, or in connection with, this Agreement, which is not disposed of by agreement between the parties hereto, shall be decided solely by arbitration proceedings under the Rules and Procedures of the American Arbitration Association and such arbitration shall be held in the State of New Jersey. The parties hereto also agree that any decision rendered by the arbitrator as provided herein shall be binding on both parties as though issued by a court which otherwise would have jurisdiction over such issues.
The parties agree that this Agreement shall be governed by, interpreted and construed in accordance with internal substantive laws of the state of New Jersey without regard to its conflicts of laws principles. Nothing herein shall prevent either party from seeking equitable relief from either a Federal or State Court of New Jersey should the need for equitable relief arise.
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representatives.

Invoice Payments
We accept payment by Bank Transfer or Credit Card (Visa/MasterCard/American Express). All transactions via credit card will incur a 3% service fee. The Organization participating in this agreement will raise any disputed charge(s) within [5] days after receipt of the invoice. TM Forum will work with The Organization in resolving any such disputed charges, the payment of which will be due upon receipt of invoice after resolution of the dispute. If payment of any invoice is not received within thirty (30) days of the date on which it was due, TM Forum will impose a finance charge at the rate of the lesser of 1.5% per month (18% annual rate) or the maximum allowed by law on the unpaid balance commencing on the invoice date.

Appendix A – Additional Terms and Conditions that apply to all On-Site Training

Applicability
The Terms and Conditions given in this appendix apply to training courses delivered by TM FORUM to CLIENT on CLIENT premises or premises designated by CLIENT, and where all participants are selected by CLIENT.

TM FORUM Responsibilities:

Upon receipt of this signed contract or as soon as practical afterwards, we will send you an electronic invoice for the full amount shown, with full payment due within thirty (30) days from the date the invoice is issued.
TM FORUM will provide the training to participants selected by CLIENT at the agreed CLIENT location.
TM FORUM will provide each participant with only a printed copy of the course material.
TM FORUM will provide each participant a certificate of course attendance
TM FORUM will administer any appropriate certification examination(s)
The TM FORUM trainer will work with CLIENT staff prior to the delivery to determine CLIENT objectives and will make all reasonable efforts to ensure that these are met.

CLIENT Responsibilities:

CLIENT will pay TM FORUM for the training in accordance with the contracted prices and payment schedule, but in any case full payment must be received by TM FORUM before the commencement of training.
CLIENT will confirm to the TM FORUM the number of participants 10 working days before the delivery of the training
CLIENT will ensure that course participants possess the prerequisite training, knowledge, and skills required for the course.
CLIENT participants will provide feedback on the delivery of the training to TM FORUM using TM FORUM’s feedback form
CLIENT will assist promptly in obtaining any entry documents that are required by immigration authorities for the trainer
CLIENT will provide a classroom to accommodate the agreed number of participants, equipped and arranged according to TM FORUM’s Classroom Specification Document
CLIENT will make participants aware of the requirements detailed below in ‘Course Material Ownership’ and ensure that they are enforced.
CLIENT will inform the TM FORUM Trainer of any health and safety requirements, scheduled fire drills or any other important and pertinent information related to the premises where training is to be conducted.

Course Content
The contents of each course are detailed in the TM FORUM Training Course descriptions. However, TM FORUM reserves the right to adjust the syllabus of any course at its sole discretion and without notice. Any needed changes to the course material will be communicated to CLIENT as soon as practical.

Course Times
The daily start and end times for each course will be agreed between TM FORUM and CLIENT and communicated to the participants by CLIENT. There will be refreshment breaks during the morning and afternoon, and a break for lunch.

Course Participant Performance
TM FORUM can assume no responsibility for the performance of any course participant after the course attendance.
TM FORUM reserves the right to terminate the training course for any course participant it feels is unfit to attend. Any course participant who disrupts the training, or exhibits behavior contrary to law or to TM FORUM or CLIENT policies, including but not limited to any form of incivility or abuse, physical, verbal, actual, perceived or otherwise will be removed from the course. CLIENT will not be entitled to any credit or reimbursement with respect to course fees paid or due in these respects. TM FORUM reserves the right to refuse bookings for or admission to subsequent courses to course participants who have disrupted training courses.

Cancellations and Transfers/Substitutions
All cancellations must be confirmed by email to [email protected].
Cancellations for participants received less than 2 weeks before the training start date including ‘no shows’ will not be granted a refund. Payment in full of the fees specified in this agreement will be expected if the fees are unpaid at the time of cancellation in this case. If the number of participants falls below the On-Site Training daily minimum of 10 participants (unless a lower daily minimum has been agreed in writing) cancellations will not be eligible for refund regardless of the period of notification.
If TM FORUM cancels an event for which CLIENT has paid, TM FORUM will, at CLIENT’s direction, refund 100% of the fees or credit the fees to a future event. If TM FORUM cancels an event, TM FORUM assumes no responsibility for non-refundable airline tickets, hotel reservations, car rental, or other travel costs incurred by CLIENT or the participants. TM FORUM will make every effort to notify CLIENT and registered participants of a cancellation immediately if cancellation becomes necessary.
If a named participant is unable to attend, the registration may be transferred to a substitute participant at no cost on request to [email protected].

Appendix B – Additional Terms and Conditions that apply to all Virtual Training

Applicability
The Terms and Conditions given in this appendix apply to training courses delivered by TM FORUM to CLIENT by a trainer as live events via the World Wide Web.

TM FORUM Responsibilities:

Upon receipt of this signed contract or as soon as practical afterwards, we will send you an electronic invoice for the full amount shown, with full payment due within thirty (30) days from the date the invoice is issued.
TM FORUM will provide the training to participants selected by CLIENT using a web-based delivery platform.
TM FORUM will ensure that the trainer conducting the class is provided with equipment and network bandwidth that meets the recommended minimum specification for the web-based delivery platform and will test the delivery system before the commencement of training.
TM FORUM will make all reasonable efforts to ensure that the delivery system works effectively and delivers a good quality of service to every participant. Should this not be possible, TM FORUM will attempt to remedy the situation within a reasonable time but will not be liable for failure to do so. Any course fees paid for a participant that cannot complete more than half of the course due to a technical problem will be credited in full for future training. TM FORUM at its sole discretion may credit partial course fees for participants that complete more than half of the course but less than the full course.
TM FORUM will provide each participant with a link from which to download course materials. The materials are only for the use and reference of the individual participant and the TM Forum prohibits its sharing with, or presentation to, anyone else.
TM FORUM will provide each participant a certificate/electronic certificate of course attendance
TM FORUM will administer any appropriate certification examination(s)
The TM FORUM trainer will work with CLIENT staff prior to the delivery to determine CLIENT objectives and will make all reasonable efforts to ensure that these are met.

CLIENT Responsibilities:

CLIENT will pay TM FORUM for the training in accordance with the contracted prices and payment schedule, but in any case full payment must be received by TM FORUM before the commencement of training.
CLIENT will confirm to the TM FORUM the number of participants 10 working days before the delivery of the training
CLIENT will ensure that course participants possess the prerequisite training, knowledge, and skills required for the course.
CLIENT will ensure that course participants are provided with equipment and network bandwidth that meets the recommended minimum specification for the web-based delivery platform and will participate in testing this delivery system before the commencement of training.
CLIENT participants will provide feedback on the delivery of the training to TM FORUM using TM FORUM’s feedback form
CLIENT will make participants aware of the requirements detailed below in ‘Course Material Ownership’ and ensure that they are enforced.

Cancellations and Transfers/Substitutions
All cancellations must be confirmed by email to [email protected].
Cancellations for participants received less than 2 weeks before the training start date including ‘no shows’ will not be granted a refund. Payment in full of the fees specified in this agreement will be expected if the fees are unpaid at the time of cancellation in this case. If the number of participants falls below the daily minimum for Virtual Training of 10 participants (unless a lower daily minimum has been agreed in writing) cancellations will not be eligible for refund regardless of the period of notification.
TM FORUM reserves the right to cancel an event in the unlikely event of insufficient registrations.
If TM FORUM cancels an event for which CLIENT has paid, TM FORUM will, at CLIENT’s direction, refund 100% of the fees or credit the fees to a future event. If TM FORUM cancels an event, TM FORUM assumes no responsibility for non-refundable airline tickets, hotel reservations, car rental, or other travel costs incurred by CLIENT or the participants. TM FORUM will make every effort to notify CLIENT and registered participants of a cancellation immediately cancellation becomes necessary.
If a named participant is unable to attend, the registration may be transferred to a substitute participant at no cost on request to [email protected].

Appendix C – Additional Terms and Conditions that apply to all Open Enrollment (Public) Training

Applicability
The Terms and Conditions given in this appendix apply to training courses delivered by TM FORUM to participants selected by CLIENT at a training event open to participants from multiple organizations.
TM FORUM Responsibilities:

Upon receipt of this signed contract or as soon as practical afterwards, we will send you an electronic invoice for the full amount shown, with full payment due within thirty (30) days from the date the invoice is issued.
TM FORUM will provide the training to participants selected by CLIENT at the published location.
TM FORUM will provide each participant with a printed copy of the course material.
TM FORUM will provide each participant a certificate of course attendance
TM FORUM will administer any appropriate certification examination(s)

CLIENT Responsibilities:

CLIENT will pay TM FORUM for the training in accordance with the contracted prices and payment schedule, but in any case full payment must be received by TM FORUM before the commencement of training.
CLIENT will confirm to the TM FORUM the names, job titles, and email addresses of participants 10 working days before the delivery of the training
CLIENT will ensure that course participants possess the prerequisite training, knowledge, and skills required for the course.
CLIENT participants will provide feedback on the delivery of the training to TM FORUM using TM FORUM’s feedback form
CLIENT will make participants aware of the requirements detailed below in ‘Course Material Ownership’ and ensure that they are enforced.

Course Times
The daily start and end times for each course will be published by TM FORUM and communicated to the participants by CLIENT. There will be refreshment breaks during the morning and afternoon, and a break for lunch.

Cancellations and Transfers/Substitutions
All cancellations must be confirmed by email to [email protected].
Cancellations for participants received less than 2 weeks before the training start date including ‘no shows’ will not be granted a refund. Payment in full of the fees specified in this agreement will be expected if the fees are unpaid at the time of cancellation in this case.
TM FORUM reserves the right to cancel an event in the unlikely event of insufficient registrations.
If TM FORUM cancels an event for which CLIENT has paid, TM FORUM will, at CLIENT’s direction, refund 100% of the fees or credit the fees to a future event. If TM FORUM cancels an event, TM FORUM assumes no responsibility for non-refundable airline tickets, hotel reservations, car rental, or other travel costs incurred by CLIENT or the participants. TM FORUM will make every effort to notify CLIENT and registered participants of a cancellation immediately cancellation becomes necessary.
If a named participant is unable to attend, the registration may be transferred to a substitute participant at no cost on request to [email protected].

Appendix D – Additional Terms and Conditions that apply to all On-Line Training

Applicability
The Terms and Conditions given in this appendix apply to training courses delivered by TM FORUM to CLIENT as pre-recorded video and other media delivered via the World Wide Web.

TM FORUM Responsibilities:

Upon receipt of this signed contract or as soon as practical afterwards, we will send you an electronic invoice for the full amount shown, with full payment due within thirty (30) days from the date the invoice is issued.
TM FORUM will provide the training to participants selected by CLIENT via a secure website.
TM FORUM will not provide participants with copies of the course material other than that offered during the course as downloadable content.
TM FORUM will provide each participant a certificate of course attendance
TM FORUM will administer any appropriate certification examination(s)

CLIENT Responsibilities:

CLIENT will pay TM FORUM for the training in accordance with the contracted prices and payment schedule, but in any case full payment must be received by TM FORUM before the commencement of training.
CLIENT will confirm to the TM FORUM the name, job title, and email address of participants before the delivery of the training
CLIENT will ensure that course participants possess the prerequisite training, knowledge, and skills required for the course.
CLIENT participants will provide feedback on the delivery of the training to TM FORUM using TM FORUM’s feedback form
CLIENT will make participants aware of the requirements detailed below in ‘Course Material Ownership’ and ensure that they are enforced.

Course Material Ownership
CLIENT acknowledges and agrees that TM FORUM solely owns all training materials and other documents provided to participants. Material is provided to participants for their personal use. None of the materials shall be recorded, copied, reproduced, shared, or distributed to any parties other than course participants by any mechanical or electronic means without the prior written consent of TM FORUM.
Course Content
The contents of each course are detailed in the TM FORUM Training Course descriptions. However, TM FORUM reserves the right to adjust the syllabus of any course at its sole discretion and without notice. Any needed changes to the course material will be communicated to CLIENT as soon as practical.
Course Times
Participants will be provided with credentials that allow access to the training website and training courses for a period of 30 days. TM FORUM at its sole discretion may extend this period for specific participants when requested, if these participants are unable to complete training within this time.
Participants can train at their own pace. Except for occasional maintenance the training website is available for use at any time.
Course Participant Performance
TM FORUM can assume no responsibility for the performance of any course participant after the course attendance.
TM FORUM reserves the right to terminate the training course for any course participant it feels is unfit to attend. Any course participant who disrupts the training, or exhibits behavior contrary to law or to TM FORUM or CLIENT policies, including but not limited to any form of incivility or abuse, physical, verbal, actual, perceived or otherwise will be removed from the course. CLIENT will not be entitled to any credit or reimbursement with respect to course fees paid or due in these respects. TM FORUM reserves the right to refuse bookings for or admission to subsequent courses to course participants who have disrupted training courses.
Cancellations and Transfers/Substitutions
All cancellations must be confirmed by email to [email protected]. For individual registrations TM FORUM will, at CLIENT’s direction, refund 100% of the fees or credit the fees to a future training event. For group sales (sales not involving direct participant registration), TM FORUM will not refund cancellations but instead look to transfer training substitute participants or to other online courses which may not be specified in the original agreement or contract.
Cancellations are allowed only for participants who have not started training. Training will be deemed to have started when a participant accesses any material from the course in the TM Forum Online Training environment.
If a named participant has not started training, the registration may be transferred to a substitute participant at no cost on request to [email protected].

Appendix E – Additional Terms and Conditions that apply to all Coaching and Mentoring

Applicability
The Terms and Conditions given in this appendix apply to Coaching and Mentoring delivered by a TM FORUM subject matter expert to CLIENT staff.

TM FORUM Responsibilities:

Upon receipt of this signed contract or as soon as practical afterwards, we will send you an electronic invoice for the full amount shown, with full payment due within thirty (30) days from the date the invoice is issued.
TM FORUM will designate one or more subject matter experts appropriate to the needs of CLIENT to deliver the Coaching and Mentoring.
TM FORUM will provide the Coaching and Mentoring to participants selected by CLIENT.
The TM FORUM subject matter expert(s) will work with CLIENT staff prior to the delivery to determine CLIENT objectives and will make all reasonable efforts to ensure that these are met.

CLIENT Responsibilities:

CLIENT will pay TM FORUM for the Coaching and Mentoring in accordance with the contracted prices and payment schedule, but in any case full payment must be received by TM FORUM before the commencement of work.
CLIENT will assist promptly in obtaining any entry documents that are required by immigration authorities for the Subject Matter Expert(s)
CLIENT will provide office accommodation and services for the use of the Subject Matter Expert(s) including desk space, power, and internet access together with any other facilities reasonably needed to fulfil the Coaching and Mentoring work.
CLIENT will make participants aware of the requirements detailed below in ‘Supporting Material Ownership’ and ensure that they are enforced.
CLIENT will inform the TM FORUM Subject Matter Expert(s) of any health and safety requirements, scheduled fire drills or any other important and pertinent information related to the premises where work is to be conducted.

Supporting Material Ownership
CLIENT acknowledges and agrees that TM FORUM solely owns all materials and other documents provided to participants. Material is provided to participants for their personal use. None of the materials shall be recorded, copied, reproduced, shared, or distributed to any parties other than course participants by any mechanical or electronic means without the prior written consent of TM FORUM.
Work Schedule
The daily start and end times for work will be agreed between TM FORUM and CLIENT and communicated to the subject matter expert(s) by TM FORUM. When working at customer premises Subject Matter Experts will be allowed refreshment breaks during the morning and afternoon, and a break for lunch.
Participant Performance
TM FORUM can assume no responsibility for the performance of any participant as a result of the Coaching and Mentoring.

Appendix F – Additional Terms and Conditions that apply to all Maturity Assessment Services

Applicability
The Terms and Conditions given in this appendix apply to Maturity Assessment Services delivered by a TM FORUM subject matter expert to CLIENT staff.

TM FORUM Responsibilities:

Upon receipt of this signed contract or as soon as practical afterwards, we will send you an electronic invoice for the full amount shown, with full payment due within thirty (30) days from the date the invoice is issued.
TM FORUM will designate one or more subject matter experts appropriate to the needs of CLIENT to deliver the Maturity Assessment Services.
The TM FORUM subject matter expert(s) will work with CLIENT staff prior to the delivery to determine CLIENT objectives and will make all reasonable efforts to ensure that these are met.

CLIENT Responsibilities:

CLIENT will pay TM FORUM for the Maturity Assessment Services in accordance with the contracted prices and payment schedule, but in any case full payment must be received by TM FORUM before the commencement of work.
CLIENT will assist promptly in obtaining any entry documents that are required by immigration authorities for the Subject Matter Expert(s)
CLIENT will provide office accommodation and services for the use of the Subject Matter Expert(s) including desk space, power, and internet access together with any other facilities reasonably needed to fulfil the Maturity Assessment Services work.
CLIENT will support the Subject Matter Expert(s) by identifying the appropriate participants for meetings and workshops, and making their time available to attend as agreed.
CLIENT will inform the TM FORUM Subject Matter Expert(s) of any health and safety requirements, scheduled fire drills or any other important and pertinent information related to the premises where work is to be conducted.

Work Schedule
The daily start and end times for work will be agreed between TM FORUM and CLIENT and communicated to the subject matter expert(s) by TM FORUM. When working at customer premises Subject Matter Experts will be allowed refreshment breaks during the morning and afternoon, and a break for lunch.

DATA PROTECTION ADDENDUM

Introduction & Definitions

This data protection addendum (the “DPA”) applies to Personal Data that is being processed for the purpose of any of the agreements available at https://www.tmforum.org/about-tm-forum/legal-branding/terms-conditions/ (the “Agreement”).

This DPA is an addendum to the Agreement and provides further information on the role of the Parties for the purposes of any Personal Data exchanged between them as part of the Agreement.

The following definitions apply for the purposes of this DPA:

“Participant” means any individual Data Subject whose personal data is Processed as a result of the Agreement.
“Data Protection Law” means any data protection laws applicable to the processing of personal data contemplated by the Agreement including, without limitation, Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”) and any other applicable legislation, decision, statutory instrument or regulation in force at present or which comes into force;
“EEA” or “European Economic Area” means the European Economic Area that combines the countries of the European Union together with Iceland, Norway and Liechtenstein;
“Personal Data”, “Data Subject”, “Controller”, “Processor” and “Processing” shall have the meanings given to them in the relevant Data Protection Law and their cognate terms shall be construed accordingly. The definitions of Personal Data and Processing shall only apply to the extent of any Personal Data Processed and Processing undertaken for the Agreed Purposes (as defined below); and
together the TM Forum and the Company entering into the Agreement shall be referred to as (the “Parties”) and independently each shall be (a “Party”).

Capitalised terms used herein, but not defined shall have the meaning provided in the Agreement.

The Company and the TM Forum acknowledge and agree that the Company and the TM Forum independently determine the purpose and means of Processing Personal Data pursuant to the Agreement and that each of them is an independent Controller of such Personal Data;

General Provisions

Each Party shall:

at all times comply with applicable Data Protection Laws in respect of its Processing activities;
only Process Personal Data pursuant to the Agreement for the purpose for which it was provided by the Data Subject;
be responsible for compliance with the obligations set out in Article 13 and Article 14 of the GDPR.
maintain appropriate technical and organisational measures designed to protect Personal Data against any misuse, accidental, unlawful or unauthorised destruction, loss, alteration, disclosure, acquisition or access, including the use of industry recognised security standards such as ISO 27001 or similar standards.

The TM Forum shall ensure that any Personal Data it transfers to the Company has been obtained and processed in accordance with applicable Data Protection Laws.

The TM Forum does not represent or guarantee the truthfulness, accuracy, or reliability of any Personal Data made available to the Company as a result of the Agreement, or any other communications provided by Participants nor does TM Forum endorse any opinions expressed by Participants. Use of the Personal Data by the Company is at its own risk.

The Company shall:

ensure that all Company staff Processing Personal Data are subject to obligations of confidentiality so as to ensure that the Personal Data is kept safe and secure;
not use the Personal Data for any unlawful marketing, advertising or other promotional purpose including to contact any Participant unless they have agreed to be contacted (where consent is required or, if express consent is not required, who has informed the Company that they do not want to be contacted);
not disclose the Personal Data to third parties unless such disclosure is necessary and only then in accordance with the Data Protection Law; and
indemnify the TM Forum in respect of all losses, damages, costs, expenses and other liabilities (including legal and other professional fees) incurred by or awarded against TM Forum and/or its affiliates and relating to a third-party claim to the extent it results from Company’s failure to comply with its obligations under this DPA.