TERMS AND CONDITIONS
These terms
and conditions (the “Agreement”)
govern the use of the Software (as defined below) and the relationship between
the Customer (as defined below) and the Supplier (as defined below) during the
term of the Agreement.
1. DEFINITIONS
The defined
terms in this Agreement shall have the meaning ascribed below:
|
Agreement |
means the present terms and conditions; |
|
Customer |
means the natural or legal person specified on the
applicable ordering document; |
|
Documentation |
means the user guide(s) published from time to time
for the relevant software by SRO
Consult SARLS; |
|
Free Trial
Period |
means a period of one (1) month starting on the
order date; |
|
Invoice |
means the invoice issued by the Supplier to the
Customer in relation to the use of the Software during the Term; |
|
Licence |
means the license granted by the Supplier to the
Customer to use the Software; |
|
Software |
means the software purchased by the Customer as
detailed in the Invoice; |
|
Subscription
Fee |
means the fees payable by Customer for the licensing
of the Software as specified in the applicable invoice document; |
|
Supplier |
means SRO
Consult SARLS with registered office at 30
rue de Sandweiler, L-5362 Schrassig and registered with the Luxembourg trade
and companies register under number B
– 224.627; |
|
Start
Date |
means the first day of the Free Trial Period or the
date on which payment is received in relation to the use of the Software, as
applicable; |
|
Term |
means a period of one (1) month starting on the
first day of the Free Trial Period or a period of one (1) year starting on
the date on which payment is received in relation to the use of the Software,
as applicable; |
|
Update(s) |
means the Software releases updates issued by the
Supplier from time to time for purposes of providing minor enhancements
and/or improvements, patches, fixes, or the like to the Software or resolving
technological issues related to Customer’s then-current Version of the
Software; |
|
User |
means the natural person authorized by the Supplier
to use the Software identified by his/her e-mail address; |
|
Version |
means a new release of the Software that includes a
major revision, alteration, improvement, modification, or the like, to the
current Software release; |
2. LICENCE
2.1. The Supplier grants to the Customer a non-exclusive, non-transferable, limited License in relation to the use by the User of the Software during the Term.
3. CONDITIONS TO USE THE SOFTWARE
3.1. The License does not include a Microsoft Project license. The Customer understands that in order to be able to use the Software, it must have already a valid license and an installation of a Microsoft Project desktop version running on Windows 8 and above.
3.2. The Software is not compatible the Office 365 versions of MS Project.
3.3. Some systems/software’s may not be capable of supporting the Software and the Customer acknowledges (a) that it has made appropriate investigations into the necessary systems/software required to support Customer’s use of the relevant Software and (b) that the performance of the Software may vary .
4. INTELLECTUAL PROPERTY
4.1. The License is the intellectual property of the Supplier
4.2. The Customer agrees that all rights, titles and interests in relation to the Software, the License, the Documentation and any other related materials are, and shall remain, vested solely in Supplier.
5. UNAUTHORISED PRACTICES
5.1. The Customer may not publish, transmit, retransmit, disseminate, broadcast, circulate, sell, resell, loan, lease, distribute or transfer the Software or copies thereof to third parties, nor reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Software.
5.2. The Customer may not reproduce all or any portion of the Software or any accompanying Documentation, or modify, translate or otherwise create derivative works of the Software.
5.3. The Customer is authorized to make copies of the Software for back-up purposes only. Each copy made by Customer must include the copyright/proprietary rights notice(s) embedded in and affixed to the Software. Any other form of copy or any copy for any other purposes is not authorized.
6. FREE TRIAL PERIOD
6.1. The Supplier grants to the Customer a one (1) month free trial
period to use the Software. This is done through the online shop of SRO
Consult SARLS by buying a free trial product for 0 EUR charges.
6.2. Save for the provisions in respect of Charges, the terms of this Agreement shall apply to Customer during the Free Trial Period.
6.3. This Agreement, the Customer’s License including any rights to use the Software, terminates automatically at the end of the Free Trial Period unless the Customer subscribes for a one (1) year subscription to use the Software prior to the end of the Free Trial Period.
7. SUBSCRIPTION FEE
7.1. The License and the right to use the Software is subject to the payment by the Customer of the Subscription Fee. The Subscription Fee is an all-in fee covering the maintenance and any support services.
7.2. The Subscription Fee is payable online on www.sro-consult.com.
7.3. The Invoice is issued upon payment of the Subscription Fee and is communicated to the Customer by e-mail.
7.4. In case the Subscription Fee cannot be paid on www.sro-consult.com due to a technical reason, the Supplier will enable payment by other means (either online or by transfer. Should the Customer fail to pay the Invoice within thirty (30) days, the Customer shall (i) cease immediately any use of the Software, (ii) uninstall the Software and confirm the removal of the software by e-mail to the Supplier (using the license purpose email).
8. ACTIVATION OF THE SOFTWARE
8.1. The Customer is authorized to use the Software during the Term upon payment of the Subscription Fee.
8.2. The Customer shall download a copy of the Software and activate it using the License serial number and key provided by the Supplier.
9. SUPPORT
9.1. The Supplier provides support by email to the Customer in relation to:
· The downloading of the Software;
· The use of the Software;
· The removal of the Software at the Term;
· Any technical issues in relation to the Software.
9.2. The Supplier’s technical support is subject to:
· The Customer’s best efforts to provide relevant information to the support department
9.3. The Supplier does not provide support to the Customer in relation to:
· Microsoft project usage;
· Hardware or operating system;
· Infrastructure ;
· Any other hardware of software component not issued by SRO Consult SARLS.
10. NO WARRANTIES
10.1. The Software is provided “as is” without warranty of any kind, express or implied, including but not limited to warranties of performance, fitness for a particular purpose, accuracy, omissions, completeness and delays.
10.2. The Customer agrees that outputs from the Software will not, under any circumstances, be considered legal or professional advice and are not meant to replace the experience and sound professional judgment of professional advisors in full knowledge of the circumstances and details of any matter on which advice is sought.
11. LIABILITY OF THE SUPPLIER
11.1. The Supplier’s liability is limited to the provision and maintenance of the Software.
11.2. In no instances shall the Supplier be responsible for any damages or losses in relation to any unavailability of the Software
11.3. Neither Supplier, its Affiliates nor any licensors of the foregoing make any warranty that access to any Software will be uninterrupted, secure, complete or error free.
11.4. Supplier will have no liability whatsoever for any liability of Customer to any third party which might arise.
11.5. Customer shall accept sole responsibility for and Supplier shall not be liable for the use of the Software by Customer, or any User and Customer shall hold Supplier harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.
11.6. Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement
12. EFFECT OF THE AGREEMENT
12.1. This Agreement (including any applicable invoicing document) embodies the entire understanding between the parties with respect to the subject matter of this Agreement.
12.2. This Agreement takes effect from the “Start Date” also corresponding to the date when the payment of the invoice is received or the start of a trial period.
13. LAW AND ASSIGNMENT
13.1. This Agreement and all matters arising out of it shall in all respects be governed by the laws of Luxembourg.
14. RENEWAL PERIOD
14.1. Where Supplier wishes to modify the Charges for the Renewal Period in respect of any Software, Supplier will Endeavour to issue Customer with a renewal notification specifying the Proposed Charges for each relevant Software (“Renewal Notification”) not less than 1 calendar month before the end of the Initial Subscription Period (or Renewal Period, if applicable).
14.2. The customer will be notified by the supplier of the end of the initial subscription period (or Renewal Period, if applicable) one month before the term.
14.3. If the customer decides to purchase another one year subscription before the end of the current subscription, the start date of the new subscription will be one day after the end of the previous subscription.
14.4. If the customer decides to purchase another one year subscription after the end of the current subscription the start of the new subscription will be the payment reception date.
15. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
15.1. Supplier will not be responsible to the extent that the Software fails to perform due to one or more of the following:
·
the malfunction of software not provided by Supplier,
·
the malfunction of hardware,
·
Customer’s negligence or fault,
·
Customer’s failure to follow the instructions set forth
in the Documentation,
·
material changes in the operating environment not authorized
by Supplier,
·
modifications to or changes in the Software not made
or suggested by Supplier,
·
Customer’s failure to implement and maintain a proper
and adequate backup and recovery system for the Software and associated files.