Thank you for visiting this website controlled by Micro Focus International Limited and/or any of its group companies or affiliates (“We,” “Our,” “Us” or “Micro Focus”).
These Website Terms of Use are a legal contract between you (“You” or “Your”) and Us. They govern Your use of Our Website and all the text, data, information, software, graphics, logos, photographs, and more (“Materials”), as well as any services, that We make available or provide through Our Website. The terms “We,” “Our,” “Us” and “Micro Focus” may also, as the context requires, include certain of Our licensors and suppliers.
YOU CANNOT USE OUR WEBSITES IF YOU DO NOT UNDERSTAND AND ACCEPT THESE WEBSITE TERMS OF USE. YOUR USE OF OUR WEBSITE INDICATES THAT YOU HAVE READ AND ACCEPT THESE WEBSITE TERMS OF USE.
These Website Terms of Use apply to any and all use of Our Website, including use through any account that You may set up through or on Our Website. Some Materials will only be available to You if You have an appropriate account. You agree to (i) provide true, accurate, current, and complete information in connection with Your use of Our Website and (ii) obtain and maintain all equipment, services and software needed for access to and use of Our Website. You are responsible for maintaining the confidentiality of Your passwords. If You suspect Your password or other security information for Our Website has been breached in any way, please notify Us promptly. We reserve the right to require that You change Your password or restrict Your access to Our Website as We deem reasonably necessary.
You must not (i) attempt any unauthorized access to Our Website, the server on which it is stored, or any server, computer, or database to which it is connected to Our site or (ii) attack Our Website via a denial-of-service attack or a distributed denial-of-service attack. Breach of this provision may constitute a criminal offence under applicable laws. We may report any such breach to the relevant law enforcement authorities, cooperate with those authorities, and disclose your identity to them.
We may collect certain personal information about You solely in connection with Your access and use of Our Website. Our use of that information is governed by the provisions of Our Privacy and Cookie Notice.
Micro Focus International Limited and its affiliates, and their licensors and suppliers, own all intellectual property rights in all Materials, as well as their arrangement, on Our Website. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any Material is strictly prohibited without Our express written consent or that of the copyright owner.
We grant You a limited, personal, revocable, non-sublicensable, non-exclusive and non-transferable license to use and to display the Materials solely (i) in connection with Your use of Our Website for Your personal and internal business purposes as a customer or potential customer of Micro Focus ("Permitted Uses") and (ii) conditioned on Your compliance with these Website Terms of Use. If You are using our Website on behalf of a business, you represent that the business accepts and is subject to these Website Terms of Use. You have no other rights in Our Website or any Materials. Except as expressly permitted, you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, sell or in any way exploit Our Website or Materials in any manner and must retain Our copyright and other proprietary notices.
You or We may terminate Your use of Our Website at any time. Your use of Our Website will automatically terminate in the event You breach any of these Website Terms of Use. To clarify:
OUR WEBSITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR WEBSITE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO OUR WEBSITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
WE DO NOT PROMISE THAT THE WEBSITE IS FREE OF PROBLEMS OR ERRORS. Without limiting the generality of the foregoing, We make no warranty that Our Website will meet Your requirements or that Our Website will be uninterrupted, timely, secure, or error free or that defects in Our Website will be corrected. We make no warranty as to the results that may be obtained from the use of Our Website or as to the accuracy or reliability of any information obtained through Our Website. No advice or information, whether oral or written, obtained by You through Our Website or from Us or Our officers, directors, employees, or agents (collectively, "Micro Focus Parties") shall create any warranty.
In no event will We be liable, in connection with Our Website, for (i) any indirect, special, incidental, consequential, punitive or similar damages; loss of profits, business, data (including, but not limited to, personal data) or programs (including, but not limited to, the cost of recovery or replacement of such data or programs); loss, damage or any costs due to interruption, delay or inability to use any of Our products or services, even if informed of the possibility of such damages in advance or (ii) any amount greater than One Hundred Dollars ($100). However, nothing in this provision limits any liability which may not be excluded or limited by applicable law.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to You. To the extent that any Micro Focus Party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the Micro Focus Party's liability shall be the minimum permitted under such applicable law.
We may provide products (such as hardware or software), services (such as software subscription services, consulting, hardware maintenance or repair or software maintenance, installation, or training) or access via Our Website under the terms of a separate agreement between You and Us, such as a license agreement or separate terms of sale (each, an "Other Agreement"). Our obligations regarding any product, service, or access that We make available to You under any Other Agreement shall be governed solely by the Other Agreement under which such product, service or access is provided and these Website Terms of Use shall not be deemed or construed to alter the terms of any such Other Agreement. If there is an inconsistency between these Website Terms of Use and any Other Agreement, the Other Agreement will control. You are not granted any rights to download, install, or use any software that is supplied with or includes an end user license agreement unless you agree to the terms of such end user license agreement, whether presented to you before or after download. In the event software is provided without an end user license agreement, you may use the software solely for your personal, informational and non-commercial purposes.
For example, the use of any software that is made available to download from Our Website ("Software") is governed by the terms of the end user license agreement, if any, that accompanies or is included with the Software ("License Agreement"). You may not install any Software that is supplied with or includes a License Agreement unless You first have agreed to the License Agreement. If there is no License Agreement, then these Website Terms of Use will govern Your use of that Software.
We reserve the right to modify, suspend, or discontinue all or any part of Our Website and/or any products, programs, services and other offerings provided through or in connection with Our Website at any time without notice to You.
We suggest You consult Your local Micro Focus business contact for information regarding the products, programs, services and any other offerings that may be available to You via or in connection with Our Website.
Please refer to the OpenText Trademark and Logo Usage Policy.
For Your and Our convenience, Our Website includes various links to third-party websites which are not under Our control. If You follow these links, You will leave Our Website. We are not obligated to review any third-party websites that You link to from Our Website. We do not control, and are not responsible for, any of the third-party websites (or the products, services, or content available through them). We do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If You decide to access any of the third-party websites linked to from Our Website, You do so entirely at Your own risk and subject to the privacy policies and terms and conditions for those third-party websites (rather than these Website Terms of Use).
For Your convenience, You may create links to Our Website from other websites. Unless an express agreement states otherwise, You must comply with the following terms and all applicable laws if You provide anyone with a link to Our Website:
To the extent that Materials are downloaded for use by a department or agency of the U.S. government, or on its behalf by a prime contractor or subcontractor at any tier, consistent with the applicable provisions of the Federal Acquisition Regulation ("FAR") and supplements thereto, including the Department of Defense FAR Supplement ("DFARS"), commercial software, documentation and technical data for commercial items are licensed under Our standard commercial license terms.
We may administer Our Websites from Our offices in various jurisdictions, including the United States and United Kingdom. We make no representation that Our Websites are appropriate or available for use in other jurisdictions. Access to Our Websites from jurisdictions where its contents are illegal or restricted is prohibited. If you choose to access Our Websites, you do so on your own initiative and are responsible for compliance with applicable laws.
Materials available on Our Websites are subject to statutes, orders, or regulations which impose embargoes or control the export of goods, technology, software, supplies, and services, including weapons of mass destruction and arms, military, paramilitary and security equipment and dual-use items (items designed for civil use but which can be used for military purposes), and certain drugs and chemicals (collectively, "export controls"). You agree to comply with all export and re-export restrictions and regulations of the U.S. Departments of Commerce and Treasury and any other United States agencies and authorities, or those of other countries in connection with your use of Our Websites and to not, in violation of any laws, transfer, or authorize the transfer of, any Materials to a prohibited country or otherwise in violation of any laws. In particular, but without limitation, Materials may not, in violation of any laws, be exported, re-exported or otherwise transferred, directly or indirectly, to (i) embargoed or sanctioned countries or territories (currently Cuba, Iran, North Korea, Syria, Sudan and the Crimea Territory but subject to update as required from time to time by law and regulation) or to nationals and parties from those countries; (ii) any parties subject to trade control sanctions or blocking measures, including those designated on any of the lists of denied or restricted parties included in the United States Departments of State, Commerce and Treasury Consolidated Screening List (available at http://export.gov/ecr/eg_main_023148.asp) or by the European Union (EU) (available at https://data.europa.eu/euodp/en/data/dataset/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions); (iii) in breach of the United Kingdom's Export Control Order 2008 (as amended); or (iv) for use in the design, development, or production of nuclear, chemical, or biological weapons, or missile technology, or any other prohibited use. By accessing or downloading any Materials subject to any such restrictions and regulations, you represent and warrant that (a) you are not located in, under the control of, or a national or resident of any such country or on any such list, and (b) you are not located in or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria which list is subject to update as required from time to time by law and regulation, or (c) you are not restricted from receiving U.S. or U.K. goods; and that you will comply with all applicable U.S. and U.K. export laws and host country import laws.
You agree to indemnify, defend, and hold harmless the Micro Focus Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from violation of these Website Terms of Use by You or anyone using Your account. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by You and, in such case, You agree to cooperate with Our defense of such claim.
When You visit Our Website or send e-mails to Us, You are communicating with Us electronically. We may respond to You by e-mail or by posting notices on Our Website. You agree that all such notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing.
These Website Terms of Use, together with any additional terms to which You agree when using particular elements of Our Website, constitute the entire and exclusive and final statement of the agreement as between You and Us with respect to the subject matter hereof, superseding any prior agreements or negotiations between You and We with respect to the same. The Micro Focus Parties are third party beneficiaries with respect to the provisions in these Website Terms of Use that reference them.
These Website Terms of Use and disputes arising hereunder will be governed by and construed and interpreted in accordance with the Laws of the State of Delaware without giving effect to the principles of conflicts of law thereof. You and We irrevocably and unconditionally (i) consent to venue in the State of Delaware and to the exclusive jurisdiction of the state and federal courts in Delaware and (ii) waive any claims of forum non conveniens with respect to such venue. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Website Terms of Use.
The procedures set forth in this Article will apply to any dispute, controversy or claim, whether in contract, tort or otherwise, arising out of or relating hereto ("Dispute") and will be the sole and exclusive procedures in connection with any such Dispute. You and We irrevocably waive any right to commence any action in or before any governmental authority, except as expressly provided in these Website Terms of Use, and except to the extent provided under the U.S. Federal Arbitration Act, in the case of judicial review of arbitration results or awards. EXCEPT AS EXPRESSLY PROVIDED, YOU AND WE IRREVOCABLY WAIVE ANY RIGHT TO ANY TRIAL IN A COURT THAT WOULD OTHERWISE HAVE JURISDICTION OVER ANY DISPUTE.
Except as provided below, all Disputes shall be resolved through mandatory and binding arbitration. The arbitration shall take place in Santa Clara County, State of California before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Award may be entered in any court having jurisdiction. This clause shall not preclude Us from seeking equitable remedies as set forth below. The prevailing party in any legal proceeding shall recover its expenses in connection therewith, including reasonable attorney's fees. Except as required by applicable Law, the existence, content and result of all Dispute resolution proceedings will be confidential and will not be disclosed (other than to the extent required to enforce any agreement or award). You and We will each request that the arbitrator comply with such confidentiality requirement.
You acknowledge that, in the event You breach (or attempt or threaten to breach) Your obligations regarding Our intellectual property, We may be irreparably harmed and may proceed immediately to seek equitable relief from any court of competent jurisdiction. If a court of competent jurisdiction should find that You have breached (or attempted or threatened to breach) any such obligations, You agree that, without any additional findings of irreparable injury or other conditions to injunctive relief, You will not oppose the entry of an appropriate order compelling Your performance and restraining You from any further breaches (or attempted or threatened breaches).
Our Websites contain forward-looking statements that are subject to assumptions, risks and uncertainties associated with, among other items, the changing economic and business conditions in the countries, sectors and business segments in which We operate. These forward-looking statements involve a number of known and unknown risks and uncertainties, e.g., numerous assumptions regarding Our present and future business strategies and the environments in which We operate. They are not guarantees and may prove inaccurate. Actual outcomes could differ materially from those expressed or implied in these forward-looking statements. Please do not place undue reliance on these forward-looking statements. We disclaim any obligation to update or revise any of them, whether as a result of new information, future events or otherwise except as required by any applicable laws or regulations.
Our failure to exercise or enforce any right or provision of these Website Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Website Terms of Use is found by a court of competent jurisdiction to be invalid, You nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and that the other provisions of these Website Terms of Use remain in full force and effect. The section titles in these Website Terms of Use are for convenience only and have no legal or contractual effect. These Website Terms of Use shall remain in full force and effect notwithstanding any termination of Your use of Our Website. These Website Terms of Use will be interpreted without application of any strict construction in favor of or against You or Us. These Website Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Us without restriction.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice:
We may, in Our sole and absolute discretion, change these Website Terms of Use (including any other documents that are referenced in or linked to from these Website Terms of Use) from time to time. We will post notice of such changes on Our Website as applicable. If You object to any such changes, Your sole recourse shall be to cease using Our Website. Continued use of Our Website following notice of any such changes shall indicate Your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Certain provisions of these Website Terms of Use may be superseded by expressly-designated legal notices or terms located on particular pages of Our Website and, in such circumstances, the expressly-designated legal notice or term shall be deemed to be incorporated into these Website Terms of Use and to supersede the provision(s) of these Website Terms of Use that are designated as being superseded.
Please refer to OpenText Privacy Policy.
This Code of Conduct replaces the Standards of Business Conduct and The Worldwide Code of Business Conduct and Ethics.
Please refer to OpenText Code of Conduct.
Micro Focus International Limited (previously Micro Focus International Plc) (“Micro Focus”) makes this modern slavery and human trafficking statement under section 54(1) of the Modern Slavery Act 2015 (the “Act”). It confirms the actions Micro Focus took during the financial year ended 31 October 2022 (“FY22”) to ensure modern slavery is not taking place in any of our supply chains or any part of our business globally.
References to “modern slavery” in this statement follow the definition within the Act and include, but are not limited to, slavery, servitude, forced labour, child labour, human trafficking, and workplace abuse.
Micro Focus was acquired by Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX) (“OpenText”) on 31 January 2023. OpenText is a world leader in Information Management (“IM”), enabling organizations to gain insight through market leading information management solutions, powered by OpenText Cloud Editions.
With its headquarters in Waterloo, Canada, OpenText launched in 1991 originally as a project out of the University of Waterloo to create the first online version of the Oxford English Dictionary. OpenText has evolved over the years with the shifting digital landscape, acquiring companies and products along the way, and becoming a global leader in IM. For more information, please visit www.opentext.com.
Micro Focus, now part of OpenText, is a software company operating in a manner and sector in which we consider our employees to be at low risk of modern slavery. Our business does not involve intensive manual labour and we do not operate any manufacturing facilities. Our supply chain broadly consists of contract and outsourced workers (mostly professional consultants), telephone-based support services, and suppliers of goods and other services for our offices, such as stationery suppliers, caterers, office cleaners and marketing merchandise. We are committed to acting ethically and with integrity in all our business relationships, and to implementing and enforcing effective systems and controls to help ensure modern slavery does not take place anywhere in our business or supply chains.
The following policies were in place at Micro Focus throughout FY22 to reduce the risk of modern slavery in our business and supply chains.
Micro Focus' Code of Conduct outlines our commitment to observing the highest ethical standards to guide our business practices in several areas, including human rights. The Code of Conduct recognises that we must protect and respect human rights and work with our business partners and suppliers to do the same. It places the following obligations on employees to reduce the risk of modern slavery:
Micro Focus’ Anti-Slavery and Human Trafficking Policy confirms our zero-tolerance approach to modern slavery. Modern slavery is a crime and a violation of fundamental human rights and we are committed to ensuring there is transparency in our own business and approach to tackling modern slavery in our supply chain. Throughout FY22, the Anti-Slavery and Human Trafficking Policy applied to everyone working for or on behalf of Micro Focus in any capacity (including staff members, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third party representatives, and business partners) and encouraged employees to report any concerns immediately.
Micro Focus’ Global Human Rights Policy recognises that respecting human rights is a core value at Micro Focus, embedded in the way we do business. Micro Focus requires compliance with relevant legislation as well as to uphold and respect human rights as reflected in the United Nations Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises, the UN Global Compact and the UN Guiding Principles on Business and Human Rights, amongst others. These standards include ensuring that the rights of women and minority groups are protected and that employees can exercise their right to freedom of expression. We expect our employees, agents, suppliers, and business partners to support and respect the protection of human rights in line with our own ethical values and apply the same high standards to all company operations, regardless of geographic location.
Our relationships with our suppliers must be fully transparent, ethical and in line with the standards expected of our own employees. To this end, our Supplier Code of Conduct, implemented across the Micro Focus group worldwide, sets out the standards we require of our suppliers to reduce the risk of modern slavery. The Supplier Code of Conduct requires suppliers to comply with the Act, the commitments in this Modern Slavery and Human Trafficking statement, and the Anti-Slavery and Human Trafficking Policy in order to ensure that modern slavery does not take place in their business or supply chains. Suppliers are also required to make all necessary enquiries with their own suppliers and, to the extent reasonable, other parties in the supply chain.
Micro Focus’ Anti-Bribery and Corruption Policy requires our business to be conducted in an ethical, legal, and responsible manner, consistent with our zero-tolerance of slavery and human trafficking in all forms.
Our Whistleblowing Policy encourages a culture of openness and transparency across the business so our staff and suppliers can speak up where they feel our people or customers are at risk, or where areas of wrongdoing have been identified or are suspected. For the purposes of the Whistleblowing Policy, “wrongdoing” includes endangering the health and safety of any individual, as well as anything that would breach the Code of Conduct and related policies. It explains how to raise a concern, including by staff speaking to their manager, their manager’s manager, or relevant head of department. Staff and suppliers can also contact the Legal Department or, if anonymity is preferred, use an independent telephone and web reporting service (currently http://www.microfocus.com/speakup)
We remain committed to maintaining zero-tolerance of any form of modern slavery in our business or supply chains. We operate a risk-based approach which includes clearly informing our suppliers of our obligations under the Act and the ethical standards required of them.
We review our supply chain practices, systems, and controls on an ongoing basis to identify, assess, and monitor potential risk areas and find ways to further mitigate the risk of modern slavery occurring. We include requests for information on modern slavery and our supply chains in our Requests for Proposals. Some of the practices and controls we have implemented include:
Everyone at Micro Focus is encouraged to remain mindful of any modern slavery risks that may face the company, and to report any concerns using the appropriate channels immediately.
We aim to be a company with the highest level of ethical standards in how we treat our employees and do business with our partners, customers, and suppliers. In pursuit of this aim, we implement and enforce rigorous standards in our relationships with our suppliers, customers and partners and apply stringent due diligence requirements when entering any new association to prevent inappropriate, illegal, or corrupt behaviours or activities. For example, we screen prospective business partners to ensure that there are no red flags associated with the relevant partner from a compliance or modern slavery perspective.
Information on the importance of avoiding modern slavery and Micro Focus’ policies and procedures in this area is included in the annual Code of Conduct training. The Code of Conduct training is mandatory for all employees and includes a test which all employees must pass to complete the training.
To date, Micro Focus has not identified or received any reports that it has caused or contributed to slavery or human trafficking. Should any issues be identified in relation to slavery or human trafficking, we have appropriate processes in place throughout the company to enable remediation including our Whistleblowing Policy and whistleblowing telephone and web reporting service.
We will continue to review the effectiveness of the steps we are taking to identify any potential risk areas and remain committed to improving our practices and procedures to combat slavery and human trafficking. To the best of our knowledge, slavery and human trafficking do not exist in our organization or our supply chain.
This statement constitutes Micro Focus’ Modern Slavery and Human Trafficking statement for the financial year ended 31 October 2022. It was approved by the board of directors of Micro Focus International Limited on 27 June 2023.
Michael F. Acedo
Secretary For and on behalf of Micro Focus International Ltd
Executive Vice President, Chief Legal Officer and Corporate Secretary For and on behalf of OpenText
The OpenText Marketplace Terms of Service replaces the Micro Focus Marketplace Terms of Service. Please refer to OpenText Marketplace Terms of Service.
Thank you for visiting this website controlled by Micro Focus International Limited and/or any of its group companies or affiliates (“We,” “Our,” “Us” or “Micro Focus”).
These Website Terms of Use are a legal contract between you (“You” or “Your”) and Us. They govern Your use of Our Website and all the text, data, information, software, graphics, logos, photographs, and more (“Materials”), as well as any services, that We make available or provide through Our Website. The terms “We,” “Our,” “Us” and “Micro Focus” may also, as the context requires, include certain of Our licensors and suppliers.
YOU CANNOT USE OUR WEBSITES IF YOU DO NOT UNDERSTAND AND ACCEPT THESE WEBSITE TERMS OF USE. YOUR USE OF OUR WEBSITE INDICATES THAT YOU HAVE READ AND ACCEPT THESE WEBSITE TERMS OF USE.
These Website Terms of Use apply to any and all use of Our Website, including use through any account that You may set up through or on Our Website. Some Materials will only be available to You if You have an appropriate account. You agree to (i) provide true, accurate, current, and complete information in connection with Your use of Our Website and (ii) obtain and maintain all equipment, services and software needed for access to and use of Our Website. You are responsible for maintaining the confidentiality of Your passwords. If You suspect Your password or other security information for Our Website has been breached in any way, please notify Us promptly. We reserve the right to require that You change Your password or restrict Your access to Our Website as We deem reasonably necessary.
You must not (i) attempt any unauthorized access to Our Website, the server on which it is stored, or any server, computer, or database to which it is connected to Our site or (ii) attack Our Website via a denial-of-service attack or a distributed denial-of-service attack. Breach of this provision may constitute a criminal offence under applicable laws. We may report any such breach to the relevant law enforcement authorities, cooperate with those authorities, and disclose your identity to them.
We may collect certain personal information about You solely in connection with Your access and use of Our Website. Our use of that information is governed by the provisions of Our Privacy and Cookie Notice.
Micro Focus International Limited and its affiliates, and their licensors and suppliers, own all intellectual property rights in all Materials, as well as their arrangement, on Our Website. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any Material is strictly prohibited without Our express written consent or that of the copyright owner.
We grant You a limited, personal, revocable, non-sublicensable, non-exclusive and non-transferable license to use and to display the Materials solely (i) in connection with Your use of Our Website for Your personal and internal business purposes as a customer or potential customer of Micro Focus ("Permitted Uses") and (ii) conditioned on Your compliance with these Website Terms of Use. If You are using our Website on behalf of a business, you represent that the business accepts and is subject to these Website Terms of Use. You have no other rights in Our Website or any Materials. Except as expressly permitted, you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, sell or in any way exploit Our Website or Materials in any manner and must retain Our copyright and other proprietary notices.
You or We may terminate Your use of Our Website at any time. Your use of Our Website will automatically terminate in the event You breach any of these Website Terms of Use. To clarify:
OUR WEBSITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR WEBSITE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO OUR WEBSITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
WE DO NOT PROMISE THAT THE WEBSITE IS FREE OF PROBLEMS OR ERRORS. Without limiting the generality of the foregoing, We make no warranty that Our Website will meet Your requirements or that Our Website will be uninterrupted, timely, secure, or error free or that defects in Our Website will be corrected. We make no warranty as to the results that may be obtained from the use of Our Website or as to the accuracy or reliability of any information obtained through Our Website. No advice or information, whether oral or written, obtained by You through Our Website or from Us or Our officers, directors, employees, or agents (collectively, "Micro Focus Parties") shall create any warranty.
In no event will We be liable, in connection with Our Website, for (i) any indirect, special, incidental, consequential, punitive or similar damages; loss of profits, business, data (including, but not limited to, personal data) or programs (including, but not limited to, the cost of recovery or replacement of such data or programs); loss, damage or any costs due to interruption, delay or inability to use any of Our products or services, even if informed of the possibility of such damages in advance or (ii) any amount greater than One Hundred Dollars ($100). However, nothing in this provision limits any liability which may not be excluded or limited by applicable law.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to You. To the extent that any Micro Focus Party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the Micro Focus Party's liability shall be the minimum permitted under such applicable law.
We may provide products (such as hardware or software), services (such as software subscription services, consulting, hardware maintenance or repair or software maintenance, installation, or training) or access via Our Website under the terms of a separate agreement between You and Us, such as a license agreement or separate terms of sale (each, an "Other Agreement"). Our obligations regarding any product, service, or access that We make available to You under any Other Agreement shall be governed solely by the Other Agreement under which such product, service or access is provided and these Website Terms of Use shall not be deemed or construed to alter the terms of any such Other Agreement. If there is an inconsistency between these Website Terms of Use and any Other Agreement, the Other Agreement will control. You are not granted any rights to download, install, or use any software that is supplied with or includes an end user license agreement unless you agree to the terms of such end user license agreement, whether presented to you before or after download. In the event software is provided without an end user license agreement, you may use the software solely for your personal, informational and non-commercial purposes.
For example, the use of any software that is made available to download from Our Website ("Software") is governed by the terms of the end user license agreement, if any, that accompanies or is included with the Software ("License Agreement"). You may not install any Software that is supplied with or includes a License Agreement unless You first have agreed to the License Agreement. If there is no License Agreement, then these Website Terms of Use will govern Your use of that Software.
We reserve the right to modify, suspend, or discontinue all or any part of Our Website and/or any products, programs, services and other offerings provided through or in connection with Our Website at any time without notice to You.
We suggest You consult Your local Micro Focus business contact for information regarding the products, programs, services and any other offerings that may be available to You via or in connection with Our Website.
Please refer to the OpenText Trademark and Logo Usage Policy.
For Your and Our convenience, Our Website includes various links to third-party websites which are not under Our control. If You follow these links, You will leave Our Website. We are not obligated to review any third-party websites that You link to from Our Website. We do not control, and are not responsible for, any of the third-party websites (or the products, services, or content available through them). We do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If You decide to access any of the third-party websites linked to from Our Website, You do so entirely at Your own risk and subject to the privacy policies and terms and conditions for those third-party websites (rather than these Website Terms of Use).
For Your convenience, You may create links to Our Website from other websites. Unless an express agreement states otherwise, You must comply with the following terms and all applicable laws if You provide anyone with a link to Our Website:
To the extent that Materials are downloaded for use by a department or agency of the U.S. government, or on its behalf by a prime contractor or subcontractor at any tier, consistent with the applicable provisions of the Federal Acquisition Regulation ("FAR") and supplements thereto, including the Department of Defense FAR Supplement ("DFARS"), commercial software, documentation and technical data for commercial items are licensed under Our standard commercial license terms.
We may administer Our Websites from Our offices in various jurisdictions, including the United States and United Kingdom. We make no representation that Our Websites are appropriate or available for use in other jurisdictions. Access to Our Websites from jurisdictions where its contents are illegal or restricted is prohibited. If you choose to access Our Websites, you do so on your own initiative and are responsible for compliance with applicable laws.
Materials available on Our Websites are subject to statutes, orders, or regulations which impose embargoes or control the export of goods, technology, software, supplies, and services, including weapons of mass destruction and arms, military, paramilitary and security equipment and dual-use items (items designed for civil use but which can be used for military purposes), and certain drugs and chemicals (collectively, "export controls"). You agree to comply with all export and re-export restrictions and regulations of the U.S. Departments of Commerce and Treasury and any other United States agencies and authorities, or those of other countries in connection with your use of Our Websites and to not, in violation of any laws, transfer, or authorize the transfer of, any Materials to a prohibited country or otherwise in violation of any laws. In particular, but without limitation, Materials may not, in violation of any laws, be exported, re-exported or otherwise transferred, directly or indirectly, to (i) embargoed or sanctioned countries or territories (currently Cuba, Iran, North Korea, Syria, Sudan and the Crimea Territory but subject to update as required from time to time by law and regulation) or to nationals and parties from those countries; (ii) any parties subject to trade control sanctions or blocking measures, including those designated on any of the lists of denied or restricted parties included in the United States Departments of State, Commerce and Treasury Consolidated Screening List (available at http://export.gov/ecr/eg_main_023148.asp) or by the European Union (EU) (available at https://data.europa.eu/euodp/en/data/dataset/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions); (iii) in breach of the United Kingdom's Export Control Order 2008 (as amended); or (iv) for use in the design, development, or production of nuclear, chemical, or biological weapons, or missile technology, or any other prohibited use. By accessing or downloading any Materials subject to any such restrictions and regulations, you represent and warrant that (a) you are not located in, under the control of, or a national or resident of any such country or on any such list, and (b) you are not located in or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria which list is subject to update as required from time to time by law and regulation, or (c) you are not restricted from receiving U.S. or U.K. goods; and that you will comply with all applicable U.S. and U.K. export laws and host country import laws.
You agree to indemnify, defend, and hold harmless the Micro Focus Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from violation of these Website Terms of Use by You or anyone using Your account. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by You and, in such case, You agree to cooperate with Our defense of such claim.
When You visit Our Website or send e-mails to Us, You are communicating with Us electronically. We may respond to You by e-mail or by posting notices on Our Website. You agree that all such notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing.
These Website Terms of Use, together with any additional terms to which You agree when using particular elements of Our Website, constitute the entire and exclusive and final statement of the agreement as between You and Us with respect to the subject matter hereof, superseding any prior agreements or negotiations between You and We with respect to the same. The Micro Focus Parties are third party beneficiaries with respect to the provisions in these Website Terms of Use that reference them.
These Website Terms of Use and disputes arising hereunder will be governed by and construed and interpreted in accordance with the Laws of the State of Delaware without giving effect to the principles of conflicts of law thereof. You and We irrevocably and unconditionally (i) consent to venue in the State of Delaware and to the exclusive jurisdiction of the state and federal courts in Delaware and (ii) waive any claims of forum non conveniens with respect to such venue. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Website Terms of Use.
The procedures set forth in this Article will apply to any dispute, controversy or claim, whether in contract, tort or otherwise, arising out of or relating hereto ("Dispute") and will be the sole and exclusive procedures in connection with any such Dispute. You and We irrevocably waive any right to commence any action in or before any governmental authority, except as expressly provided in these Website Terms of Use, and except to the extent provided under the U.S. Federal Arbitration Act, in the case of judicial review of arbitration results or awards. EXCEPT AS EXPRESSLY PROVIDED, YOU AND WE IRREVOCABLY WAIVE ANY RIGHT TO ANY TRIAL IN A COURT THAT WOULD OTHERWISE HAVE JURISDICTION OVER ANY DISPUTE.
Except as provided below, all Disputes shall be resolved through mandatory and binding arbitration. The arbitration shall take place in Santa Clara County, State of California before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Award may be entered in any court having jurisdiction. This clause shall not preclude Us from seeking equitable remedies as set forth below. The prevailing party in any legal proceeding shall recover its expenses in connection therewith, including reasonable attorney's fees. Except as required by applicable Law, the existence, content and result of all Dispute resolution proceedings will be confidential and will not be disclosed (other than to the extent required to enforce any agreement or award). You and We will each request that the arbitrator comply with such confidentiality requirement.
You acknowledge that, in the event You breach (or attempt or threaten to breach) Your obligations regarding Our intellectual property, We may be irreparably harmed and may proceed immediately to seek equitable relief from any court of competent jurisdiction. If a court of competent jurisdiction should find that You have breached (or attempted or threatened to breach) any such obligations, You agree that, without any additional findings of irreparable injury or other conditions to injunctive relief, You will not oppose the entry of an appropriate order compelling Your performance and restraining You from any further breaches (or attempted or threatened breaches).
Our Websites contain forward-looking statements that are subject to assumptions, risks and uncertainties associated with, among other items, the changing economic and business conditions in the countries, sectors and business segments in which We operate. These forward-looking statements involve a number of known and unknown risks and uncertainties, e.g., numerous assumptions regarding Our present and future business strategies and the environments in which We operate. They are not guarantees and may prove inaccurate. Actual outcomes could differ materially from those expressed or implied in these forward-looking statements. Please do not place undue reliance on these forward-looking statements. We disclaim any obligation to update or revise any of them, whether as a result of new information, future events or otherwise except as required by any applicable laws or regulations.
Our failure to exercise or enforce any right or provision of these Website Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Website Terms of Use is found by a court of competent jurisdiction to be invalid, You nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and that the other provisions of these Website Terms of Use remain in full force and effect. The section titles in these Website Terms of Use are for convenience only and have no legal or contractual effect. These Website Terms of Use shall remain in full force and effect notwithstanding any termination of Your use of Our Website. These Website Terms of Use will be interpreted without application of any strict construction in favor of or against You or Us. These Website Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Us without restriction.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice:
We may, in Our sole and absolute discretion, change these Website Terms of Use (including any other documents that are referenced in or linked to from these Website Terms of Use) from time to time. We will post notice of such changes on Our Website as applicable. If You object to any such changes, Your sole recourse shall be to cease using Our Website. Continued use of Our Website following notice of any such changes shall indicate Your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Certain provisions of these Website Terms of Use may be superseded by expressly-designated legal notices or terms located on particular pages of Our Website and, in such circumstances, the expressly-designated legal notice or term shall be deemed to be incorporated into these Website Terms of Use and to supersede the provision(s) of these Website Terms of Use that are designated as being superseded.
Please refer to OpenText Privacy Policy.
This Code of Conduct replaces the Standards of Business Conduct and The Worldwide Code of Business Conduct and Ethics.
Please refer to OpenText Code of Conduct.
Micro Focus International Limited (previously Micro Focus International Plc) (“Micro Focus”) makes this modern slavery and human trafficking statement under section 54(1) of the Modern Slavery Act 2015 (the “Act”). It confirms the actions Micro Focus took during the financial year ended 31 October 2022 (“FY22”) to ensure modern slavery is not taking place in any of our supply chains or any part of our business globally.
References to “modern slavery” in this statement follow the definition within the Act and include, but are not limited to, slavery, servitude, forced labour, child labour, human trafficking, and workplace abuse.
Micro Focus was acquired by Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX) (“OpenText”) on 31 January 2023. OpenText is a world leader in Information Management (“IM”), enabling organizations to gain insight through market leading information management solutions, powered by OpenText Cloud Editions.
With its headquarters in Waterloo, Canada, OpenText launched in 1991 originally as a project out of the University of Waterloo to create the first online version of the Oxford English Dictionary. OpenText has evolved over the years with the shifting digital landscape, acquiring companies and products along the way, and becoming a global leader in IM. For more information, please visit www.opentext.com.
Micro Focus, now part of OpenText, is a software company operating in a manner and sector in which we consider our employees to be at low risk of modern slavery. Our business does not involve intensive manual labour and we do not operate any manufacturing facilities. Our supply chain broadly consists of contract and outsourced workers (mostly professional consultants), telephone-based support services, and suppliers of goods and other services for our offices, such as stationery suppliers, caterers, office cleaners and marketing merchandise. We are committed to acting ethically and with integrity in all our business relationships, and to implementing and enforcing effective systems and controls to help ensure modern slavery does not take place anywhere in our business or supply chains.
The following policies were in place at Micro Focus throughout FY22 to reduce the risk of modern slavery in our business and supply chains.
Micro Focus' Code of Conduct outlines our commitment to observing the highest ethical standards to guide our business practices in several areas, including human rights. The Code of Conduct recognises that we must protect and respect human rights and work with our business partners and suppliers to do the same. It places the following obligations on employees to reduce the risk of modern slavery:
Micro Focus’ Anti-Slavery and Human Trafficking Policy confirms our zero-tolerance approach to modern slavery. Modern slavery is a crime and a violation of fundamental human rights and we are committed to ensuring there is transparency in our own business and approach to tackling modern slavery in our supply chain. Throughout FY22, the Anti-Slavery and Human Trafficking Policy applied to everyone working for or on behalf of Micro Focus in any capacity (including staff members, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third party representatives, and business partners) and encouraged employees to report any concerns immediately.
Micro Focus’ Global Human Rights Policy recognises that respecting human rights is a core value at Micro Focus, embedded in the way we do business. Micro Focus requires compliance with relevant legislation as well as to uphold and respect human rights as reflected in the United Nations Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises, the UN Global Compact and the UN Guiding Principles on Business and Human Rights, amongst others. These standards include ensuring that the rights of women and minority groups are protected and that employees can exercise their right to freedom of expression. We expect our employees, agents, suppliers, and business partners to support and respect the protection of human rights in line with our own ethical values and apply the same high standards to all company operations, regardless of geographic location.
Our relationships with our suppliers must be fully transparent, ethical and in line with the standards expected of our own employees. To this end, our Supplier Code of Conduct, implemented across the Micro Focus group worldwide, sets out the standards we require of our suppliers to reduce the risk of modern slavery. The Supplier Code of Conduct requires suppliers to comply with the Act, the commitments in this Modern Slavery and Human Trafficking statement, and the Anti-Slavery and Human Trafficking Policy in order to ensure that modern slavery does not take place in their business or supply chains. Suppliers are also required to make all necessary enquiries with their own suppliers and, to the extent reasonable, other parties in the supply chain.
Micro Focus’ Anti-Bribery and Corruption Policy requires our business to be conducted in an ethical, legal, and responsible manner, consistent with our zero-tolerance of slavery and human trafficking in all forms.
Our Whistleblowing Policy encourages a culture of openness and transparency across the business so our staff and suppliers can speak up where they feel our people or customers are at risk, or where areas of wrongdoing have been identified or are suspected. For the purposes of the Whistleblowing Policy, “wrongdoing” includes endangering the health and safety of any individual, as well as anything that would breach the Code of Conduct and related policies. It explains how to raise a concern, including by staff speaking to their manager, their manager’s manager, or relevant head of department. Staff and suppliers can also contact the Legal Department or, if anonymity is preferred, use an independent telephone and web reporting service (currently http://www.microfocus.com/speakup)
We remain committed to maintaining zero-tolerance of any form of modern slavery in our business or supply chains. We operate a risk-based approach which includes clearly informing our suppliers of our obligations under the Act and the ethical standards required of them.
We review our supply chain practices, systems, and controls on an ongoing basis to identify, assess, and monitor potential risk areas and find ways to further mitigate the risk of modern slavery occurring. We include requests for information on modern slavery and our supply chains in our Requests for Proposals. Some of the practices and controls we have implemented include:
Everyone at Micro Focus is encouraged to remain mindful of any modern slavery risks that may face the company, and to report any concerns using the appropriate channels immediately.
We aim to be a company with the highest level of ethical standards in how we treat our employees and do business with our partners, customers, and suppliers. In pursuit of this aim, we implement and enforce rigorous standards in our relationships with our suppliers, customers and partners and apply stringent due diligence requirements when entering any new association to prevent inappropriate, illegal, or corrupt behaviours or activities. For example, we screen prospective business partners to ensure that there are no red flags associated with the relevant partner from a compliance or modern slavery perspective.
Information on the importance of avoiding modern slavery and Micro Focus’ policies and procedures in this area is included in the annual Code of Conduct training. The Code of Conduct training is mandatory for all employees and includes a test which all employees must pass to complete the training.
To date, Micro Focus has not identified or received any reports that it has caused or contributed to slavery or human trafficking. Should any issues be identified in relation to slavery or human trafficking, we have appropriate processes in place throughout the company to enable remediation including our Whistleblowing Policy and whistleblowing telephone and web reporting service.
We will continue to review the effectiveness of the steps we are taking to identify any potential risk areas and remain committed to improving our practices and procedures to combat slavery and human trafficking. To the best of our knowledge, slavery and human trafficking do not exist in our organization or our supply chain.
This statement constitutes Micro Focus’ Modern Slavery and Human Trafficking statement for the financial year ended 31 October 2022. It was approved by the board of directors of Micro Focus International Limited on 27 June 2023.
Michael F. Acedo
Secretary For and on behalf of Micro Focus International Ltd
Executive Vice President, Chief Legal Officer and Corporate Secretary For and on behalf of OpenText
The OpenText Marketplace Terms of Service replaces the Micro Focus Marketplace Terms of Service. Please refer to OpenText Marketplace Terms of Service.
