These terms and conditions govern HPE’s sale of education services to the Customer (either directly or indirectly), as further detailed herein.

Austria

Replace section 7.2. in its entirety with:

• 7.2. Prices are exclusive of applicable sales, use, consumption, service, VAT, GST, or similar taxes. Stamp duty (if applicable) will be borne by Customer. Invoices will separately state charges, fees, and applicable taxes. Unless an appropriate exemption certificate was provided before the relevant Services are performed, all applicable taxes, charges, fees, and surcharges (however levied) must be paid or reimbursed by the Customer.

Replace Section 14.1. in its entirety with:

• 14.1. The aggregate liability of each party to the other for all claims under or relating to the Agreement is (i) in case of intent or blatant gross negligence without limitation and (ii) in case of simple gross negligence or slight negligence limited to USD $1,000,000.

Belgium

Replace Section 15.7. in its entirety with:

• 15.7. Force Majeure: To the extent a force majeure event prevents a party from performing an obligation under this Agreement, the impacted party’s performance obligation will be suspended until the conclusion of the force majeure event. The impossibility to perform an obligation must be judged reasonably meaning that the performance is reasonably impossible. In no event can the party that is prevented from performing the obligation be held responsible and liable for the consequences of a force majeure event.

Brazil

Insert the following paragraph to Section 7:

• 7.6. If the Customer fails to pay any amount due within the period indicated herein, HPE may charge Customer interest of 1% (one percent) per month, calculated daily, pro rata, in addition to a fine of 2% (two percent) and readjustment based on the variation of the applicable IGP-M index on the overdue and unpaid amount, from the payment due date until the effective settlement by Customer.

Insert the following subsection as a bullet in section 15.10.:

• 15.10. Price adjustments: Customer acknowledges that in the composition of the Agreement price there are imported supplies, highly specialized labor workers, and specific investments that may be affected by significant variations in macroeconomic indicators, including, without limitation, exchange rates, inflation, and availability of workers. Thus, in the event of such significant variations, HPE and Customer agree to review the prices, seeking the economic and financial balance of the Agreement.

Canada

Insert the following as a new Section 6.5.:

• 6.5. Customer hereby waives and excludes its rights regarding the provisions pertaining to contracts for services set forth in Article 2125 of the Civil Code of Quebec and acknowledges that the Agreement may only be terminated in the circumstances set forth by the provisions of the Agreement.

Replace Section 15.5. in its entirety with:

• 15.5. Enforceability: If any term or provision of the Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of the Agreement will not be affected. These terms are available in French on our website. The Customer confirms that they have been presented a French version of these T&Cs first that it is their wish that the Agreement, as well as all other documents relating thereto, including notices, have been and will be drawn up in English language only. Le client confirme avoir été présenté une version française de ces Conditions et confirme sa volonté que cette entente, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise seulement.

Replace Section 15.8. in its entirety with:

• 15.8. Governing Law and Jurisdiction: The Agreement will be governed by the laws and courts of the country/jurisdiction of the HPE entity accepting the order; however, HPE may bring suit for payment in the country where the Customer is located. Claims arising or raised in Canada will be governed by the laws of Ontario and the laws of Canada applicable therein, excluding rules as to choice and conflict of law. The Customer and HPE agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

Add a new Section 16:

• 16. Language of Agreement
• These T&Cs are available in French on our website or through your sales representative. The Customer confirms that they have been presented a French version of these T&Cs first that it is their wish that the Agreement, as well as all other documents relating thereto, including notices, have been and will be drawn up in English language only. Le client confirme avoir été présenté une version française de ces Conditions Education Services et confirme sa volonté que cette entente, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise seulement.

Chile

Section 7 Payment. Insert the following subsections:

• 7.6. Regarding Prices in USD, HPE may accept payments made by Customer in Chilean Pesos, and HPE may issue the relevant invoices in the same local currency. In order to determine the amount to be paid in Chilean Pesos by Customer, any owed amount in foreign currency shall be converted into Chilean Pesos according to the value of the observed dollar or its replacement, set by Banco Central de Chile for the day of issuance of the respective invoice, and/or UF (“Unidad de Fomento”—Unit of Account), to be paid in the equivalent in pesos, Chilean legal tender, according to the current value for the UF the day of payment.
• 7.7. Payment will be made by bank transfer to HPE’s designated bank account. HPE shall not accept payments by check.

China (Mainland)

Insert the following as a new Section 9.4.:

• 9.4. HPE reserves the authority to exclude from its offerings any items related to public cloud services (such as colocation service or other public cloud services requiring local operating licenses) in response to legislative constraints in China. HPE may engage in discussions with the Customer regarding the procurement of such services from duly licensed vendors, in order to safeguard the overall integrity of the products or services provided to customers.

Section 12.3. Replace with following insertion:

• 12.3. In some instances, HPE may need to disclose Student’s learning and transcript information to the organization the Student represents or is affiliated with for their records management purposes. Customer acknowledges that it has obtained consent from Students for such transfer.

Section 12. Personal Data. Insert the following section:

• 12.4. HPE will transfer Customer’s business contact information and Customer’s Students contact information, learning, and transcript information overseas in order to perform the Agreement and entrust third parties to process such information. Customer acknowledges that it has obtained consent from its employees or other individuals representing the Customer, and Customer’s Students for such cross-border transfer and such information processing conducted by third parties.

Colombia

Section 7 Payment. Insert the following subsections:

• 7.6. Customer agrees to pay all invoiced amounts in pesos colombianos resulting from applying “Tasa Representativa del Mercado” (TRM) of the invoice date.
• 7.8. Payment will be made by bank transfer to HPE’s designated bank account. HPE shall not accept payments by check.

Czech Republic

Add the following sentence to Section 2:

For the avoidance of doubt, Reseller will not obligate HPE to provide any services that are not set forth in the T&Cs and the Solution Material.

Replace Section 4.1. in its entirety with:

• 4.1. Electronic Transactions. The parties may agree to do business electronically. Electronic transactions include electronic consent to contracts, issuing legal quotes, placing or accepting orders through electronic means, exchanging and/or accepting Solution Materials electronically, and content posted on HPE websites and linked in other Agreement documents. In this case, it is necessary to use a digital signature based on qualified certificates.

Replace Section 7.2. in its entirety with:

• 7.2. Prices are exclusive of applicable sales, use, consumption, service, VAT or similar taxes. Invoices will separately state charges, fees, and applicable taxes. Unless an appropriate exemption certificate was provided before the relevant Services are performed, all applicable taxes, charges, fees, and surcharges (however levied) must be paid or reimbursed by Customer.

Replace Section 14.1. in its entirety with:

• 14.1. The aggregate compensation of damage of each party to the other for all claims under or relating to the Agreement is limited to USD $1,000,000.

Replace Section 14.2. in its entirety with:

• 14.2. Neither the Customer nor HPE will be required to compensate for lost revenues, goodwill, or profits, downtime costs, diminished business value, anticipated savings, business interruption, loss or damage to data, or incidental, exemplary, punitive, indirect, special, or consequential costs or damages.

France

Replace Section 7.5. in its entirety with:

• 7.5. Invoiced amounts are payable without offset within 30 days of the invoice date. If any amount due to HPE remains unpaid after the date on which it is payable, HPE shall be entitled to charge i) interest on such sum from the due date until the actual date of payment of such a sum at a rate of three times the legal interest rate (“taux d’intérêt légal”) in force at the time when the payment should have been made, and ii) a lump sum of forty euros (EUR 40) for credit collection fees. These interest and indemnities are due as of right (“de plein droit”) the day after the payment date set out by the invoice, without any notice being necessary.

Replace Section 14.3. in its entirety with:

• 14.3. This section does not limit either party’s liability for:

  • – Amounts due under the Agreement
  • – Unauthorized use of intellectual property
  • – Death or bodily injury
  • – Acts of fraud
  • – Other liability which may not be excluded or limited by applicable law

Greece

Replace Section 7.5. in its entirety with:

• 7.5. Invoiced amounts are payable without offset within 45 days of the invoice date.

Germany

Replace 3.2.2. in its entirety as follows:

• 3.2.2. HPE Education Learning Credits can only be redeemed for eligible education offerings delivered in the same country as the HPE Education Learning Credits purchase, or courses which are delivered as VILT.

Replace Section 5.1. in its entirety with:

• 5.1. HPE will provide the Services using generally recognized commercial practices. Where there are defects with Deliverables, which materially restrict their use for the purpose intended, the Customer is entitled to make a warranty claim. Initially, the Customer may only claim for subsequent performance within a reasonable period. Subsequent performance, according to the sole discretion of HPE, consists of either eliminating the defect or delivering a new item. The Customer’s interests shall be reasonably taken into account when HPE exercises its right of choice. However, subsequent performance does not include the removal of the defective item or its reinstallation if HPE was not originally obliged to install it. If subsequent performance is impossible or has failed or if a reasonable grace period to be set by the Customer for subsequent performance has expired without success or is dispensable according to the statutory provisions, the Customer may terminate the Agreement in accordance with the termination clause. Compensation for damages or reimbursement of expenses is excluded from warranty claims, as long as nothing is stipulated to the contrary. However, in accordance with the statutory provisions HPE shall bear the expenses necessary for the purpose of testing and subsequent performance, in particular transport, travel, labor, and material costs as well as any dismantling and installation costs, insofar as the expenses are not based on the fact that the products were subsequently brought to a location other than the place of delivery, unless the transfer corresponds to the intended use of the products. Any claim for defects shall lapse if any defect is based on the fact that the Customer or a third party has modified, improperly used, or repaired products without the consent of HPE or products have not been installed, operated, and maintained in accordance with HPE guidelines. The Customer shall immediately notify HPE in writing of any defects. If the notice of defect was unjustified, HPE shall be entitled to demand reimbursement of the costs incurred by HPE as a result of the unjustified request to remedy the defect (in particular testing and transport costs), unless the Customer was not aware of the lack of defectiveness. A period of one year is applicable for warranty claims, beginning on the date of delivery or, if applicable, upon completion of the installation or (if the Customer delays installation by HPE), at the latest, 30 days after the date of delivery.

Delete Section 5.2. in its entirety.

Replace Sections 12.1.–12.3. entirely as follows:

• 12.1. HPE collects and processes contact information and learning information (e.g., transcript information) relating to Customer’s employees and Students. It will process such personal data acting as a data controller using appropriate technical and organizational measures and in compliance with its privacy statement (hpe.com/us/en/legal/privacy.html), and applicable laws. HPE will utilize such contact information solely to the extent necessary for HPE to provide the Services. To the extent HPE uses such information for marketing purposes, HPE will seek the data subject’s consent, if this is necessary under applicable law.
• 12.2. Where HPE discloses business contact information of HPE employees or other individuals representing HPE to Customer or where such persons provide their personal data directly to Customer, or where Customer receives such data from a third party such as a partner or supplier of HPE, Customer will process such personal data as data controller, using appropriate technical and organizational measures in compliance with the Customer’s privacy policies and applicable laws.
• 12.3. In some instances, HPE may need to disclose Student’s learning and transcript information to the organization the Student represents or is affiliated with for their records management purposes. HPE may do so in accordance with applicable law.

Delete Section 13.5. in its entirety.

Hong Kong

Insert the following as a new Section 15.10.:

• 15.10. Except as expressly provided in this Agreement, a person who is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Ordinance (cap. 623) to enforce any term of this Agreement.

Hungary

Replace Section 4.1. with the following:

• 4.1. The parties may agree to do business electronically. Electronic transactions include electronic consent to contracts, placing or accepting orders through electronic means, exchanging and accepting Solution Materials electronically, and content posted on HPE websites and linked in other Agreement documents. Parties hereby exclude the applicability of sections 6:82-6:84 of Act V of 2013 of the Hungary Civil Code.

India

Replace Section 15.8. in its entirety with:

• 15.8. Governing Law and Jurisdiction: The Agreement will be governed by the laws of India and the courts of Bangalore, Karnataka shall have appropriate jurisdiction for any disputes that arise from this Agreement. The Customer and HPE agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

Indonesia

Insert the following sentence at the end of Section 7.5.:

• 7.5. Payments made under this Agreement shall be made in local Indonesian currency.

Insert the following as a new Section 6.5.:

• 6.5. The parties expressly waive the application to the Agreement of Articles 1266 and 1267 of the Indonesian Civil Code but only to the extent of the requirement that a court order is required to terminate this Agreement.

Replace Section 15.8. in its entirety with:

• 15.8. Governing Law and Jurisdiction: The Agreement will be governed by the laws of the Republic of Indonesia and Indonesian courts will have jurisdiction. The Customer and HPE agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

Insert new Section 16. Language:

• 16. Language. This Agreement has been executed in English and Indonesian language. Both versions are equally authentic. In the event there are differences in interpretation or construction between the English language and the Indonesian language version, the English language version shall prevail, and the relevant text of the Indonesian version is deemed to be automatically amended (with effect from the date of the execution of this Agreement) to conform to the relevant text of the English version.
• Each party (i) acknowledges that, with its agreement, this Agreement has been predominantly negotiated in the English language; (ii) represents that it has read and fully understands the contents and consequences of this Agreement; (iii) represents that it has made and entered into this Agreement freely and without duress, and (v) represents that it has received independent legal advice with regard to this Agreement. The parties agree and undertake that they will not (and will not allow or assist any other party to) in any manner or forum, challenge the validity of, or raise or file any objection to, the transaction or this Agreement on the basis of any failure to comply with Indonesian Law No. 24 of 2009 regarding National Flag, Language, Coat of Arms and Anthem, and Presidential Regulation No. 63 of 2019 re. Use of Bahasa Indonesia.

Italy

Replace Section 15.8. in its entirety with:

• 15.8. This Agreement will be governed by the laws of Italy. The Court of Milan will have jurisdiction for any actions arising under this Agreement, however, HPE may bring suit for payment in the country where the Customer is located. The Customer and HPE agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

Insert the following as a new Section 15.10.:

• 15.10. Compliance with Law 231/2001: Customer declares to have reviewed and undertakes to comply with HPE Organizational Model pursuant to Law 231/2001 (the “HPE 231 Model”), which is available at hpe.com/it/it/privacy/modello231.html. Customer shall promptly report to HPE any breach or suspected breach of the HPE 231 Model which Customer may become aware of (also through its employees, agents, or collaborators) in connection with the performance of this Agreement.

New Zealand

Insert the following as a new Section 15.10.:

• 15.10. The exclusions and limitations of warranties, liability, and remedies in this contract apply except to the extent prohibited by the New Zealand Consumer Guarantees Act 1993 (CGA) in situations where the CGA can apply and its provisions have not been excluded or modified as permitted by the CGA. Pursuant to the above, the parties expressly acknowledge that the provision of HPE Services in New Zealand is for business purposes and the CGA will not apply to this contract, and that given the nature and value of the transaction, this is fair and reasonable.

Peru

Section 7. Payment. Insert the following subsections:

• 7.6. HPE may suspend or cancel performance of open orders or Services if Customer fails to make payments when due and apply interests. The payment will be made exclusively in US dollars, expressly renouncing the faculty established in Article 1237 of the Peruvian Civil Code. In the event that in the future any rule or legal provision that establishes that obligations agreed in foreign currency (US dollars) cannot be paid in such currency, Customer may pay HPE in local currency, the amount in local currency that it was necessary for the HPE to acquire, at the highest exchange rate corresponding to each opportunity, the same amount in US dollars, in accordance with the applicable laws.
• 7.7. Payment will be made by bank transfer to HPE’s designated bank account. HPE shall not accept payments by check.

Poland

Insert the following as a new Section 5.4.

• 5.4. Polish statutory warranty (“rękojmia” indicated in the article 566 of Polish Civil Code) is excluded.

Replace Section 6.4. in its entirety with:

• 6.4. Either party may terminate all or a portion of the Agreement:

  • – Effective immediately, if the other party materially breaches its contractual obligations and fails to remedy the breach within 30 days of receiving written notice of the material breach, or
  • – With immediate effect, if voluntary or involuntary insolvency, loss of financial liquidity or any analogous step or reorganization proceedings by or against the other party are instituted under applicable law, provided that such termination is permitted by applicable laws
  • – With immediate effect, in the event of a merger, capital amalgamation of the party with a sanctioned entity (state or corporate), or acquisition of the site by a sanctioned entity (state or corporate)
  • For the avoidance of doubt, insolvency is understood as a loss of financial liquidity, which is the ability to fulfill current obligations. HPE may terminate the Agreement upon 90 days’ written notice if the Services are used contrary to their intended use (Section 3).

Replace Section 7.2. in its entirety with the following:

• 7.2. Prices are exclusive of applicable sales, use, consumption, service, VAT, or similar taxes. Invoices will separately state charges, fees, and applicable taxes. Unless an appropriate exemption certificate was provided before the relevant Services are performed, all applicable taxes, charges, fees, and surcharges (however levied) must be paid or reimbursed by Customer.

Replace Section 7.5. in its entirety with the following:

• 7.5. Invoiced amounts are payable without compensation or deductions within 30 days of the invoice date.

Replace Section 10.3. in its entirety with:

• 10.3. If Deliverables are provided by HPE, HPE hereby grants Customer a perpetual worldwide, non-exclusive, fully paid, and royalty-free right for the following uses:

  • – entering into computer memory;
  • – making a backup;
  • – recording and multiplication in whole or in part using any technique;
  • – copying and using copies of the Deliverables for internal use; without the right to sublicense.

Insert the following as a new Section 10.5.:

• 10.5. HPE hereby grants Customer a perpetual worldwide, non-exclusive, fully paid, and royalty-free right for the following uses of Course Materials:

  • – entering into computer memory;
  • – making a backup;
  • – recording and multiplication in whole or in part using any technique;
  • – copying and using copies of the Course Materials for internal use; without the right to sublicense.

Replace Section 14.1. in its entirety with:

• 14.1. The aggregate liability of each party to the other for all claims under or relating to the Agreement is limited to USD $100,000.

Replace Section 14.3. in its entirety with:

• 14.3. This section does not limit either party’s liability for other liability which may not be excluded or limited by applicable law.

Portugal

Replace Section 6.4. with the following:

• 6.4. Either party may terminate, to the maximum extent permitted by law, all or a portion of the Agreement:

  • – If the other party materially breaches its contractual obligations and fails to remedy the breach within 30 days of receiving written notice of the material breach, or
  • – If voluntary or involuntary insolvency or reorganization proceedings by or against the other party are instituted under applicable law, provided that such termination is permitted by applicable laws

Romania

Add the following sentence to Section 2:

• For the avoidance of doubt, Reseller will not obligate HPE to provide any services that are not set forth in the T&Cs and the Solution Material.

Singapore

Insert the following as a new Section 15.10.:

• 15.10. Rights of Third Parties: Except as expressly provided in this Agreement, a person who is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement.

Slovakia

Add the following sentence to Section 2:

• For the avoidance of doubt, Reseller will not obligate HPE to provide any services that are not set forth in these T&Cs and the Solution Material and HPE shall not be liable for any additional services sold by Reseller or for any other terms agreed by Customer with the Reseller that deviate from the Agreement.

Replace Section 14.1. in its entirety with:

• 14.1. The aggregate compensation of damage of each party to the other party for all claims under or relating to the Agreement is limited to USD 1,000,000.

Replace Section 14.2. in its entirety with:

• 14.2. Neither the Customer nor HPE will be required to compensate to the other party lost revenues, goodwill, or profits, downtime costs, diminished business value, anticipated savings, business interruption, loss or damage to data, or incidental, exemplary, punitive, indirect, special, or consequential costs or damages.

Turkey

Replace Section 7.2. in its entirety with the following:

• 7.2. Prices are exclusive of applicable sales, use, consumption, service, VAT, or similar taxes. Invoices will separately state charges, fees, and applicable taxes. Unless an appropriate exemption certificate was provided before the relevant Services are performed, all applicable taxes, charges, fees, and surcharges (however levied) must be paid or reimbursed by Customer.

Section 7.5. Payment. Insert the following subsection:

• 7.5. Payments will be made through bank transfer to HPE’s designated bank account. HPE shall not accept cash payments.

Replace Section 10.2. in its entirety with:

• 10.2. If or when necessary for HPE to provide the Services, the Customer grants and/or shall grant to HPE (and its subcontractors) a non-exclusive, royalty-free right and license to use the Customer intellectual property rights (the right of adaptation, the right of reproduction, the right of distribution, the right of representation, the right of communication; and the right to use the authority to disclose the work to the public, the right to use the authority to designate the name, the right to use the authority to prohibit modifications, the right to use the authority to access the original work [all rights herein are referred to as “IP Rights” hereinafter]) and the Customer’s rights in third-parties’ IP Rights during the Services term, solely to provide the Services.
• 15.10. Stamp Tax. Stamp tax that will arise from this Agreement will be paid by the parties equally.

Add section 15.11. End-User Statement:

• Customer acknowledges that it intends to procure or use HPE hardware, software, and/or technology (products) that use cryptographic techniques that are classified under the EU’s Dual-Use Control Regulation (EC) No 2021/821 as 5A002 or 5D002 and are subject to export license requirements.
• In compliance with EU export regulations, Customer certifies that all the products and services Customer plans to purchase/use from HPE:

  • will only be used for the HPE solution for Customer as identified in this Agreement;
  • will only be used in: Turkey (country of destination); or
  • will not otherwise be re-exported out of: Turkey (country of destination);
  • will not be directly or indirectly imported and exported to or from Russia and Belarus. Customer acknowledges this based on the US export regulations administered by BIS and OFAC as well as EU Notice to economic operators, importers, and exporters under 2022/C 145 I/01, in view of Russian war of aggression against Ukraine.
  • will not have a military end-use as defined in Article 4 sub 1 of EU Regulation 2021/821;
  • will not be used for purposes of disruption, interception, or monitoring of telecommunication networks or Internet Protocol network communications that could assist in or enable human rights abuses, or systems, equipment, and components to perform “cryptanalytic functions” in order to defeat, weaken, or bypass “information security”;
  • will not be used in any nuclear explosive activity or any unsafeguarded nuclear fuel-cycle activity; will not be used in connection with the development, production, handling, operation, maintenance, storage, detection, identification or dissemination of chemical, biological, or nuclear weapons or other nuclear explosive devices or the development, production, maintenance, or storage of missiles capable of delivering such weapons, nor will they be resold if we know or suspect that they are intended or likely to be used for such a purpose; and
  • will not be re-exported or otherwise re-sold or transferred to a destination subject to a UN, EU, or OSCE embargo where that act would be in breach of the terms of that embargo.

United Kingdom (England and Wales and Northern Ireland)

Insert the following as a new Section 15.10.:

• 15.10. Except as expressly provided in this Agreement, a person who is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

United Kingdom (Scotland)

Insert the following as a new Section 15.10.:

• 15.10. Except as expressly provided in this Agreement, this Agreement does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of this Agreement.

Egypt

Replace Section 7.5. in its entirety with:

• 7.5. Invoiced amounts are payable without offset within 45 days of the invoice date. HPE may suspend performance of Services if the Customer fails to make payments when due.

United Arab Emirates

Replace Section 7.5. in its entirety with:

• 7.5. Invoiced amounts are payable without offset within 45 days of the invoice date. HPE may suspend performance of Services if the Customer fails to make payments when due.

Qatar

Replace Section 7.5. in its entirety with:

• 7.5. Invoiced amounts are payable without offset within 45 days of the invoice date. HPE may suspend performance of Services if the Customer fails to make payments when due.

Kingdom of Saudi Arabia

Replace Section 7.5. in its entirety with:

• 7.5. Invoiced amounts are payable without offset within 45 days of the invoice date. HPE may suspend performance of Services if the Customer fails to make payments when due.

South Africa

Replace Section 7.5. in its entirety with:

• 7.5. Invoiced amounts are payable without offset within 45 days of the invoice date. HPE may suspend performance of Services if the Customer fails to make payments when due.

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