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.


The defined terms in this Agreement shall have the meaning ascribed below:


means the present terms and conditions;



means the natural or legal person specified on the applicable ordering document;



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;


means the invoice issued by the Supplier to the Customer in relation to the use of the Software during the Term;



means the license granted by the Supplier to the Customer to use the 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;



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;



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;



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;



means the natural person authorized by the Supplier to use the Software identified by his/her e-mail address;



means a new release of the Software that includes a major revision, alteration, improvement, modification, or the like, to the current Software release;



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.


3.1.  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 .


4.1.  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.


5.1.  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.


6.1.  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.


7.1.  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).


8.1.  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.


9.1.  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.


10.1.     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.


11.1.     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


12.1.     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.


13.1.     This Agreement and all matters arising out of it shall in all respects be governed by the laws of Luxembourg.


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.



15.1.     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.

15.2.     If Supplier discovers that a failure is caused by one of the above, Supplier reserves the right to charge Customer for its work in investigating such failure.


16.1.     This Agreement will, once approved by Supplier, commence on the Start Date and shall continue for the Initial Subscription Period and shall then renew for successive Renewal Periods until the end of the final Renewal Period.

16.2.     As specified in section 3 ChargesRenewal Period, the client is free to subscribe and purchase an additional one year subscription (the renewal) or let the license ending at end date and terminates this agreement.


17.1.     Supplier may provide Updates to and/or new Versions for the Software to Customer which shall be included in the Charges. Customer will be responsible for installing any such Updates and/or new Versions. However, Supplier will provide technical support for only the most current Version and the immediately preceding Version of the Software.

17.2.     Supplier will provide email support for purposes of handling Customer questions relating to the operation of the Software. Email support is provided by Supplier’s Support Team see www.sro-consult.com for contact details.

17.3.     Supplier’s obligations hereunder will extend only to (a) the Updates and Versions of the Software provided to Customer by Supplier; and (b) Software that has not been modified or altered in any way by anyone other than Supplier.

17.4.     Maintenance Services will not include services for the items for which Supplier is not responsible.

17.5.     Customer shall ensure that Supplier’s personnel are provided with information under Customer’s control as is reasonably necessary to enable Supplier to comply with its obligations hereunder.

17.6.     In the event that Supplier determines that any of Customer’s reported maintenance problems cannot be resolved due to Customer’s failure to install Updates or procure new Versions of the Software, Customer will be given a reasonable opportunity to install such Updates or procure a new Version. If, after such opportunity, Customer fails or otherwise refuses to install such Updates or procure such new Version, Supplier shall be relieved of its obligations under the clause “Maintenance terms”.


18.1.     Installation of all hardware and supporting software so that minimum configuration requirements for installation of the Software are met is the responsibility of Customer and installation of the Software shall also be the responsibility of Customer