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HTNG Certification Page

HTNG Certification Agreement

Issue 1.0 - 14 February 2007

This Certification Agreement ("Agreement") is made and entered into by and between the following Parties: The Open Group, Thames Tower, 37-45 Station Road, Reading, England, RG1 1LX, and the Supplier.

Whereas, the Supplier wishes to submit a product for certification in the HTNG Certification Program ("the Certification Program"); Whereas the product is uniquely defined in the Registration Form; and Whereas, The Open Group is the Certification Authority operating the Certification Program in accordance with the terms of the HTNG Certification Policy on behalf of HTNG.

Now therefore, in consideration of the mutual rights and obligations of the Parties set forth below, the Parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the following meanings:

Certification Policy	The "HTNG Certification Policy" document, as amended from time to time by HTNG, currently available at http://www.opengroup.org/htng/cert/ .
Certification Register	The official record of all Certified Products, which is maintained by the Certification Authority and made publicly available via the Internet.
Certification System Deficiency	An agreed error in the certification system, which is inhibiting the certification process. The certification system includes both the certification process and information systems provided to implement certification. A Certification System Deficiency is one possible outcome of a Problem Report.
Certified Product	A product that has successfully completed the certification process and for which the Supplier of such product has been notified in writing by the Certification Authority that certification has been achieved.
Conformance Requirements	A definition of the mandatory requirements a product must meet and any options it must implement in order to be considered conformant. Conformance Requirements are documented in a HTNG Product Specification.
HTNG	Hotel Technology Next Generation, a trade association incorporated in the state of Washington, USA, including its Affiliated Companies and successors, and on whose behalf The Open Group operates the HTNG certification program.
Interpretation	A decision made by the Specification Authority that elaborates or refines the meaning of a HTNG specification, or a standard or specification referenced by a HTNG specification. An Interpretation is one possible outcome of a Problem Report.
Person	Includes a body of persons whether or not incorporated.
Problem Report	A question of clarification, intent, or correctness of a specification, a Validation Procedure, or the Certification System, which, if accepted by the Specification Authority, will be resolved into an Interpretation, Validation Procedure Deficiency, or Certification System Deficiency respectively.
Registration Form	A web form completed by the Supplier to register a particular product for certification The form contains information on the Supplier and the product to be certified.
Specification Authority	HTNG, which is responsible for developing, maintaining, and interpreting the specification(s).
Validation Procedure Deficiency	An agreed error in a Validation Procedure, such as an error in a test suite causing it to produce an incorrect result code that impacts certification. A Validation Procedure Deficiency is one possible outcome of a Problem Report.

2. The Certification Authority's Obligations

Certification

The Certification Authority will audit all certification-related information provided by the Supplier, including the test suite results. The Certification Authority will check to make sure the submitted information demonstrates that the product passed the formal testing process and the product meets the applicable Conformance Requirements. The Certification Authority will complete the audit and notify the Supplier via electronic mail of the audit result within 6 business days of receipt of a complete submission. If an incomplete submission is received, the Supplier will be notified within 6 business days via electronic mail with a list of all the missing or incomplete items. Once the complete submission is received, the audit will resume, with an additional 6 business day turnaround.

If the audit indicates that the Conformance Requirements have been met, the Certification Authority will notify the Supplier via electronic mail of the successful certification. If the organization requested during the registration process to keep the certification confidential, then the Certification Authority will maintain confidentiality as per Clause 4, item iv. If a confidential period was not requested or the confidential period has ended, then the Certification Authority will enter the Certified Product into the Certification Register.

If the audit indicates that the Conformance Requirements have not been met, the Certification Authority will notify the Supplier via electronic mail of the deficiencies, which must be corrected within 60 calendar days for certification to be successful. The certification fee covers only one set of corrective actions and resubmission. A further fee may apply for additional work beyond this.

Renewal

After a product has been successfully certified and is due for certification renewal, the Certification Authority will send a renewal reminder notice by electronic mail to the Supplier at or about 70 calendar days but no less than 60 calendar days prior to the renewal due date.

Anonymity of Appeals

In the event that the Supplier desires to appeal a decision made by the Certification Authority or HTNG by invoking the appeals process defined in the Certification Policy, and wants the appeal to be anonymous, the Certification Authority will facilitate an anonymous review on behalf of the Supplier.

3. The Supplier's Obligations

In addition to providing the certification-related information as part of the registration process, the Supplier undertakes to answer all reasonable additional questions the Certification Authority may raise.

Registration and Payment

The Supplier must complete a web-based registration form, thoroughly defining the product to be certified. To complete the submission, the Supplier must formally accept the terms of this Agreement, by clicking on the "I accept" button below, and authorize payment of the applicable certification fees when due.

Payment is required to complete the registration process. Payment may either be by credit card, at the time of registration, or by check or wire transfer received by the Certification Authority in advance of registration. The Certification Authority will not process the registration until payment has been received.

Validation

Validation must be completed using a currently authorized version of the self-validation questionniare(s) or test suite(s). The CA will maintain a list of the current version(s) of each self-validation questionnaire and test suite valid for use in the Certification Program at http://www.opengroup.org/htng/cert/docs/validation.html. This web page will also include directions on how to obtain the self-validation questionnnaires and test suites.

Certification

After completing formal testing, the Supplier agrees to provide the validation results, which may include a completed self-validation questionnaire or test suite results, to the Certification Authority, along with references to all relevant Interpretations, Validation Procedure Deficiencies, or Certification System Deficiencies to explain all non-passing validation procedures. The Supplier also agrees to comply with the Certification Authority's reasonable requests for clarification or rework regarding the completeness, correctness, or consistency of the information provided.

Warranty of Conformance

By clicking the "I accept" button below, the Supplier hereby warrants and represents that the product identified in the Registration Form, as entered in the web-based certification system, meets the Conformance Requirements at the time of certification and will continue to meet the Conformance Requirements throughout the time in which the product is certified, in accordance with the Certification Policy. If the Supplier fails to ensure continued conformance with the Conformance Requirements, the Certification Authority may revoke the certification. For the avoidance of doubt, any demonstrable shortfall with respect to the conformance requirements is grounds for withdrawal of certification, whether or not that shortfall is apparent from the certification and validation process itself.

Renewal

During the period of this Agreement, renewal of certification by the Supplier is required periodically at intervals defined in the Certification Policy. Failure to renew by the renewal date listed on the Certification Register will result in removal of the Certified Product from the Certification Register. Renewal incurs a renewal fee.

4. Confidentiality

The Certification Authority shall, except where a provision of this Agreement provides otherwise, maintain in confidence all information the Supplier discloses to the Certification Authority in relation to HTNG certification. No license, express or implied, under any trademark or copyright is granted by the Supplier to the Certification Authority by virtue of such disclosure and the Certification Authority shall not use any such information except for the purposes of this Agreement. The Certification Authority's obligations under this sub-clause shall be limited to taking such steps as it ordinarily takes to preserve the most important of its own confidential information. The obligations of non-disclosure and non-use set out in this Agreement shall not apply to any item of information which:
1. Is in the public domain at any time (but without prejudice to any Person's rights of action against another Person who wrongfully causes or permits such information to be in the public domain),
2. Was rightfully in the receiving Person's possession without obligation of confidence prior to its disclosure pursuant to this Agreement, or is subsequently independently developed by the receiving Person's employees having no access to the information disclosed hereunder,
3. Is subsequently rightfully obtained without obligation of confidence by the receiving Person from a source other than the Supplier as evidenced by written records,
4. Is required to be disclosed by order of any court of competent jurisdiction,
PROVIDED that no right or interest under any license, patent, or otherwise shall be acquired by the recipient of any information by virtue of the application of this clause.
Information regarding the results of using the self-validation questionniare(s) and test suite(s) shall not be disclosed in any publicly available document or to any third party by the Certification Authority, the Supplier, or any party acting on the Supplier's behalf.
The Certification Authority may disclose the Supplier's confidential information to those of its employees who reasonably require to have access to such information. However, the Certification Authority may not disclose the Supplier's confidential information to any employee of a member company in The Open Group or HTNG, unless another exception to the obligations under this sub-clause applies. For the avoidance of doubt, the Certification Authority may disclose the Supplier's confidential information to the Supplier's employees, or employees of any party acting on the Supplier's behalf.
To enable the Supplier to keep the fact of certification confidential for a period of up to six months from the date of written notice via electronic mail by the Certification Authority that the product has achieved certification, the Supplier's identity, the fact of certification, and the name of the Certified Product (the Certification Information) will be kept subject to the disclosure and use restrictions set out in this clause. During this period, the Supplier may not publicly claim that the Certified Product is or has been HTNG certified, or make any representation of the Certified Product's conformance with the HTNG Product Specification(s) without first informing the Certification Authority that the confidential period has expired. Certification Information will cease to be held confidential upon the earlier of written notice via electronic mail by the Supplier that the confidential period has expired or at the end of the six-month period, provided that the Supplier has not requested withdrawal and deletion of such information.
Except for disclosure to the Certification Authority for the purpose of HTNG certification, the results of conformance testing and any other information about the Certified Product obtained during the validation process shall be held confidential.

5. Liability and Indemnity

Liability

THE SUPPLIER ACKNOWLEDGES THAT BECAUSE OF THE SPECIAL NATURE OF THE CERTIFICATION AUTHORITY IT IS REASONABLE FOR THE CERTIFICATION AUTHORITY TO EXCLUDE LIABILITY AS SET OUT BELOW AND FOR THE SUPPLIER TO TAKE MEASURES, INCLUDING INSURANCE WHERE APPROPRIATE, TO MITIGATE OR PREVENT ANY POTENTIAL LOSSES THAT MAY ARISE (PROVIDED THAT SUCH MEASURES ARE NOT IN BREACH OF THIS AGREEMENT).

THE CERTIFICATION AUTHORITY ON ITS OWN BEHALF AND ON BEHALF OF ITS OFFICERS, EMPLOYEES AND AGENTS HEREBY EXCLUDES ALL LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR NON-USE BY ANY PERSON OF ANY INFORMATION PROVIDED BY THE CERTIFICATION AUTHORITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. IN NO EVENT SHALL THE CERTIFICATION AUTHORITY BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, CONTRACTS, PRODUCTION OR USE).

Indemnity

The Supplier shall indemnify and hold harmless the Certification Authority together with its officers, servants, agents, subcontractors, and shareholders of the Certification Authority and their servants when engaged in activities on behalf of the Certification Authority but only to the extent that they are acting in that capacity (together the ''Indemnified'') against any and all demands, claims, and liability for direct losses, damages, settlements, and costs (including lawyers' fees) of any nature whatsoever asserted against or suffered by the Indemnified, but limited to demands and claims from a third Person, and liability incurred from such demands, and claims arising out of the Supplier's manufacture, use, or supply of the Certified Products, provided that:

Any such demand and claim is based on the Certification Program under this Agreement and not caused by any criminal action, gross negligence, or tort by the Indemnified,
The Indemnified notifies the Supplier within ten days of any such demand and claim, and refrains from any action on account of such demand and claims which may prejudice the Supplier, and
The Supplier is given full authority and sole control to defend and settle any such demands and claims.

The Certification Authority shall take all reasonable steps to limit such damage or loss.

No provision of this clause shall apply in any circumstances or in respect of any liability or class of liability to the extent that it may not apply in accordance with applicable law. In the event of such a provision being held to be inapplicable or invalid the Parties will make such amendments to this Agreement by the addition or deletion of wording, or otherwise, so as to remove the inapplicable or invalid part of the provision but otherwise retain the provision to the extent permissible under applicable law.

6. General

Entire Agreement

This Agreement including any documents referred to therein (as amended from time to time) together with all other forms relating to this Agreement submitted and accepted by both Parties constitutes the entire agreement and supersedes all prior oral or written agreements, understandings, or arrangements between the Parties relating to such subject matter. Neither Party shall be entitled to rely on any agreement, understanding, arrangement, or representation relating to the subject matter of this Agreement which is not expressly contained in this Agreement and no change may be made to this Agreement except in writing and signed by duly authorized representatives of both Parties.

Waiver of Rights under this Agreement

No failure or delay on the part of either of the Parties to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy as the case may be.

Notices

Any notice or other document to be given under this Agreement shall be in writing in the English language and, except in circumstances where this Agreement specifically provides for notices by electronic mail, shall be deemed to have been duly given if sent by hand, or by recorded delivery, or registered post, or by facsimile (subsequently confirmed by post) to a party at the specified address for that party, unless a different address has been notified to the other in writing for this purpose. The specified address for the Certification Authority is the address set out above, and the specified address for the Supplier is the address provided on the Registration Form for the Authorized Signatory, as entered into the web-based certification system. Notices shall be deemed to have been received by the addressee within 72 hours of posting as above or within 24 hours if sent by hand or facsimile to the addressee's correct address.

Interpretation

The headings in this Agreement are inserted only for convenience and shall not affect its construction.

Where appropriate words denoting the singular only shall include the plural and vice versa.

Term and Termination

This Agreement comes into effect at the date of acceptance by the Supplier and will expire only if explicitly terminated:

At any time upon six months' written notice by either Party to the other; or
If a period of 30 days has elapsed from one Party notifying the other Party of a breach of this Agreement, or of the terms of the Certification Policy, and such a breach has not been rectified to the satisfaction of the other Party.

Notwithstanding the termination of this Agreement for any reason, the obligations of non-disclosure in respect of any confidential information disclosed prior to such termination shall survive for a period of five years following such termination.

Governing Law

This Agreement shall be governed by the laws of England and the Parties hereby submit to the non-exclusive jurisdiction of the English courts.

7. Fees

The Fees described at http://www.opengroup.org/htng/cert/docs/HTNG_Fee_Schedule.html are quoted net of all applicable taxes and duties which, where appropriate, will be payable by the Supplier to the Certification Authority (or to the relevant tax authorities as applicable) in addition.

Payment

The Certification Authority will charge the applicable certification fee upon submission of a completed product registration. The Supplier agrees to incur the applicable fee for each such product registration.

Fees are payable in U.S. dollars and will be debited against the credit card provided to the Certification Authority in the web- based certification system (unless prior arrangement has been made with the Certification Authority for an alternate form of payment). Fees are non-refundable.

8. Execution

By clicking on the "I accept" button below, the Supplier:

Hereby acknowledges reading and understanding of this agreement;
Agrees to be bound by the terms of the Certification Policy and this Certification Agreement;
Warrants and represents that all products which share the Product Name defined in the Registration Form, as entered in the web-based certification system, meet the applicable Conformance Requirements;
Warrants that NO MATERIAL CHANGES have been made to this Agreement since it was made available to the Supplier by the Certification Authority in an electronic format;

and by clicking on the "I accept" button below, the Supplier agrees that all these obligations, and those described in the Confidentiality and Indemnity clauses of this Agreement shall survive the termination of this Agreement.

[ I Accept] ¹

Footnotes:
1. Please note that this is a copy of the agreement. The "I Accept" button is active only within the HTNG Web Certification System.

Revision History:

Issue	Date	Change History
1	14 February 2007	First release.