Software licence contract
PURPOSE OF THIS LICENCE
The company 6NRJ, with its registered office at Chaussee de Stockel 274, 1200 Brussels, with company registration number 0872634665, hereinafter referred to as the “Licensor”, hereby grants to the user (the “Licensee”) the rights described below.
To the extent that and for so long as the Licensee fulfils the conditions of the present contract (the “Contract”), he shall benefit from a non-exclusive and non-transferable licence (the “Licence”) authorising him to use the Scan2Inventory software (“S21”, or hereafter the “Software”) and its updates on one or more computer devices within his company subject to the prices set out in Article 3 for the duration of the Contract.
A software activation key is communicated to the Licensee. That key will cover the use of the Software for a predetermined number of inventoried items. Any use of the Software for a greater number of inventoried items shall require the payment of a new amount, determined in accordance with the prices described in Art. 3.
The Software (as well as any backup copy, source-codes, object-codes, documentation and/or the manual, etc.) remains at all times the exclusive property of the Licensor and/or the Rightholder who authorised the Licensor to distribute the Software. Those items are protected by copyright and the applicable international agreements and the Licensee represents that he will not violate the rights of ownership and the intellectual rights of the Licensor.
The Licensee has no other right on the Software than those conferred to him by the present Contract. In particular, the Licensee may not (i) modify or create applications derived from the Software; (ii) disassemble, decompile or reconstitute the logic of the Software, except in situations where it needs to operate together with another independent software, subject to the applicable legislation; (iii) sell, hire out, distribute, lend or sub-licence for the Software; (iv) communicate the Software to the public, via the Internet or any other means; (v) present the Software or grant access to the Software to any third party; (vi) try in any way to unlock, neutralise or sidestep the initialisation system or the encryption or anti-copying techniques of the Software.
Any use not expressly authorised by the Contract remains subject to the prior authorisation of the Licensor.
If the applicable legislation so permits, the Licensee may make a backup copy of the Software, subject to the conditions and purposes laid down by law.
PRICE OF THE LICENCE
The price of the Licence depends on the number of items inventoried by the Software. Prices may be accessed via this link. An initial price applies for the first period of use, and an annual fee will be due thereafter.
An activation key enabling the Software to be used will be communicated to the Licensee. That key will make it possible to use the Software with a maximum number of inventoried items. If the Licensee wishes to use the Software with a greater number of items than the maximum authorised by the key, he shall contact the Licensor, who will send him a new key, subject to the payment of a price supplement in accordance with the applicable pricing terms.
The other services not covered by the Licence fee will be charged to the Licensee by applying the rates in force within the company supplying the services requested, after drawing up a pro-forma invoice, as the case may be.
The Licence granted under the terms of the present Contract has an initial period of one year. That period can be renewed for a new period of one year, subject to the payment of the annual fee.
The Licence will commence on the date when the Licensee downloads, installs, activates or takes delivery of the Software (whichever occurs first) and shall continue so long as he fulfils the conditions of the Contract. A new period of one year will begin if the Licensee receives a new key for using the Software with a greater number of items.
At the end of the initial one-year period, the Licensee may continue to use the Software and benefit from updates in accordance with Art. 5 if he pays the annual fee.
If for any reason the Contract is cancelled or not extended, the Licensee will have to uninstall the Software and return or destroy it in accordance with the instructions to be given by the Licensor.
The Licensor may develop updates and new versions. Those updates will be communicated to the Licensee, who may install and use them throughout the lifetime of the Contract.
In any case, if the Licensee decides not to install the updates, he may not call into question the liability of the Licensor or the Rightholder who authorised the Licensor to distribute the Software for any damage that might result from using a version that was not updated.
MAINTENANCE AND SUPPORT
With the exception of the updates described in Art. 5, no maintenance will be provided under the Contract. If the intervention of the Licensor or third parties is requested by the Licensee (installation, programming, modifications, training, etc.), such an intervention will be performed out for a fee to be agreed with the service provider concerned.
(a) For a period of 90 (ninety) days starting from the date of the Software Licence determined in accordance with Art. 4 (hereinafter, the “Warranty Period”), the Licensor warrants that the Software meets the functionalities described in the user-documentation and/or the descriptions of the Software that might be found in other documents provided to the Licensee, so long as it is used in the appropriate environment, as specified in said documentation and in accordance with the instructions relating to the Software. The Licensor and the Rightholder who authorised the Licensor to distribute the Software do not guarantee that the Software will be free of errors.
(b) If the Software does not correspond to the functionalities described in the documentation, the Licensee must inform the Licensor or the Rightholder who authorised the Licensor to distribute the Software before the expiry of the Warranty Period; in that case, the Licensor may, at his discretion, either replace the Software or refund the costs of the Software Licence. If the licence costs for using the Software are refunded, the Licensee undertakes to uninstall the Software and to delete or destroy the Software and its backup copy, if any, in accordance with the instructions of the Licensor.
(c) Within the limits authorised by law, the Licensor and the Rightholder who authorised the Licensor to distribute the Software exclude any other express and/or implicit guarantee, particularly any guarantee as to the ability to meet a particular need and, after the guarantee period indicated above, any guarantee as to functional conformity.
(d) The Licensor will assist the Licensee in cases of violation by the Software of the intellectual property rights of any third party in the country where a licence was granted for this Software and shall be responsible for the costs relating to a final decision by the Court, provided that (i) the Licensee immediately notifies in writing the Licensor or the Rightholder who authorised the Licensor to distribute the Software of any violation cited, (ii) the Licensor is authorised to conduct the defence and (iii) the Licensee fully cooperates with the Licensor. In order to avoid any violation of third party rights or any threat thereof, the Licensor may, at his discretion and without cost, either obtain a licence, modify or replace the Software with an equivalent product, or delete the Software and refund part of the licence fees paid for using the Software.
(e) The Licensor and the Rightholder who authorised the Licensor to distribute the Software shall not be held liable for any violation consequent upon the use of the Software with hardware, software or consumables not supplied by the Licensor or by a Rightholder who authorised the Licensor to distribute the Software.
LIMITATION OF LIABILITY
Unless otherwise stated by imperative legal provisions, under no circumstances may the Licensor or the Rightholder who authorised the Licensor to distribute the Software be held liable for any direct or indirect damage (particularly any damage linked to a loss of data, loss of profits, loss of discount savings or loss of business) deriving from or linked to the Contract on the basis of any legal theory whatsoever.
In any case, the total amount of damages for which the Licensor or the Software distributors might be held liable shall be limited to the sum of the fees paid for the Licence under the Contract.
If the Licensee obtains a test version of the Software, his entitlement to use the Software will be limited to the trial period, which is 30 (thirty) days.
During the trial period, the Software may present limited functionality and the Licensee will use the Software at his own risk and with no guarantee of any kind. The use of the Software in a trial period will be the subject of a special agreement to which the Licensee using the test version confirms that he will adhere fully.
The Licensee may acquire a Licence for the Software during and after the trial period. If the trial version has not been converted into the complete version after the expiry of the trial period, the key enabling the use of the Software will automatically be de-activated.
Personal data relating to the Licensee, his employees, collaborators or subcontractors may in particular be processed by the Licensor, his employees, his subcontractors and those authorised contractually by the Licensor to distribute the Software for the performance of the Contract.
These personal data will be kept and processed in accordance with the legislation in force. The data subject has the right to access, rectify and oppose the processing of such data.
The data may be used for the purposes of promoting the Licensor’s other products and services, unless the data subject objects to it.
The Licensor will not use the data processed for other purposes than those mentioned above and shall not communicate such data to third parties without the consent of the data subject.
The Licensee accepts that his name, trademark and/or his logo may be used as references by the Licensor and the Rightholder who authorised the Licensor to distribute the Software.
Those references may be made on any commercial medium, including Internet sites, prospectuses and commercial presentations.
The use of the name, trademark and/or logo of the Licensee will be strictly limited to mentioning the Licensee as a reference.
i. If one of the provisions of the Contract is found to be null and void or inapplicable, such nullity or inapplicability shall not affect the validity or applicability of the other provisions of the Contract.
ii. The Contract will not be governed by the local rules regarding disputes, nor by the United Nations Convention on Contracts for the International Sale of Goods whose application is expressly excluded.
iii. The Licensee undertakes not to export or re-export the Software without having the necessary agreements from the American or foreign governments, as the case may be, or for a purpose prohibited by any legislation applicable to the control of exports.
iv. The Contract constitutes the whole of the agreement between the Parties concerning the Software and replaces all previous oral or written agreements and proposals between the Parties.
v. The Contract may only be amended by a written or electronic agreement issued by a representative of either of the Parties duly authorised.
vi. The Licensee may not assign the Contract or any right or any obligation to a third party without the prior written consent of the Licensor.