Terms & Conditions for FUJIFILM European Service & Training Center

1. Definitions

1.1. "Accreditation Program" means FUJIFILM's comprehensive initiative for Partners, featuring multiple levels of accreditation that unlock several benefits, such as access to certain Training Programs at no cost. The details, criteria, and benefits associated with each accreditation level are determined by FUJIFILM and may be updated or modified as needed. Further information may be provided by FUJIFILM as required.

1.2. "Affiliate(s)" a corporation, other business organization, entity or person which directly or indirectly controls, is controlled by, or is under common control with, either Party to this Agreement. For the purposes of this definition, "control" means the possession, directly or indirectly, of more than 50% of the voting stock or other voting interests of such corporation, other business organization, entity or person.

1.3. "Agreement" shall mean the Terms and Conditions set forth in this document.

1.4. "Confidential Information" refers to details about this Agreement or a party's or its Affiliate's business that: (i) hold actual or potential economic value because they are not widely known or easily accessible by others who could benefit from their disclosure or use, (ii) are protected by reasonable efforts from the disclosing party to keep them secret, or (iii) are labeled as "Confidential," "Proprietary," or a "Trade Secret" by the disclosing party, or are reasonably expected to be treated as confidential under the circumstances. Confidential Information does not include information that: (i) is already publicly known or becomes public without any fault of the receiving party, (ii) was lawfully in the possession of the receiving party without restriction prior to receiving it, or (iii) is lawfully obtained from a third party without restrictions on use or disclosure, as long as the receiving party is unaware or not subsequently informed that the third party was under a confidentiality obligation.

1.5. "ESTC Willich" shall mean the FUJIFILM European Service & Training Center located in Willich, Germany.

1.6. "FUJIFILM" shall mean FUJIFILM Europe B.V., Oudenstaart 1, 5047 TK Tilburg, The Netherlands or any other relevant Affiliate or FUJIFILM group company.

1.7. "FUJIFILM Group Company" means FUJIFILM Holdings Corporation and its Affiliates.

1.8. "Intellectual Property" all copyrights, trademarks, patents, designs, trade secrets, know-how, and other proprietary rights related to creations, inventions, or materials that are protected by law. It includes both registered and unregistered rights, as well as any modifications, enhancements, or derivative works.

1.9. "On-Site Training Program(s)" refers to any in-person training program conducted by FUJIFILM at a location other than the ESTC Willich.

1.10. "Order(s)" shall mean any form of registration requested by the Partner for a training to be delivered by FUJIFILM.

1.11. "Partner(s)" refers to reseller, FUJIFILM employees, and end customers who participate in or benefit from FUJIFILM's Training Programs to enhance collaboration, service and product maintenance.

1.12. "Product(s)" shall refer to any FUJIFILM or 3rd party product, such as printers, digital front ends (DFEs) or Software Solutions.

1.13. "Trainer" means a FUJIFILM employee or appointed thirdparty who is responsible for conducting and delivering the Training Program.

1.14. "Training(s) Program(s)" refers to any in person, remote training sessions or workshop provided by FUJIFILM, as outlined in the respective Order.

2. Eligibility for Participation

2.1. Participation in FUJIFILM Training Programs is open to Partners who meet the prerequisites for the specific training course. All prerequisites will be communicated in advance before registration.

2.2. Some Training Programs may require specific skills and/or experiences as a prerequisite. Any prerequisite will be described in the registration, training information sheet and/or the corresponding Order confirmation to ensure that the attendee is able to grasp the training content.

2.3. FUJIFILM reserves the right to verify participants' eligibility, including but not limited to appropriate professional affiliation or product knowledge prerequisites.

3. Training Content, Duration and Specifications

3.1. Details regarding the specific content, specifications, schedule, and duration of the Training Program will be outlined in the registration, training information sheet and/or the corresponding Order confirmation. By registering for the training and/or placing the Order, you acknowledge and accept the outlined terms and requirements.

4. Training Program Fees and Payment Terms

4.1. FUJIFILM offers both Non-Chargeable and Chargeable Training Programs. Non-Chargeable Training Programs are provided free of cost to eligible Partners as part of FUJIFILM's Accreditation Program.

4.2. Chargeable Training Programs, however, are subject to fees, which will be communicated in advance prior to registration. Payment for Chargeable Training Programs must be made in full within thirty (30) days of receiving the invoice.

4.3. FUJIFILM reserves the right to withhold access to training materials, participation, or certification if payment terms for Chargeable Training Programs are not met within the specified timeframe.

5. Cancellation Policy

5.1. In case Partners cancel their participation in the Training Program:

• 5.1.1. More than fourteen (14) working days before it starts: Cancellation is free of charge.
• 5.1.2. Less than fourteen (14) working days before it starts (but more than seven (7) working days): (i) For Non-Chargeable Trainings no fee for cancellations will apply; and (ii) for Chargeable Trainings, 50% of the training fee will be charged.
• 5.1.3. Less than seven (7) working days before it starts: (i) For Non-Chargeable Trainings, a cancellation fee of 250 will be charged (per training, per company); and (ii) for Chargeable Trainings, 100% of the training fee will be charged.
• 5.1.4. No Show: (i) for Non-Chargeable Trainings, 250 will be charged; and (ii) for Chargeable Trainings, 100% of the training fee will be charged.

5.2. FUJIFILM reserves the right to cancel or reschedule Training Programs at its discretion. In the event of cancellation by FUJIFILM, participants will be offered a full refund or the option to reschedule.

5.3. Fujifilm is not responsible for any additional costs incurred by participants (e.g., travel expenses), including those incurred due to cancellation.

5.4. Partners may have the opportunity to transfer their enrollment to another session, subject to availability and prior approval by FUJIFILM.

5.5. For any trainings that were planned to be held On-Site, at customer or partner premises, that are canceled by the Partner, regardless of the notice period, FUJIFILM reserves the right to invoice the Partner for any associated travel expenses incurred.

6. Training Program Confirmation

FUJIFILM will confirm the training schedule no later than fourteen (14) working days prior to the Training Program start date.

7. Training Program Schedule and Punctuality

7.1. Partners are expected to be punctual. In case of an anticipated delay (e.g., due to travel) or the need to leave early, the Trainer should be notified in advance.

7.2. The Training Program will not be delayed for late arrivals. Late arrival or early departure may influence the decision to issue a certificate of completion. Certification may be withheld for Partners who miss critical parts of the Training Program.

8. Travel and Accommodation

8.1. FUJIFILM is happy to recommend hotels and/or travel advice upon request. All information provided is solely by convenience.

8.2. All travel arrangements and associated costs, including travel, accommodation, and meal expenses, are the responsibility of the Partner.

9. Dietary Requirements and Allergies

9.1. When applicable, meals will be arranged through external local catering services.

9.2. Partners with specific dietary restrictions or allergies are required to notify FUJIFILM at the time of registration. FUJIFILM will make reasonable efforts to accommodate specific needs; however, the availability of suitable options to meet all dietary requirements cannot be guaranteed.

10. Training Completion and Certification

10.1. Partners are required to fulfill specific criteria to earn a certificate of completion, including but not limited to, attending all scheduled Training Program sessions, actively engaging in training exercises, and demonstrating a satisfactory understanding of the material as evaluated by the Trainer.

10.2. FUJIFILM reserves the right for its Trainers to evaluate all applicable criteria at their discretion and decide whether to award the certificate of completion accordingly.

11. Intellectual Property and Confidentiality

11.1. All training materials, content, methodologies and any other Intellectual Property provided during the Training Program are the exclusive property of FUJIFILM and or its Affiliates and are protected by intellectual property laws. They are for personal learning and direct application in operating FUJIFILM Products only.

11.2. Participants may not copy, distribute, modify, record, or publicly share any training materials or content without prior written consent from FUJIFILM.

11.3. Any Confidential Information shared during the training must remain confidential and may not be disclosed to third parties.

11.4. Unauthorized use of FUJIFILM's Intellectual Property and/or Confidential Information outside the scope of the Training Program is prohibited and may result in legal action.

12. Term

12.1. The Agreement becomes effective as of the date of the express Order confirmation by FUJFIILM ("Effective date") and shall continue until the Training Program(s) specified under the Order is completed unless terminated earlier in accordance with this Agreement.

13. Data Protection

Any personal data provided by Partners will be used solely for purposes related to the delivery and administration of the Training Program, including communication, certification, and feedback. Personal data may be shared with trusted third-party service providers as necessary to facilitate these services, and all data will be handled securely. For more details about how FUJIFILM collects, processes, stores, and protects personal data, as well as relevant rights, please access Privacy Policy | Fujifilm [Netherlands].

14. Feedback

14.1. Partners may, at its sole discretion, provide FUJIFILM with feedback, suggestions, ideas, or other input relating to FUJIFILM's Products, Training Program or services ("Feedback").

14.2. By providing such Feedback, the Partner agrees that FUJIFILM, its Affiliates or any FUJIFILM Group Company are entitled to use, incorporate, modify, or otherwise exploit such Feedback at their discretion, without any obligation of restriction, compensation, or attribution to the Partner or any other source of the Feedback.

15. Subcontracting

FUJIFILM reserves the right to engage subcontractors or thirdparty service providers for the performance or delivery of any part of the Training Program. Such subcontracting will not relieve FUJIFILM of its obligations under the agreement, and FUJIFILM will remain responsible for ensuring that the Training Program is delivered in accordance with this Agreement.

16. Assignment

16.1. Partners may not assign, transfer, or delegate any of their rights or obligations under this agreement without the prior written consent of FUJIFILM.

16.2. FUJIFILM reserves the right to assign or transfer its rights and obligations under this Agreement to any Affiliate, FUJIFILM Group Company, or third party without prior notice, provided that such assignment does not materially affect the obligations owed to the Partner under this Agreement. Any unauthorized assignment by the Partner shall be deemed null and void.

17. Notices

All notices, requests, or communications under this agreement must be in writing and sent to the designated addresses or contacts provided by each party. Notices can be delivered by email, courier, or registered mail and will be considered received: (a) immediately upon confirmation if sent by email, (b) on the delivery date if sent by courier, or (c) three (3) business days after mailing if sent by registered mail. Each party must inform the other of any updates to their contact information.

18. Relationship Between the Parties

Except for FUJIFILM employees participating in the Training Program, this Agreement establishes the relationship between FUJIFILM and the Partner as that of independent contractors. It does not create a partnership, joint venture, agency, or employment relationship. Neither party has the authority to act for or bind the other unless specifically agreed to in writing. Each party is responsible for its own actions and obligations.

19. Force Majeure

Neither party shall be held liable for any delay or failure to fulfill its obligations under this agreement due to events beyond its reasonable control, including but not limited to natural disasters, pandemic, acts of government, war, terrorism, labor strikes, or interruptions in utilities or communication services ("Force Majeure Events"). The affected party must promptly notify the other party in writing of the Force Majeure Event and make reasonable efforts to resume performance as soon as possible. If the Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement by providing written notice.

20. Liability

FUJIFILM shall in no event be liable for any loss of profits, anticipated savings, revenue, business, loss or corruption of data, loss of use, loss of goodwill, loss due to delay or any indirect or consequential loss or damage whatsoever. FUJIFILM's aggregate liability, whether in contract, tort, breach of statutory duty or otherwise, shall not exceed the fees paid by the Partner for the specific Training Program related to the claim.

21. Occupational Health, Safety and House Rules

Partners participating in the Training Program are required to strictly adhere to all applicable safety policies, instructions, procedures, and regulations, including those in effect at the FUJIFILM site, as well as the established house rules. Compliance with these standards is mandatory for all participants. FUJIFILM reserves the right to terminate the Agreement or interrupt the Training Program in the event of any non-compliance with these safety requirements or house rules.

22. Governing Law and Final Provisions

22.1. All disputes arising from or in connection with this Agreement will be subject to the exclusive jurisdiction of the competent court of Zeeland-West-Brabant, the Netherlands.

22.2. This Agreement shall be governed by Dutch Law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

22.3. FUJIFILM reserves the right to modify, update, or amend this Agreement at any time to reflect changes in policies, applicable laws, or the operation of its Training Program. Updated terms and conditions will be made available to Partners, and continued participation in the Training Program following any such updates shall constitute acceptance of the revised terms.

23. Agreement to this Agreement

By signing up for a Training Program, the Partner agrees to the provisions of this Agreement and undertakes to abide by them throughout its participation in the Training Program.