1. AGREEMENT
1.1. The Parties have entered into an agreement (hereinafter referred to as the “Agreement”) by virtue of a separate document that states (i) the identity of the Licensee, (ii) the specific product that falls within the scope of these Licence Terms, (iii) the specific modules the Licensee get licence to, and (iv) the Licensee’s fees.
1.2. The acquired licence may be terminated or cancelled only on the terms and conditions that follow from these Licence Terms. Cancellation of these License Terms shall not apply to licenses for other products that have been bought separately, e.g. a license to Microsoft’s products.
2. LICENCE
2.1. Abakion A/S grants the Licensee a non-transferable and non-exclusive right of use of (licence to) the product specified in the
Agreement (the specific modules the Licensee may be granted licence to at any time, hereinafter referred to as the “Product”) on the following terms.
2.2. The use of the Product by the Licensee presupposes that the Licensee accepts these Licence Terms. Where the Licensee installs the Product or otherwise starts using the Product, this shall be considered to signify full acceptance hereof.
2.3. The current licence comprises (i) the latest version of the Product at the time when the Agreement is signed and (ii) a mandatory maintenance subscription that grants the Licensee access to and right of use of new versions of the Product in exchange for continuous payments.
2.4. The right of use concerns only the Product itself and therefore does not apply to the requisite Microsoft licences. The Licensee is free to acquire licences for Microsoft Dynamic 365 Business Central from third parties or by virtue of a separate agreement with Abakion.
3. SCOPE OF THE RIGHT OF USE
3.1. The Licensee is granted the right to use the Product on these License Terms for the following users:
A. Internal use by persons employed by the Licensee as part of the Licensee’s work.
B. External users, including consultants to the Licensee; however, only as part of work done with the Licensee’s data and on behalf of the Licensee.
3.2. The Licensee shall be liable for all external persons who may get access to the Product pursuant to item 3.1 b) of these License Terms.
3.3. Installing, subscribing to or using the software means that the Licensee accepts these Terms (including any amendments thereto made at any time). Where the Licensee does not accept the terms, the Licensee may not install, subscribe to or use the software.
3.4. Licence Model. The software is licensed based on two models:
3.4.1. Perpetual licence model. When you opt for this model, you license the software under the terms and conditions of perpetual licence as the code is installed in your locality or is hosted by a third party that works as your agent (“Perpetual Licence Model”).
3.4.2. Subscription licence model. When you opt for this model, you licence the software on user basis for a limited period of time that is additionally described in your agreement with your partner. The software is installed in your locality or is hosted by a third party on this party’s behalf or as your agent (“Subscription Licence Model”).
3.4.2.1. If your licence expires or is terminated, your right to use the software shall expire instantly. If you continue to use the software afterwards, you may be held liable for breaches of intellectual property rights, which may result in substantial claims for damages or lawsuits.
4. STANDARD PRODUCT AND MODIFICATIONS
4.1. Abakion undertakes to fully upgrade Abakion’s products to the latest version and Microsoft Dynamics 365 Business Central within six month of its release. As a rule, Abakion’s products shall be maintained only for the Danish and Worldwide (W1) version of Microsoft Dynamics 365 Business Central yearly version release.
4.2. The Product is a standard product. It is the Licensee’s responsibility to ensure that the Product meets the Licensee’s specific needs and requirements. Abakion A/S shall maintain a log that unambiguously defines the most recently delivered and approved version of the Product.
4.3. Modifications to the most recently delivered and approved version of the Product may be made at the Licensee’s own risk. Analyses, modifications or other consulting assistance, if any, that may be necessary as a result of amendments to (i) the Licensee’s own IT environment, (ii) modifications to Microsoft Dynamics 365 Business Central, (iii) changes to the Licensee’s use or (iv) installation of new Product releases and versions shall therefore be done by Abakion for the Licensee in exchange for remuneration based on time spent. Separate consideration shall be calculated for assistance for migration of modifications and customisations in the Licensee’s own IT environment to new versions to Microsoft Dynamics 365 Business Central or the Product regardless if such modifications have previously been made by Abakion A/S, third parties or the Licensee.
4.4. The obligations of Abakion A/S pursuant to these Licence Terms presuppose that the Licensee makes sure that new releases and versions are always installed at such a rate that the Product version installed at the Licensee is (i) not more than two versions
behind the Product version that has been released most recently by Abakion and that it has been (ii) installed not later than 6 months after the release of the respective version by Abakion A/S.
5. STANDARD SOFTWARE SUBSCRIPTION
5.1. Maintaining the licence is conditional upon maintaining a software subscription. An extension to the scope of the Licence Terms shall lead to a corresponding extension to the software subscription. The price of the software subscription is stated in the Agreement and is subject to annual adjustment. Where the Licensee defaults on his payments or cancels the subscription, the licence shall be discontinued.
5.2. A software subscription entitles to receiving and installing Product updates. Such updates may comprise corrections of errors, new/improved features, adaptations to the applicable legislation and accounting policies, etc. The Licensee is entitled to use the updates as they are released. A software subscription entitles to use the updates on these Licence Terms.
5.3. It is the Licensee’s responsibility to install and implement the updates. Abakion shall assist the Licensee in exchange for remuneration based on time spent.
5.4. A software subscription does not entitle to consulting assistance, error recovery and support. A right to the above may be acquired by virtue of a separate agreement.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Abakion A/S holds the copyrights and other intellectual property rights to the Product. The Product falls within the scope of the copyright legislation and the international conventions on intellectual property rights.
6.2. As a consequence of the intellectual property rights held by Abakion A/S, the Licensee may only use the Product on the terms and conditions described herein. The Licensee may not donate, lend, loan, lease, sell, pawn or otherwise assign the Product or the rights to it. The Licensee may not allow third parties to use or dispose of the Product unless this is in full compliance with Section 3.1, letter B).
6.3. The Licensee may not remove any form of brands, company names, copyright notices or other indications of the Product or the Product’s creators.
6.4. Any disregard for Abakion A/S’ intellectual property rights, including reckless handling of the software by the Licensee that
enables violations of Abakion A/S’ intellectual property rights by third parties shall be considered to be a material breach of these License Terms, which shall entitle Abakion A/S to terminate the effect of the licence with immediate effect, cf. Section 10.1 of the License Terms.
7. REVERSE ENGINEERING
7.1. The Licensee may not reverse engineer (convert the Product from object to source code), disassemble or decompile the program unless – and in this case only to the extent the Licensee’s right to such actions follows from the essential provisions of the law and after informing Abakion.
8. LIMITED WARRANTY FOR 6 MONTHS
8.1. Abakion A/S’ liability for defects, including any obligation for repairs, shall lapse if the respective defect has not been claimed within 6 months after delivery.
8.2. Where the Licensee proves within 6 months of Product receipt that the Product in essence does not work in accordance with the user documentation and that the deviation is an important defect of the Product (i.e. that one or more of the Licensee’s key business functions cannot be performed because the respective defect makes Product operation impossible, Abakion A/S may, of its own choice:
A. provide a new version of the Product free of charge;
B. fix the defect in the Product free of charge;
C. repay the licence fee the Licensee has actually paid for the affected part of the Product – however, in such a way as to ensure the deduction of the value of the benefit the Licensee has had from the Product during the same period, or repay the whole licence fee for the respective period and revoke the Licence Terms completely.
8.3. Abakion A/S’ performance of Section 8.1 shall represent Abakion A/S’ full range of obligations to the Licensee in the event of Product defects. The Licensee may therefore not place any other requirements on Abakion A/S in connection with defects.
9. DISCLAIMER AND LIMITATION TO LIABILITY
9.1. In no case shall Abakion A/S be liable for indirect losses and consequential damages regardless of the circumstances.
9.2. Abakion A/S disclaims any liability for loss of expected profit, loss of data, damage to registrations or data or any other form of indirect specific documented accidental losses or consequential losses that arise on account of or in connection with the use of the Product by the Licensee. Abakion A/S’ product liability is limited to the essential provisions of the law applicable at any time.
9.3. Abakion A/S’ overall liability for loss or damage on account of or in connection with these Licence Terms or the use of the Product shall, under all circumstances, be limited to the licence fee the Licensee has actually paid for the Product in the last 12 months prior to the submission of a justified complaint.
10. EXEMPTION FROM LIABILITY IN CONNECTION WITH FORCE MAJEURE, ETC.
10.1. Abakion A/S may not be liable to the Licensee for any circumstances that lie beyond Abakion A/S’ control and that Abakion A/S should not have taken into consideration, avoided or overcome at the time when the Agreement was signed.
10.2. Unpredictable breakdowns, delayed or missing deliveries, strikes, lockout, lack of transportation, restrictions of public authorities and similar circumstances release Abakion A/S from liability.
11. BREACH
11.1. Abakion A/S is entitled to terminate these Licence Terms, including the software subscription, with immediate effect if the Licensee commits a material breach hereof.
11.2. The Licensee is entitled to immediately terminate these Licence Terms if Abakion A/S commits a material breach of its obligations in accordance with these License Terms.
11.3. The termination shall have effect for the future. Payments that have already been made shall not be returned to the Licensee in connection with termination.
12. PERIOD AND TERMINATION
12.1. The licence and the software subscription shall apply for a period of 12 months and shall be invoiced in advance. The period shall automatically be extended by a new 12-month period if the Licence Terms are not terminated in writing by the Licensee with at least 1 month’s notice at the end of the period.
12.2. Abakion A/S may terminate the License Terms with 12 months’ notice at all times.
12.3. However, regardless of the provisions of Section 12.2, Abakion A/S is entitled to terminate the software subscription with 6 months’ notice if Abakion A/S stops developing and offering updates.
13. LICENCE AGREEMENT EXPIRATION
13.1. When the Licence Terms expire regardless of the reason for that, the Licensee shall immediately and without compensation uninstall the Product and destroy all copies thereof.
14. PAYMENT
14.1. Upon contracting the License Terms, the Licensee shall pay Abakion A/S the software subscription for a period of 12 months. If the licence is not terminated, cf. Section 12 of the Licence Terms, the Licensee shall be invoiced approx. 1 month before the expiration of the period for the coming 12-month period.
15. GOVERNING LAW AND VENUE
15.1. All disputes originating out of this licence relationship shall be governed by Danish law without regard for the principles of governing law. Unless otherwise agreed by the parties, disputes shall be settled by the Copenhagen City Court.
15.2. Section 15.1 shall not prevent Abakion A/S from seeking or getting an injunction or another extraordinary legal remedy from the courts competent for this.
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