This End-User Licence Agreement (“EULA”) sets out the rules governing the use of the MyLearningDay platform, the terms of the licence grant, technical requirements, support rules and service levels under the SaaS model.
The EULA forms part of the Agreement entered into between 2BITS and the Customer. Use of the Platform constitutes the Customer’s acceptance of this EULA and the Customer’s undertaking to ensure that Users use the Platform in accordance with its provisions.
The EULA does not govern commercial terms, payments or the rules for terminating the Agreement unless it expressly refers to the Terms of Service or the Order.
For the purposes of this EULA, the following terms have the meanings set out below:
The EULA governs the use of the Platform, licence terms, technical requirements, support and the SLA. The rules for entering into and terminating the Agreement, payments, the liability of the Parties and other terms of cooperation are set out in the Terms of Service.
In the event of any conflict between the documents comprising the Agreement, the following order of precedence applies:
The Privacy Policy is provided for information purposes and does not form part of the Agreement. To the extent that 2BITS processes personal data on behalf of the Customer, the DPA applies.
For the term of the Agreement and within the limits arising from the Order, 2BITS grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Platform in accordance with the Agreement, the Order, the Documentation and this EULA.
The licence covers only the use of the Platform for the purposes of the Customer’s activities and the activities of entities expressly covered by the Order. The scope of the licence may be limited, in particular, by the number of Users, number of active accounts, selected modules, storage space, number of environments, scope of integrations or other parameters specified in the Order.
Under the SaaS model, the Customer receives the right to access the Platform via the Internet. The Customer does not acquire the right to install, copy or distribute the source code or executable code of the Platform.
Under the On-Premises model, the Customer receives the right to install and operate the Platform solely within the infrastructure specified in the Order and to the extent set out in the Agreement.
Unless the Order provides otherwise, the On-Premises licence covers one production environment and the agreed test and development environments. The Customer may not move the installation to different infrastructure without prior agreement with 2BITS.
The grant of the licence does not transfer to the Customer any economic copyrights, rights to source code, trademarks, know-how or other intellectual property rights of 2BITS or its licensors.
The Customer is responsible for the proper creation, assignment, safeguarding and deletion of User accounts and for ensuring that the permissions granted correspond to Users’ needs and duties.
User accounts are individual. The Customer may not permit account sharing unless a particular feature or account type is expressly designated for sharing in the Documentation.
The Customer should promptly block the accounts of persons who are no longer authorised to use the Platform and update roles and permissions when the scope of a User’s duties changes.
The Customer is responsible for activities carried out through its Environment, Customer Administrator accounts and User accounts, except for activities resulting solely from a culpable security breach on the part of 2BITS.
The Customer and Users may use the Platform only for its intended purpose and in accordance with the Agreement, the Documentation and applicable law.
In particular, it is prohibited to:
2BITS and its licensors retain all rights in the Platform, Documentation, interfaces, modules, code, databases, data structures, operating methods, designs, trademarks, trade names and other intellectual property related to MyLearningDay.
The Customer does not acquire rights in solutions, features, general configurations, fixes, updates or extensions to the Platform developed by 2BITS, including where they were developed in connection with the Customer’s requests, suggestions or needs, unless the Parties expressly agree otherwise.
The Customer may submit suggestions concerning the development of the Platform. 2BITS may use such suggestions without restriction, provided that this does not disclose the Customer’s confidential information or Customer Content.
The Customer retains all rights in Customer Content and Customer Data. 2BITS does not acquire ownership rights in them.
For the period and to the extent necessary to perform the Agreement, the Customer grants 2BITS a nonexclusive right to host, copy, process, transmit, display and technically modify Customer Content and Customer Data solely to the extent necessary to provide, secure, maintain and improve the Services in accordance with the Agreement. This right does not include using Customer Content for purposes unrelated to the performance of the Agreement.
The Customer is responsible for the lawfulness of Customer Content, holding the required rights, licences and consents, and ensuring that its use of the Platform complies with applicable law. Detailed rules governing liability for Customer Content are set out in the Terms of Service.
2BITS may create aggregated or anonymised statistical data concerning the operation and use of the
Platform, provided that such data does not allow the Customer, Users or natural persons to be identified. Such data may be used for security, analytics, product development and service-quality improvement purposes.
Under the SaaS model, 2BITS provides hosting, maintenance and technical administration of the Platform to the extent specified in the Agreement. The Platform may be hosted by 2BITS or by infrastructure providers acting on its behalf.
2BITS may install updates, security patches, interface changes and new versions of the Platform. Updates may change the appearance or operation of individual features, provided that they do not materially reduce the core features purchased by the Customer, unless the change is necessary for legal, security or technological reasons.
2BITS performs backups in accordance with its applicable technical procedures and security policy. Backups are intended primarily to restore the Platform following a Failure and do not replace the Customer’s obligation to retain its own copies of source materials where required by the nature of the data.
The scope, frequency and retention period of backups may be specified in the Order or in the technical terms for provision of the Service agreed with the Customer.
The Customer may export Customer Data using features available within the Platform or instruct 2BITS to prepare an export as an additional service where the standard features do not provide the required scope.
Before the Agreement or Subscription Period ends, the Customer should export the Customer Data it requires. Unless the Order, the DPA or mandatory law provides otherwise, Customer Data will remain available for 30 calendar days after access to the Platform ends. After that period, it may be permanently deleted or irreversibly anonymised.
Under the On-Premises model, the Customer is responsible for providing and maintaining infrastructure that meets the technical requirements specified by 2BITS, including operating systems, databases, networks, storage, certificates, backups and security mechanisms.
The Platform is installed, configured and updated by the Party specified in the Order. Where these tasks are performed by the Customer, the Customer is responsible for their proper performance in accordance with the Documentation.
2BITS may make the provision of support conditional upon the Customer using a currently supported version of the Platform and installing required security patches.
Under the On-Premises model, the Customer is responsible for infrastructure security, administrative access management, system updates, network protection, backups, monitoring and recovery following a Failure unless the Order expressly assigns specific tasks to 2BITS.
Where the provision of support requires access to the Customer’s environment, the Customer will provide 2BITS with secure and restricted service access for the period necessary to perform the agreed activities.
The SLA set out in Section 12 does not cover the availability or configuration of On-Premises infrastructure or components under the Customer’s control. Response times may apply to software support where specified in the Order.
The Platform may enable integration with third-party services, including identity management systems, email, payments, videoconferencing, HR systems, content repositories, SCORM, LTI, APIs and other solutions.
Use of a third-party service may require entering into a separate agreement, accepting terms and conditions or paying additional fees directly to that third party.
2BITS is not responsible for the availability, security, operation, modification or discontinuation of thirdparty services unless the Agreement expressly provides otherwise.
The Customer is responsible for the proper configuration of integrations, the scope of data transferred and having appropriate legal bases and authorisations to use third-party services.
The Platform may provide artificial intelligence or automation features to support Users in their work. These features are auxiliary in nature and may generate outputs that require verification.
The Customer is responsible for assessing the accuracy and suitability of outputs and ensuring appropriate human oversight before they are used.
Unless the Parties agree otherwise, 2BITS does not use Customer Content or Customer Data to train general-purpose AI models.
The SLA applies to the production Environment of the Platform provided under the SaaS model unless the Order provides otherwise.
The SLA does not cover demonstration, test, pilot or development environments or versions made available free of charge.
2BITS provides monthly availability of the production Environment of the Platform under the SaaS model of at least 99.0%, unless the Order specifies a higher level.
Platform availability is calculated as the percentage of time during which the SaaS production environment is available, taking into account the exclusions set out in this SLA.
Availability = (total time in the relevant calendar month – downtime counted under the SLA) / total time in the relevant calendar month × 100%.
The following are excluded when calculating availability:
If the minimum availability level specified in this Section is not met, the Customer may request a service credit in accordance with Section 12.8.
2BITS may perform scheduled maintenance during Maintenance Windows. The Customer will be given reasonable advance notice, generally no fewer than 48 hours, of work that may cause material unavailability.
Emergency work may be performed without observing the above notice period where necessary to protect the Platform, Customer Data or Users.
Unless the Order provides otherwise, the maximum Initial Response times are:
The Initial Response time is calculated only during Business Hours and means the period from proper registration of a support request until 2BITS confirms its receipt and begins analysing it. It is not a guaranteed time for resolving the Incident or restoring the full functionality of the Platform.
P1 requests should be submitted through the support channel specified by 2BITS and include a description of the impact on the Customer’s business, examples of errors, the time of occurrence and data enabling analysis.
The Customer should ensure the availability of a technical contact or Customer Administrator authorised to cooperate with 2BITS while the P1 request is being handled.
Requests submitted outside Business Hours are deemed received at the beginning of the next Business Hours unless the Order provides for support outside Business Hours or a 24/7 service.
2BITS takes action to restore the operation of the Platform as soon as reasonably possible. A resolution may consist of a permanent fix, update, configuration change or temporary workaround enabling continued use of the Platform.
A service credit is the Customer’s exclusive remedy for failure to meet the availability level specified in Section 12.2, except where limiting such a claim would be prohibited under applicable law.
To qualify for a service credit, the Customer must submit a request within 30 days after the end of the calendar month in which the availability level was not met, together with information enabling the request to be verified.
If, following verification, 2BITS confirms that the minimum availability level specified in Section 12.2 was not met, the Customer is entitled to a service credit equal to:
The monthly Subscription value means 1/12 of the fees payable for an annual Subscription Period or the fees payable for one month where the Subscription was purchased for a period shorter than 12 months.
A service credit is applied by reducing the fees payable for the next Subscription Period or for other Services provided by 2BITS to the Customer, in particular implementation, training, consulting, development or maintenance services.
A service credit is not payable in cash, refundable or exchangeable for any other monetary benefit.
A service credit must be used within 12 months after it is granted. It expires after that period unless the Parties agree otherwise.
Where the Order provides for a higher Platform availability level or different rules for calculating service credits, the provisions of the Order take precedence.
The SLA does not cover issues resulting from:
2BITS provides technical support to the extent specified in the Order. Support includes, in particular, receiving and analysing requests concerning the operation, errors and configuration of the Platform.
Unless the Parties agree otherwise, support does not include:
2BITS may require the Customer to provide diagnostic information, logs, screenshots, user identifiers or other data necessary to analyse a request, subject to data protection and confidentiality requirements.
2BITS implements technical and organisational measures appropriate to the nature of the Platform, the scope of data processed and the risk. Security information may be provided to the Customer in the course of entering into or performing the Agreement, subject to confidentiality requirements.
The Customer may request standard security information, certificates, audit results or security questionnaires. The information made available may be subject to confidentiality obligations.
An audit requiring non-standard involvement of 2BITS personnel, access to systems or preparation of additional documentation may require separate agreement on its scope, timing and costs.
The Customer may not conduct penetration tests, vulnerability scans or other security tests of the Platform without the prior written consent of 2BITS and agreement on the test rules.
Each Party processes personal data for which it is the controller in accordance with applicable law.
Information on the processing of personal data by 2BITS as a controller is provided in the Privacy Policy.
Where 2BITS processes personal data on behalf of the Customer in connection with the provision of the Services, the rules governing such processing, including its subject matter and duration, nature and purpose, types of personal data, categories of data subjects and the rights and obligations of the Parties, are set out in the DPA.
2BITS implements appropriate technical and organisational measures to protect data processed under the SaaS model. The Customer is responsible for the proper configuration of the Environment, the scope of entrusted data, the management of User permissions and ensuring that its use of the Platform complies with applicable law.
Under the On-Premises model, the allocation of security responsibilities is set out in the Order, provided that the Customer is responsible at least for the infrastructure and configuration components under its control.
Each Party undertakes to protect the other Party’s confidential information and use it solely for the purpose of entering into and performing the Agreement. Access to confidential information may be granted only to persons who require it to perform the Agreement and are bound by confidentiality obligations.
The confidentiality obligation does not apply to information that has lawfully entered the public domain, was lawfully known to the receiving Party before disclosure, was lawfully obtained from a third party or was independently developed without using the other Party’s confidential information.
Where disclosure is required by law or a competent authority, the disclosing Party will limit the disclosure to the minimum necessary and, where legally permissible, inform the other Party in advance.
2BITS may temporarily suspend access to the Platform to the extent necessary to protect the security of the Platform, Customer Data, Users or third parties where:
Where possible, 2BITS will inform the Customer of the reasons for the suspension and allow the Customer to remedy the breach. Access will be restored once the reasons for suspension have ceased to apply, unless there are grounds for terminating the Agreement.
When the Agreement ends or the right to use the Platform expires, the Customer and Users lose the right to access the Platform, subject to any agreed data export period and obligations arising under the DPA or applicable law.
Under the On-Premises model, the Customer will cease using the Platform and delete all copies of the software unless the Parties agree on another method of terminating the licence.
Provisions concerning intellectual property, confidentiality, data protection, liability, settlements and other rights and obligations that by their nature should survive the end of the Agreement remain in force.
2BITS may update the EULA in the circumstances and in accordance with the rules specified in the Terms of Service, in particular in connection with changes in applicable law, development of the Platform, technological changes or security requirements.
Changes materially affecting the Customer’s rights or obligations will be communicated with reasonable advance notice in accordance with the Terms of Service or the Agreement.
Changes do not affect individual terms specified in the Order unless the Parties agree otherwise.
Any matters not regulated in the EULA are governed by the Terms of Service, the Order and applicable law.
The invalidity or ineffectiveness of any provision of the EULA does not affect the validity of the remaining provisions. The Parties will replace the invalid provision with a solution that reflects its economic and legal purpose as closely as possible.
The Customer may not assign any rights or obligations under the EULA without the prior consent of 2BITS, except where expressly permitted by the Terms of Service or the Agreement.
The provision and use of the Platform are jointly governed by the documents applicable to the relevant Customer:
The Privacy Policy is an informational document describing the processing of personal data by 2BITS as a controller and does not form part of the Agreement.
