CONTINIA SOFTWARE A/S
TERMS AND CONDITIONS OF SOFTWARE LICENSE
(WITH NON-TERMINABLE ENHANCEMENT PLAN)
1. THE LICENSE
1.1. On these terms and conditions Continia Software A/S hereby gives the license holder a non-transferable and non-exclusive current user right (license) to the purchased Continia Software A/S product (hereinafter referred to as the Product).
1.2. The current license covers partly the most recently prepared and released version of the Product at the time when the agreement was entered into, and partly Enhancement Plan, if this is an obligatory part of the Product or was separately taken out by the license holder when he purchased the
Product. With the Enhancement Plan, the license holder will be ensured access and user right to the most recent versions of the Product available at any time.
1.3. If license holder acquired the Product in relation to a limited number of users associated with the license holder’s ERP-system, the license holder shall at all-time pay compared to the current number of users. This applies to:
a) The license fee: if it occurs that the license holder has increased the number of users associated with the license holder’s ERP system, the license holder is obliged to pay an increased license fee. License holder shall pay the difference between the originally paid and the current license fee. b) Enhancement Plan: if it occurs that the license holder has increased the number of users
associated with the license holder’s ERP system, the license holder is obliged to pay an increased tax on his Enhancement Plan. License holder is charged subscription adjustments in relation to the next invoicing, see point 4.5.
It is the license holder’s responsibility to ensure legally correct licensing in relation to current number of users. Regarding user based pricing for respectively license and Enhancement Plan, we refer to Continia Software A/S’ current price list.
2. SCOPE OF THE USER RIGHT
2.1. During the term of the license agreement, the license holder will have the user right to the Product for the following users:
a) Internal users employed by the license holder. The number of internal users may, as a result of an agreement entered between the license holder and Continia Software A/S, be limited to a number of registered employees, a number of simultaneous users, a physical location, etc.
b) External users, including the license holder’s advisers, however solely for the purpose of gaining access to process the license holder’s data.
c) If the Product is to be used in multiple accounts within the same group, the license holder must order an additional license per VAT or IRS number.
2.2. Beyond the situations mentioned in clause 2.1, the user right does not include other persons, including other legal persons. Subsidiaries and other affiliated companies are not covered by the license, unless otherwise agreed upon with Continia Software A/S or the license holder’s Microsoft Partner.
2.3. The license holder is responsible for the external persons, who have access to the Product, in accordance with clause 2.1 b of the license agreement.
3. THE CONTENTS OF THE LICENCE RIGHT
3.1. The Product is a standard product.
It is the license holder’s own responsibility to ensure that the Product fulfils the license holder’s specific needs and requirements.
3.2. The license holder’s changes and adjustments of the Products are only allowed, if absolutely necessary, in order for the license holder to exercise his user rights.
Changes of the Product are the license holder’s own responsibility, and interruptions of operation caused by these changes are irrelevant to Continia Software A/S.
4. NON-OBLIGATORY ENHANCEMENT PLAN
4.1. A subscription to the current Product updates and maintenance (Enhancement Plan) is an obligatory part of the license agreement with Continia Software A/S.
The license holder cannot deselect the Enhancement Plan.
4.2. The Enhancement Plan covers all parts (modules) of the Product to which the license holder has a license. An extension of the scope of the license agreement will result in a corresponding extension of the Enhancement Plan for the parts (modules) to which the Enhancement Plan is offered. 4.3. The Enhancement Plan gives the license holder user rights to the updates on these terms and
conditions.
4.4. The updates can include error recovery, new/improved features, adaptation to current legislation and accounting practice, etc. the license holder has the user right to the updates simultaneously with their release.
4.5. The updates will be delivered and invoiced through the Microsoft Partner, from whom the license holder purchased the Product. It is the responsibility of the license holder to implement the Product updates. The price for the Enhancement Plan appears from Continia Software A/S’ price list.
5. COPYING
5.1. The license holder is only allowed to copy the Product, if it serves the following purposes: a) The copies are used for filing or other purposes of security,
b) The copies are used for installation of the Product,
c) If mandatory rules of law prescribe the license holder’s right to copying.
5.2. The copies, which are made in accordance with clause 5.1, fall within these terms and conditions.
6. IMMATERIAL PROPERTY RIGHTS
6.1. Continia Software A/S has the full copyright and any other immaterial property rights to the Product. 6.2. The Product is covered by the Danish Copyright Act and international treaties on immaterial property
rights.
6.3. As a consequence of Continia Software A/S’ immaterial property rights the license holder is only allowed to dispose of the Product on the terms and conditions described in this agreement. The license holder must never lend, let out, sell, pledge, or in any other way transfer the Product or the rights hereto. Nor is the license holder allowed to make a third party able to use or dispose of the Product, unless in accordance with clause 2.1 lit. b of the agreement.
6.4. The license holder is not allowed to remove any kind of trademarks, company name, copyright statements or other statements regarding the Product or the originators of the Product.
6.5. Any disregard of Continia Software A/S’ immaterial property rights, including the license holder’s unjustifiable treatment of the software, which makes a third party’s infringement of Continia Software A/S’ immaterial property rights possible, shall be regarded as a material breach of the terms and conditions of this license agreement, which will entitle Continia Software A/S to terminate the license agreement with immediate effect, cf. clause 11.1 of these terms and conditions.
7. REVERSE ENGINEERING
7.1. The license holder is not allowed to make reverse engineering, disassembling, recompilation of the software, unless and then only to the extent that such action is allowed in accordance with
mandatory rules of law.
8. GUARANTEE
8.1. If the license holder proves that the Product essentially does not work in compliance with the user documentation within a 6-month period after the license holder’s approval of these terms and conditions, and there are materially defects (i. e. defects characterized by one of more of the license holder’s key business functions not being performable because the defect in question makes the operation of the Product impracticable), Continia Software A/S can choose one of the following options:
a) Delivery of a new version of the Product without defects free of charge, b) Repair of the defect free of charge
c) Repayment of the license fee which the license holder has actually paid for the Product during the period after the complaint was received by Continia Software A/S – however with a deduction of the utility value which the license holder has had from the Product during the same period. d) Withdrawal from the license agreement.
8.2. Continia Software A/S’ fulfilment of the obligations according to item 8.1 is Continia Software A/S’ total obligations to the license holder in case of defects in the Product. Thus, the license holder cannot make further claims against Continia Software A/S because of such defects.
8.3. Continia Software A/S’ obligations according to clause 8.1 do not apply if defects in the Product arise due to an accident, misuse or misapplication of the Product by the license holder’s or anybody for whom the license holder is responsible.
9. LIMITATION OF LIABILITY
9.1. Continia Software A/S shall in no case, regardless of the circumstances, be responsible for loss of expected profits, loss of data, damage of registrations or data or any other kind of indirect specifically documented unforeseeable loss or consequential loss which may arise due to or in connection with the license holder’s utilization of the Product.
Continia Software A/S is liable for the products in accordance with the mandatory legislation in force at any time.
9.2. In all cases Continia Software A/S’ total liability for loss or damages which arise due to or in
connection with these terms and conditions or the use of the Product shall be limited to the license fee, which the license holder has actually paid for the Product for the last 12 months prior to the submission of a legitimate claim.
10. FORCE MAJEUERE
10.1. Continia Software A/S shall not be responsible to the license holder in so far as the reason for defects and consequential losses are due to circumstances beyond Continia Software A/S’ control, and which Continia Software A/S has not and should not have taken into consideration, nor should have
avoided or overcome at the time when the agreement was entered.
Unpredictable failure, delayed or non-delivery, strikes, lockouts, lacking transport facilities,
restrictions from public authorities and similar circumstances thus relieve Continia Software A/S of liability.
11. BREACH OF CONTRACT
11.1. Continia Software A/S is entitled to terminate the terms and conditions of this license agreement, including Enhancement Plan with immediate effect, if the license holder is in material breach hereof. 11.2. The license holder is entitled to terminate the terms and conditions of this license agreement
immediately, if Continia Software A/S is in material breach of its obligations according to this license agreement.
12. SPLA/ LEASE SOFTWARE
12.1 As an alternative to owning the license, Continia Software A/S offers the possibility that the license holder through its Microsoft Partner can rent Continia Software A/S’ integration products;
Continia Payment Management (SPLA / Subscription) Continia Collection Management (SPLA / Subscription) Continia Document Capture (SPLA / Subscription) Continia e-invoice (SPLA / Subscription)
Continia Document Output (SPLA / Subscription) Continia Expense Management (SPLA / Subscription)
12.2 Continia Software A/S (SPLA) is a rental license, which is pre-paid as a semi-annual performance for each of the desired Continia Software A/S (SPLA) modules.
12.3 Continia Software A/S (SPLA) is included with the Enhancement Plan and have a vesting period of at least 12 months. After that, the rental license is terminated in writing with a minimum of one month’s notice to expire at the next payment period.
13. DURATRION AND TERMINATION OF THE LICENSE AGREEMENT
13.1 The license agreement and Enhancement Plan are entered for a 12-month period and invoiced in advance, except for Continia Software A/S SPLA / Subscriptions, which are billed and extended in 6-months periods. A period is automatically extended by a new 12-month period, if the license agreement is not terminated in writing by the license holder at a notice of 1 month prior to the beginning of a new invoicing period.
13.2. Continia Software A/S can at any time terminate the license agreement at 12 months’ notice. 13.3. Regardless of clause 13.2 Continia Software A/S is nonetheless entitled to terminate the
Enhancement Plan at 6 months’ notice, if Continia Software A/S ceases to develop and offer updates. The license holder is, however, still bound by the other terms and conditions of the license
agreement until one of the parties terminates the license agreement.
14. TERMINATION OF THE LICENSE AGREEMENT
14.1 In case of termination of the license agreement, regardless the reason for termination, the license holder immediately and without any compensation, has to re-install and destruct the Product, including all copies made.
15. PAYMENT
15.1 At the time when the license agreement is entered, a license fee and a subscription to updates and maintenance shall be paid to Continia Software A/S prior to a 12-mont period. If the license has not been terminated, cf. clause 13 of these terms and conditions, the license holder shall be invoiced approx. 1 month prior to the end of the term for the coming 12-month period.
In the case that the license holder enters into a rental license (SPLA /Subscription) agreement, cf. clause 12 of these terms and conditions, the license holder shall be invoiced prior to a 6-month period.
16. DISPUTES
16.1 All disputes, which arise from this license agreement, shall be governed according to Danish law, regardless of principles of applicable law.
Disputes shall be decided at the Court of Aalborg, unless the parties agree on another venue. 16.2 Clause 16.1 shall not prevent Continia Software A/S from applying for or obtaining an injunction or
another extraordinary remedy from a court with jurisdiction hereto.
