BE-terna’s Microsoft Dynamics 365 Localization & Functional Enhancements General Terms and Conditions 


1. Validity

These General Terms and Conditions apply to BE-terna’s Localization for following products: Microsoft Dynamics NAV, Microsoft Dynamics 365 Business Central, Microsoft Dynamics AX, Microsoft Dynamics 365 for Operations, Microsoft Dynamics 365 Finance and Operations, Microsoft Dynamics 365 Finance and Microsoft Dynamics 365 Supply Chain Management (hereinafter “Microsoft Dynamics”). These General Terms and Conditions are intended to define the functional features of localization and the arrangement of licensing relationships between (i) BE-terna, poslovne rešitve, d.o.o., Ljubljana (hereinafter referred to as "BE-terna”), who is in agreement with Microsoft and has developed the Localization and markets it directly or through its Distributors' Partners (hereinafter referred to as "Partner / s") and (ii) you as its End Users (hereinafter "the Client").
These General Terms and Conditions are valid from 1. 9. 2020
Localization package is valid only and provides an improved user experience in the following countries: Slovenia, Croatia and Serbia (hereinafter "Local market").By storing, installing, copying or using the software that is the subject of these General Terms and Conditions or any part thereof, the Client confirms that he agrees with these General Terms and Conditions, thereby acquiring the following rights and assuming the following obligations: 


2. Localization 

Standard functional enhancements are functional enhancements in a form of “add-on”, “granule” or “package”, usually related to the regional or specific industry requirements, owned and developed by BE-terna within Microsoft Dynamics development framework. Client may use Standard functional enhancements according to the lease or purchase licensing agreement, confirmed offer or partner agreement (hereinafter “Licensing agreement”). 
The Localization package of Microsoft Dynamics (hereinafter referred to as" Localization") is software owned by BE-terna, developed as an extended package to a standard (international) version of Microsoft Dynamics, owned by Microsoft (hereinafter referred to as "Standard Version"). Client may use Localization package according to the lease or purchase licensing agreement, confirmed offer or partner agreement (hereinafter “Licensing agreement”). Localization package provides the user of Standard Version following functionalities, language properties and user documentation that are not otherwise included in Standard Version:

A.	Functionality 
A 1. Support for meeting the legal requirements of the local market in the area of value added tax.
A 2. Support for the management of accounting records in accordance with the accounting standards of the local market.
A 3. Support for effective statistical reporting in the context of requirements applicable to companies outside the financial sector.
A 4. The list of functionalities covered by Localization for each country is in Appendix 1.

B.	Language Properties 
B 1. The local language translation is not part of the localization package, but is available as an separate package. It includes translations of most relevant labels of the Standard Version, including key display forms that are commonly used by end-users in the form expected for Standard Version. BE-terna does not intend to install translations of administration functionalities, business rules settings, development and integration functionalities for the purpose of better understanding and international comparability of the Standard Version. The local translation is installed to the language code as defined in point D (Technical Characteristics).
B 2. English translation of labels of Localization functionalities.

C.	User documentation 
C 1. User documentation with Localization functionality description in English.
D.	Technical Features 
D 1. Localization is developed in accordance with Microsoft's best practices and recommendations. 
D 2. Local labels’ translations in the Standard Version are made with language code recommended by the Microsoft. 

E.	FUNCTIONAL PROPERTIES AND PRODUCTS, WHICH ARE NOT INCLUDED IN THE LOCALIZATION
E 1. All reports specific to financial institutions (insurance companies, banks, funds, cooperatives, etc.). 
E 2. All reports specific to public institutions, public companies, disability organizations, etc. 
E 3. All reports, which are related to a specific branch, production and logistic processes. 
E 4. All reports to the Customs Office of the local market related to customs warehouses or excise tax (subject to a specific functional unit for which a separate license is required).
E 5. Different forms of electronic data exchange between companies, eg. EDI ...
E 6. Payroll and human resources compliance with local legislation (subject to a specific functional unit for which a separate license is required). 
E 7. Interfaces with other applications or web sites. 
E 8. Translation of Microsoft documentation for Standard Version and translation of help files, unless BE-terna estimates that this is reasonable.


3. Localization and Standard functional enhancements Update

BE-terna is committed to provide solution for legal requirements for Localization before their entry into force if all the following conditions apply:
a. they are defined in point A 2 of these General Terms and Conditions, 
b. they are relevant for the mayority (more than 50%) of companies present on local market, regardless of the industry, 
c. they can not be supported with commonly available tools (eg. by exporting to Excel, manually entering the public web portal once a year, etc.) within reasonable time frame 
d. to be supported in most other comparable business information tools,
and
e. technical prerequisites for relevant source code customization (e. g. extensions) of Standard Version are available in timely manner.

BE-terna reserves the right to functionally support only a reasonable approximation of solution in case of unclear interpretation of new legal requirements at the moment they enter into force and ensure full functionality within a reasonable time frame after the general introduction of the uniform interpretation.
As part of the Localization Update Program, BE-terna will release new version of Localization within 9 months after official release of new Standard Version application update.
In the event of major (where a total of more than 40 man-days of development services are required on each version of localization) legal changes or changes in Standard Version, BE-terna reserves the right to charge a one-time upgrade fee for each such change. Solution development costs in such cases will be shared among several Clients using the same version of localization. BE-terna will prepare an estimate of these costs in advance. The Client has the right to reject costs and announced changes, but in this case it is not entitled for usage and support of upgraded functionality.
Legislation changes related to existing localization features and new legislation requirements are / will be supported in last two major application and platform releases (currently active release and the one before current release).
Localization features changes that are required due to supported country’s legislation changes are within the scope of this agreement, but in accordance to Article  5. 


4. Intellectual Property Rights / License

BE-terna is the sole owner of intellectual property rights for all functionalities, translations and user documentation and any other components of the Localization or Standard functional enhancements including its updates referred to in point 3 of these General Terms and Conditions.
By signing a Licensing agreement with one of the Partners (and simultaneously accepting these General Terms and Conditions), the Client acquires a non-exclusive, non-transferable right to use the Localization or Standard functional enhancements, including its updates, solely for the internal business needs of their company or related companies in the group for the same limited number of users as provided in license agreement for Standard Version for the duration of the Licensing Agreement.
The Client may only use Localization or Standard functional enhancements in case he also holds a valid license of Microsoft's authorized partner company for Standard Version.
The Client guarantees that all of his employees and external workers with access to the Standard Version will be familiar with Intellectual Property Rights in relation to the Localization. In case of internal development activities performed by Client or any other subcontractors authorised by Client that would affect Localization source code, the Client is obliged to ensure that all his employees and external workers will sign a special personal statement as an annex to the contract. In case that personal statement is not signed and if an abuse of intellectual property related to the Localization occurs, the Client is jointly and severally liable for the damage caused. 


5. Localization and Update Price

Subscription for localization licenses or Standard functional enhancements has to be paid in accordance to the terms defined in Licensing Agreement, based on the applicable BE-terna’s price list. For the purposes of this article, the initial version of Localization or Standard functional enhancements is considered to be the one defined in the user Agreement.
Localization subscription is charged for the first year at the time of the Licensing Agreement conclusion between the Client and the Partner; the first year of the subscription is mandatory and starts from the date of the Licensing Agreement conclusion. For each subsequent year, the Localization subscription is charged at the beginning of the year. At least 30 days before the end of the first and each subsequent year, the Client may terminate the Contract with  informing the Partner in writing and waive the rights for Localization subscription and usage.
Client is obliged to inform BE-terna about possible changes to the Standard Version of the License, possible deviations of the terms of the Licensing Agreement from these General Terms and Conditions, all the Localization subscription payments under the Licensing Agreement, legally permissible change of the Partner and any other matters affecting the rights of BE-terna on the basis of these General Terms and Conditions.


6. Services related to Localization and Standard functional enhancements

The rights for Localization or Standard functional enhancements usage and updates under these General Terms and Conditions do not relate to the rights of the Client to be eligible for implementation of related installation services, possible source code merge, migration, deployment, training, support and other services, which would be required in relation to Localization or Standard functional enhancements free of charge or for certain fee. These services shall be provided by Partner under Licensing Agreement with which the Client obtained a Localization License and its updates or with a special contract.


7. Guarantee and Limitation of Liability

BE-terna will eliminate any possible hidden errors in the Localization software code within 90 days of the date on which the Partner with whom the Client concludes the Licensing Agreement, informed BE-terna about the errors in writing and defined them in such a form that it is easily reproducible in the Standard Version with the current version of Localization or Standard functional enhancements. The error will be eliminated in a way that a new version of Localization or Standard functional enhancements with included correction will be prepared and will be available for the Client via the BE-terna’s web portal or any other mutually agreed electronic media. BE-terna is not obliged to correct any errors arising from the Client’s own Localization or Standard functional enhancements changes or software installation. 
BE-terna assumes no responsibility for monitoring and interpretation of legal requirements and regulations outside the areas defined in the Section 2A of these General Terms and Conditions, and consequently is not responsible for the correctness of prepared accounting, tax records and other reports prepared by Localization functionalities.
BE-terna is liable only for the direct property damage that the Client could be affected of due to failure of removing the hidden errors referred in paragraph 1 of this section or in case when BE-terna has violated any other obligation under these General Terms and Conditions, but shall not be liable for lost profits or any other direct or indirect material or non-material damage. The total liability of the BE-terna regarding compensation to the Client for any and all/ such damage /s is still limited to the amount of Subscription Localization fee that the Client paid in accordance with point 5 of these General Terms and Conditions over the last six months.


8. The competent court 

Any dispute between BE-terna and the User regarding the interpretation and application of these General Terms and Conditions shall be subject to the jurisdiction of the court in Ljubljana.