End-User License Agreement

1. Aim and Purpose 

1.1 The Company owns or controls software programs known as the “Software Product”, including the Intellectual Property Rights. The Company’s unique methods and knowledge are crucial to its operations. The Company may license its Software Product along with third-party software (e.g., Microsoft), granting the End-User the right to use all included software under this EULA’s terms. 

1.2  By downloading, installing, having installed or otherwise using the Software Solution, the End-User accepts this EULA, and has the rights and obligations below. If the End-User does not accept this EULA, the End-User is not authorized to install or use the Software Solution. 

2. Definitions

2.1 Defined terms and acronyms with capital letters will have the meaning defined under this EULA and the Schedules. If defined terms and acronyms defined conflict between this EULA and the Schedules, the defined terms and acronyms of this EULA shall take precedence. Definitions apply whether mentioned in singular or plural forms. Below is the agreed meaning of specific terms: 

2.1.1 “Affiliate” shall mean any legal entity that the Party owns, or that owns the Party, or that is under common ownership with the Party.   

2.1.2 “Confidential Information” shall mean any and all non-public information, whether in written, electronic, or oral form, disclosed by the Disclosing Party to Receiving Party in connection with this EULA, including but not limited to business strategies, financial information, software, source code, object code, algorithms, data, technical documentation, product plans, end-user lists, pricing, trade secrets, and any other proprietary or sensitive information, whether marked as confidential or not. Further all information concerning the Software Solution is proprietary to the Company and of a highly confidential and sensitive nature, (i.e. such information is comprised of intellectual property, industrial rights and trade secrets). Confidential Information does not include information that: 

a. is or becomes publicly available through no breach of this EULA by the Receiving Party;  

b. is lawfully received from a third party without obligation of confidentiality;  

c. is independently developed by the Receiving Party without use of or reference to the Confidential Information; or  

d. is required to be disclosed by law or valid legal process, provided that the Receiving Party gives prior written notice to the Disclosing Party (where legally permissible) and takes reasonable steps to limit disclosure. 

2.1.3 “Device” shall mean any computer, workstation, mobile device, or other hardware owned, leased or otherwise controlled by the End-User, which is used to access and utilize the Software Solution under this EULA.  

2.1.4 “Disclosing Party” shall mean the Party disclosing Confidential Information.  

2.1.5 “Effective Date” shall mean the date on which the Subscription is activated, the End-User is granted a License, and the End-User has signed the Order.  

2.1.6 “End-User Data” shall mean data, including all text, sound, video, or image files, and software, which are provided to the Company, third-party and/or Microsoft by the End-User or on behalf of the End-User while using the Software Solution. 

2.1.7 “Enhancement” shall mean an updated version, in the English language, of the unmodified latest standard version of the Software Solution that includes corrective, adaptive, perfective, or preventive changes or upgrades to the standard components of the Software Solution. The Enhancement also includes updates to all major releases of the standard Software Solution, and minor updates at the discretion of the hosting provider. Enhancements are released at the discretion of the Company and apply only to the standard components of the Software Solution, but not to custom changes. 

2.1.8 “EULA” shall mean this End-User License Terms, including the Schedules, the Order, which form an integral part of this EULA. 

2.1.9 “Hosting Services” shall mean the on-premises hosting of the Software Solution by the End-User, including hosting, maintaining, and securing the infrastructure required for the operation of the Software Solution, such as data storage, processing, and access in accordance with these terms and the Schedules. 

2.1.10 “Intellectual Property Rights” shall mean all rights, title, and interest in and to the Software Solution, including but not limited to copyrights, trademarks, patents, trade secrets, know-how, designs, software code, industrial rights, accompanying materials, any related or underlying technology, modifications, derivative works, and any other proprietary rights, whether registered or unregistered of the Software Solution. 

2.1.11 “License” shall mean the non-exclusive, non-transferable, revocable, limited right granted to the End-User under an active Subscription, allowing the End-User to access and use the Software Solution in accordance with this EULA and the Schedules.  

2.1.12 “Material Breach” shall mean a significant violation of the terms of this EULA or the Schedules that substantially impairs the rights or expectations of the non-breaching party. The Material Breach includes, but not limited to: 

a. The End-User’s failure to pay any undisputed amounts due under this EULA or the Schedules within thirty (30) days of the due date.  

b. Any use, reproduction, modification, or distribution of the Software Solution beyond the scope of the License or in violation of the Intellectual Property Rights.     

c. Unauthorized disclosure or misuse of Confidential Information in violation of this EULA or the Schedules.    

d. Significant Defect.  

e. Repeated breaches, or failure to amend a breach of this EULA or the Schedules within thirty (30) days of receiving a written notice from the non-breaching party.   

A breach shall not be considered Material if it is minor, curable within a reasonable time, and does not cause significant harm to the other party. 

2.1.13  “Microsoft Base Software” shall mean any software product, software technology, platform, or cloud-based service developed, owned, and/or hosted by Microsoft, including but not limited to Microsoft Dynamics 365 applications, Microsoft Azure services, Microsoft Power Platform, Office 365, or any other Microsoft-provided software or service that supports or integrates with the Software Solution. This includes all updates, upgrades, enhancements, and associated infrastructure provided by Microsoft in connection with the operation of its cloud-based solutions.  

2.1.14 “Order” means the End-User’s order for the End-User’s initial license for the Software Solution and any subsequent orders submitted online or in written form via e-mail. The Order shall detail, among other things, the number of licenses required for each User, and the Subscription Fees, whereas each Order is to become an integral part of this EULA. 

2.1.15 “Receiving Party” shall mean the Party receiving Confidential Information.  

2.1.16 “Setup” shall mean the process of configuring, installing, and deploying the Software Solution and making it available to the End-User in accordance with the specifications outlined in each Order.  

2.1.17 “Significant Defect” shall mean a persistent and uncorrected defect that prevents the core functionality of the Software Solution from operating as intended, resulting in substantial business disruption for the End-User. Example of a Significant Defect include:   

a. Loss of core functionality, as deemed by the Company (e.g. the Software Solution becomes completely inoperable and is not fixed within a reasonable timeframe).  

b. Loss or corruption of critical data that is not recoverable.  

c. Security vulnerabilities that expose End-User data to unauthorized access and are not remedied within a reasonable period 

A defect shall furthermore not be considered Significant if it is minor, curable within a reasonable time, and does not cause significant harm to the End-User. Normal bugs, minor errors, or temporary service interruptions that do not materially affect the End-User’s ability to use the Software Solution do not constitute a Significant Defect.  

2.1.18 “Software Solution” shall mean the on-premises software solution provided by the Company to the End-User, including any third-party software and licenses used and paid for by the Company, as further described in the Order. The Software Solution is independently developed by and are the property of the Company, including but not limited to all updates, upgrades, modifications and Enhancements of the Software Solution, as well as any copies, software components, translations, changes or items derived or resulting therefrom.  

2.1.19 “Subscribing” shall mean the act of seeking and obtaining a License by accepting this SaaS and the Schedules, completing the required registration and payment process, and taking effect on the Effective Date.

2.1.20 “Subscription” shall mean the time-based right granted to the End-User to use the Software Solution as a service for one or more Units, subject to payment of applicable Subscription Fees.  

2.1.21 “Subscription Fees" shall mean the fees payable by the End-User for the License granted under an active Subscription, as set out in the Order.  

2.1.22 “Units” shall mean a metric for a module within a license (e.g., licensed user seats, devices). 

2.1.23 “User” shall mean any individual or Device authorized by the End-User to access and use the Software Solution under the License, subject to the terms and conditions under this EULA. 

2.1.24 “Other Specific Software” shall mean any software product, software technology, platform, or cloud-based service developed, owned, and/or hosted by a third party, or any other provided software or service that supports or integrates with the Software Solution. This includes all updates, upgrades, enhancements, and associated infrastructure provided by third party in connection with the operation of the Software Solution. 

3. Grant of the License 

3.1. Upon Subscribing, the Company grants the End-User a License for the duration of the Subscription Term (as defined in Article 11), subject to the terms and conditions of this EULA and the Schedules.  

3.2. The License is limited to the number of Users specified in the Order. 

3.3. If the Software Solution includes Microsoft Base Software, or Other Specific Software, and the End-User does not have a license for the relevant software, the Company or an authorized partner will provide the End-User with a license from Microsoft or the relevant third party, subject to this EULA and the applicable Microsoft or relevant third-party license terms. 

3.4. If the Software Solution is supplied to the End-User by a Partner, the Company is a third-party beneficiary of this EULA, whereby the Company shall have the right to: (i) enforce the EULA; and (ii) verify the End-User’s compliance with this EULA. If the law governing this EULA prevents the Company from being a third-party beneficiary, then the relevant Partner will assign to the Company all rights and claims if may have against the End-User to the extent necessary to indemnify the Company for any loss or damage suffered that would not have suffered if the Company had been a third-party beneficiary. That Partner shall also provide the End-User with a license under the relevant Microsoft and/or third-party license terms, cf. Article 3.3. 

4. Scope of the License and its Terms 

4.1. The Software Solution is licensed, not sold. This EULA only gives the End-User limited rights to use the Software Solution whereas the End-User may only use the Software Solution as expressly permitted in this EULA and Schedules. The Company reserves all other rights. 

4.2. The End-User must comply with any technical limitations of the Software Solution and shall use the Software Solution as stated herein, and the Schedules:  

4.2.1. The End-User may only use the Software Solution for its internal business purposes, and in accordance with user instructions and manuals issued by the Company and third-party provider, if any.  

4.2.2. The End-User may use a copy of the Software Solution solely for the purpose of supporting the copy of the Software Solution being used in its operations, and/or alleviating or correcting any failure of the Software Solution to conform to any software description or specification or copying for security and back-up purposes only as reasonably necessary.  

4.2.3. The End-User retains all ownership and intellectual property rights in and to the End-User Data.

4.2.4 The End-User shall limit access to the Users.  

4.2.5. The End-User shall take the steps and measures necessary to protect the Confidential Information and the Intellectual Property Rights of the Company, and to ensure the compliance with the provisions of this EULA by the Users and other Company’s employees, agents and contractors, which may come in contact with the Software Solution.  

4.2.6 The End-User’s rights to use the Software Solution may be revoked if the End-User or their Affiliates do not comply with the terms of this EULA and the Schedules. 

4.3. By purchasing the License, the End-User expressly acknowledges the following: 

4.3.1. The License is on per unit (user, device, or other) basis and for a limited term. 

4.3.2. The Software Solution remains installed but cannot be used if the Subscription expires, regardless of the reason.  

4.3.3. Upon termination of terms or agreements between the Company and Microsoft and/or third parties, the Company may no longer be able to provide the Software Solution as it may be integrated with Microsoft Base Software and/or Other Specific Software. Under such circumstances the Subscription may be terminated without liability by the Company. 

4.3.4. If the Software Solution is supplied to the End-User by a Partner, it is the responsibility of a Partner to notify the Company if the License should be terminated or changed. If the Company does not receive a notice from a Partner the License automatically renews, cf. Article 11.3.  

4.3.5 It is expressly stated that the Company is not responsible for downtime or other interruptions in the service relating to Microsoft Base Software or Other Specific Software, and/or otherwise out of the Company’s reasonable control.  

5. Hosting Services 

5.1. The End-User shall be responsible for ensuring the proper hosting of the Software Solution, including setting up, managing, and maintaining the necessary infrastructure, hardware, and software components required for its operation. If the End-User opts for self-hosting, the End-User shall procure, install, configure, and manage all hardware and software necessary to operate the Software Solution. 

5.2. Notwithstanding the End-User’s responsibility for hosting, the End-User may choose to host the Software Solution through Microsoft Base Software or Other Specific Software. If the End-User opts for hosting services through Microsoft Base Software or Other Specific Software the Company may recharge the hosting costs to the End-User on behalf of the applicable third party. Such recharges shall be in addition to any other fees under this EULA and the Schedules.  

5.3. The End-User is responsible for ensuring that the hosting environment complies with all relevant security, availability, and compliance requirements. This includes but is not limited to maintaining a secure network, implementing data encryption, and ensuring proper access controls. 

5.4 The End-User shall provide the Company with access to the environment only to the extent necessary for Support Services, which shall be provided in accordance with the Support Plan, troubleshooting and support, subject to agreed-upon security protocols.  

5.5 The End-User is responsible for implementing and maintaining backup solutions, disaster recovery plans, and data redundancy measures for the Software Solution. The Company shall not be responsible for data loss, corruption, or recovery in any circumstances.  

5.6. The End-User shall ensure that all software updates, patches, and security fixes required for the operation of the Software Solution are applied in a timely manner. The Company may provide updates, but the End-User is responsible for applying them and ensuring compatibility with their hosting environment.  

5.7. The End-User must immediately notify the Company of any security breaches, e.g. hacking attempts, computer viruses, etc., vulnerability, or other incidents that may impact the functionality, integrity, or security of the Software Solution.  

5.8 The End-User is responsible for ensuring that the data and information hosted within their on-premises infrastructure complies with the provisions of these Terms, the Schedules, applicable legislation, and the rights of third parties. The Company assumes no responsibility for the legality, security, or integrity of the data hosted by the End-User.  

5.9 The End-User shall use the Software Solution in compliance with applicable laws and industry best practices. The End-User is strictly prohibited from using the Software Solution for any illegal or harmful purpose or in any manner that violates public decency. The End-User shall also ensure that its use of the Software Solution does not interfere with the operations of the Company or any other parties. 

5.10. The Company shall not be responsible for any performance issues, downtime, security vulnerabilities, or other operational deficiencies arising from the End-User’s hosting of the Software Solution. The End-User acknowledges that the responsibility for ensuring the proper operation of the Software Solution within its hosting environment rests solely with the End-User. 

5.11. The Company may provide recommended system requirements and guidelines for optimal performance; however, adherence to such recommendations shall be the responsibility of the End-User. Failure to meet recommended specifications may result in suboptimal performance, for which the Company assumes no liability. 

6. Restrictions 

6.1. This EULA does not transfer, assign, or alter the ownership of the Software Solution or the Intellectual Property Rights. The Intellectual Property Rights shall remain the sole property of the Company or its licensors, as applicable, and are protected by copyright law, as well as other legislation applying to trade secrets and Intellectual Property Rights. The End-User is granted a limited right to access and use the Software Solution as set forth in this EULA and the Schedules, without any ownership or proprietary interest being transferred. The Company retains all copyright and other rights relating to the Intellectual Property Rights and protected commercial activities between the Company and the End-User and with respect to the Software Solution.  

6.2. The End-User shall not use the Software Solution unless he has agreed to this EULA and the Schedules. By obtaining the License, the End-User is granted the right to use the Software Solution solely for its internal business purposes. 

6.3. The End-User shall not, or attempt to: 

6.3.1. copy, modify, adapt, or create derivative works of the Software Solution, or any part thereof; 

6.3.2. translate, reverse engineer, decompile, disassemble or otherwise reduce the Software Solution;  

6.3.3. work around any technical limitations of the Software Solution;  

6.3.4. start commercial hosting the Software Solution; 

6.3.5. publish the Software Solution for others to copy, remove any proprietary notice or labels on the Software Solution; or 

6.3.6. resell, distribute, rent, lease, sublicense, grant security interest in, use the Software Solution for commercial hosting, any other external purposes, or otherwise transfer access to the Software Solution (in whole or in part) to any third party nor use it on behalf of or for the benefit of any other party without prior written consent from the Company. 

6.4. The End-User agrees to comply with this EULA, the Order, the Schedules, applicable laws and regulations in connection with the use of the Software Solution.  

7. Infringements of Intellectual Property Rights 

7.1. The End-User shall notify the Company as soon as practicable after the End-User becomes aware of:  

7.1.1. any actual, threatened or suspected infringement of the Intellectual Property Rights, any related material or of any breach of confidence relating to any of the foregoing; or 

7.1.2. any claim brought against the End-User alleging that its use of the Software Solution, infringes an intellectual property or other rights belonging to, or alleged to belong to, the claimant.  

7.2. If any such claim as is mentioned in Article 7.1.2 is brought against the End-User, the Company shall use its reasonable endeavors to replace the portion of the Software Solution which allegedly infringes the claimant’s rights with material which does not so infringe or, if that is not reasonably practicable, shall be entitled to:   

7.2.1. require the End-User to cease using the portion of the Software Solution which allegedly infringes the rights of the claimant and give the End-User a proportionate reduction of future fees payable under this EULA; or   

7.2.2. require the End-User to defend or settle the claim. 

7.3. If the Company requires the End-User to defend or settle a claim in accordance with Article 7.2.2 the Company shall:   

7.3.1. indemnify the End-User in accordance with Article 7.4; or  

7.3.2. be entitled to all damages, costs or expenses which are awarded against, agreed to be paid in settlement by the claimant.  

7.4. The Company shall indemnify the End-User against damages, costs or expenses awarded against, or incurred or agreed to be paid in settlement by the End-User arising out of a claim that the use of the Software Solution supplied by the Company infringes intellectual property or other rights of any other person, provided that the End-User shall:  

7.4.1. fully notify the Company as soon as practicable after the End-User becomes aware of the claim;  

7.4.2. permit the Company to have exclusive control of any negotiations or proceedings in connection with the claim;  

7.4.3 take all reasonable steps to mitigate any loss or liability in respect of the claim; and  

7.4.4 not compromise or settle the claim in any way without the Company’s written consent. 

8. Subscription Fees and Payment Terms 

8.1. The End-User shall pay the Subscription Fees.  

8.2. The Company reserves the unilateral right to review and change the Subscription Fees. Any fee received for the resale of third-party licenses, e.g. Microsoft, may change due to the exchange rate of the currency in which the purchase takes place and due to changes in the price list of that third party. 

8.3. The End-User shall be solely responsible for all travel and accommodation expenses incurred by the Company’s designated employees in connection with this EULA or the Schedules, as further outlined in the Company’s general terms and conditions available at the Legal Center. This includes, but is not limited to, expenses related to the Setup, training the End-User’s employees and/or providing Support Services. 

8.4. Unless otherwise specified, all fees under this EULA are exclusive of value-added tax ("VAT”), other applicable sales taxes and any withholding tax imposed by any Government. Any such taxes shall be added to the fees and paid by the End-User. 

8.5. All Subscription Fees are non-refundable unless otherwise provided in this EULA or the Schedules.  

8.6 Payment terms are further outlined in the Order, the invoices for the Subscription Fees, and the Company’s General Terms and Conditions available in the Legal Center. 

9. Maintenance, Update Plan, Services and Support 

9.1. The Company will perform the Setup as requested in each SOW. The End-User shall provide all necessary support and information required for the Setup. Delivery is considered complete once the Setup has been finalized, and the End-User has been granted access to the Software Solution.  

9.2. The Company shall maintain the availability and performance of the Software Solution, including applying necessary updates, fixes, and enhancements. Scheduled maintenance may be conducted with prior notice to the End-User, and the Company shall endeavor to minimize any disruption to the End-User’s use of the Software Solution.  

9.3. The Company, or as applicable, the relevant partner re-selling the Software Solution, is the End-User’s first point of contact in respect of queries, complaints and technical support and will give as much assistance as practically possible, within this EULA and the Schedules. 

9.4 The End-User can request additional support services in the Software Solution through a separate agreement, for a fee. The Company’s obligation to provide support services is limited to the latest standard versions of the Software Solution and one immediately prior version. 

9.5 The End-User can request product training by the Company at the End-User’s local premises, or via telephone, via internet, meeting or other methods available for remote assistance on the use, maintenance and support of the Software Solution and such other matters as shall be determined by a separate agreement between the Parties, for a fee. The Company may provide training/demonstration materials, and other technical materials for the Software Solution, such material to be supplied in the English language. 

9.6. The End-User is entitled to the Enhancements. The Company will keep the End-User fully informed of any available upgrades or improvements. Custom change or customization of the Software Solution paid separately by the End-User shall be updated with general updates of the Software Solution.   

9.7. Training of the Enhancements, custom change, customization, or updates is not included in the License.  

9.8. The Company shall further provide Services and Support Services in accordance with the terms in the Company’s Service and Support Service Terms set out in the Legal Center. 

9.9. The Company may update or modify the Software Solution at its sole discretion, provided such updates do not materially degrade the functionality of the Software Solution. For example, the Company may from time to time, alter the specifications of the Software Solution, or deviate from such specifications; provided, however, that no such alteration or deviation in the Software Solution, or major component thereof, which affects the form, fit or functional interchangeability of the Software Solution shall be made without the End-User’s acceptance.  

10. Confidentiality and Validation

10.1. Each Party agrees to protect the other Party’s Confidential Information and use it solely for purposes of this EULA.  

10.2. During or after the EULA Term (as defined in Article 11.5) in perpetuity the End-User will not use, disclose or otherwise permit any person or entity access to any of the Company’s Confidential Information other than as required to perform this EULA and the Schedules. 

10.3. The End-User shall, upon request, provide any information requested or required by the Company to verify that the Software Solution is properly licensed and that the Subscription Term has not expired. This includes confirming that no unauthorized changes have been made to the validation functions of the Software Solution. Information may include, but is not  limited to: 

a. the End-User license identifier; 

b. product name;

c. product version number;

d. product use; 

e. legal entity name; 

f. head office location; 

g. terminal ID; and 

h. latest transaction ID.

The End-User agrees to such transmission of information for validation purposes and acknowledges that failure to provide requested information may result in termination of the License.  

11. Term and Termination 

11.1. The Subscription shall commence on the Effective Date and shall be valid for a fixed term of twelve (12) months (the “Subscription Term”).  

11.2. If the Company, or authorized partner, provides the End-User with a license for Microsoft Base Software or Other Specific Software, cf. Article 3.3, the End-User agrees to be bound by the terms of the applicable license.  

11.3. The Subscription must be cancelled, recalculated, or the underlying Licenses reduced no later than thirty (30) days prior to the last day of the Subscription Term; otherwise, the Subscription shall automatically renew for an additional twelve (12) months, under the same terms.  

11.4. If the Subscription is cancelled during the Subscription Term the End-User shall remain liable for paying the Subscription Fee over the full Subscription Term, whether the End-User acquired the Subscription through the Company or a re-selling partner.  

11.5. The number of Licenses or modules under the Software Solution may be increased during the Subscription Term, for additional fee per License but may not be reduced. Any Licenses or modules added during the Subscription Term shall align with the existing Subscription Term, meaning they will expire and renew on the same date as the original Licenses and modules, ensuring a unified renewal cycle and avoiding staggered expiration dates.  

11.6. This EULA shall commence on the Effective Date and shall remain in effect during the Subscription Term or until this EULA is terminated (the “EULA Term”). 

11.7. This EULA, and therefore the Subscription, can be terminated in accordance with this Article 11 or as set forth in the Schedules.  

11.8. In addition to any other rights and remedies in the Schedules or at law, the Company shall be entitled to terminate this EULA forthwith by giving written notice if: 

11.8.1. the End-User commits any breach of this EULA, and if the breach is capable of remedy, the End-User fails to remedy it within thirty (30) days after being given a written notice describing the breach and requiring it to be remedied; 

11.8.2. due to Material Breach of this EULA or the Schedules; 

11.8.3. the End-User becomes directly or indirectly involved, in the design, development, manufacture and/or distribution of any products which compete directly or indirectly with the Software Solution; or 

11.8.4. the End-User ceases its activities or becomes subject to any form of insolvency procedure under any law, including but not limited to bankruptcy and suspension of payment. 

11.9. Upon termination of this EULA, for any reason, the End-User loses the right to use the Software Solution and has a limited period to retrieve their data from the service. After this period, the End-User must then immediately stop using the Software Solution. Upon termination the End-User must delete or destroy the Company’s Confidential Information and cease using any properties owned by the Company, such as the Software Solution. The End-User shall submit a written confirmation once it has been deleted or destroyed. If the End-User continues to use properties owned by the Company, the End-User could be held liable for infringement.  

11.10. If the Software Solution is supplied to the End-User by a Partner, the Company may terminate the Subscription on account of a Partner’s non-payment or legal/regulatory reasons, or as otherwise permitted by this EULA or the Schedules. If the Company terminates the Subscription for any such reason, the Company will stop billing that Partner for the Subscription. If a Partner cancels the Subscription, the Company will not provide the End-User a refund or credit after the End-User has been provisioned with the Subscription.  

11.11. The following rights and obligations shall survive any termination or exercise of rights necessary to permit their complete fulfilment or discharge: 

11.11.1. The Company’s right to receive or recover, and the End-User’s obligation to pay any fees or other sums payable under this EULA and the Schedules which are vested in, accrued or accruable at the time of termination or exercise of such rights. 

11.11.2. Any rights or remedies of the Company towards the End-User under this EULA and the Schedules with regards to any cause of action or claim of the Company, whether or not accrued at the time of termination, arising from the End-User’s breach of or failure to perform any obligation under this EULA and the Schedules.  

11.12. In addition to the rights and obligations which survive as expressly provided in this EULA and the Schedules, any provisions that, by their nature should remain in effect shall survive termination or expiration thereunder. 

12. Warranties and Disclaimers 

12.1. The Company only offers warranties for the Software Solution as explicitly stated in this EULA. 

12.2. If within ninety (90) days of the Setup, the End-User documents a significant error preventing vital business functions, the Company will, at its discretion and no charge, either 1) provide a new error-free version, or 2) correct the error. This is the Company’s sole obligation for any errors in the Software Solution, and no other claims can be made against the Company for such errors. Error corrections might take the form of workarounds that minimize the error's impact. This limited warranty shall be rendered void if failure is due to misuse, abuse, or unauthorized modifications of the Software Solution by anyone other than the Company, or third-party authorized by the Company. No additional warranties are provided or implied, including any for special purposes. 

12.3. Except as expressly stated in this EULA, the Software Solution is provided “as is”. The Company disclaims all express and implied warranties, including but not limited to performance, quality, merchantability, durability, fitness for purpose, and freedom from defects or errors. The Company further does not warrant that the Software Solution or its servers are free from viruses or other harmful components.  

13. Limitation of Liability 

13.1. To the fullest extent allowed by law, the Company will not be liable to the End-User by reason of any representation for any direct, indirect or consequential losses, costs, expenses or damages arising from or related to this EULA, including lost profits, business interruption, or loss of business information, regardless of negligence or other fault. This applies even if the Company was aware of the potential for such damages. 

13.2. The Company’s liability for direct damages, regardless of the cause whatsoever, shall be limited to the Subscription Fees paid by the End-User during the current Subscription Term preceding the claim. 

13.3 Any claims under this EULA must be made within one (1) year after the Effective Date.  

14. Notices

14.1. All notices contemplated herein shall be sent in writing by electronic mail (“e-mail”), or via certified mail, confirmation of receipt required, addressed to the contracting party as stated in the Order.  

14.2. The End-User will give the Company prompt written notice if the End-User becomes insolvent, enters bankruptcy, reorganization, composition or other similar proceedings, whether voluntary or involuntary, or admit in writing its inability to pay debts, or make or attempt to make an assignment for the benefit of the creditors. 

14.3. Notices will be deemed delivered on the date shown on the postal return receipt or on the courier confirmation of delivery or upon the date of receipt in case of e-mail. 

15. Data Protection 

15.1. Insofar as the Software Solution provided by the Company to the End-User may be considered processing of personal information by the Company on behalf of the End-User in the context of Act No. 90/2018 on Data Protection and the Processing of Personal Data (the “Data Protection Act”), and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), the Company may require the End-User to agree and finalize a Data Processing Agreement governing such processing as required by article 25 of the Data Protection Act and article 28 of GDPR. 

15.2. Regarding the Company’s processing of personal data, a reference is made to the Company’s Privacy Policy, which can be found on the Legal Center. 

15.3. The End-User Data will be used only to provide the End-User the Software Solution and services including purposes compatible with providing those services. The Company will not use the End-User Data or derive information from it for any advertising or similar commercial purposes. The End-User retains all rights, title and interest in the End-User Data. The Company acquires no rights in the End-User Data, other than the rights required by the Company to provide the Software Solution and services. 

15.4. The Company will not disclose the End-User Data outside of the Company or its Affiliates except (i) as the End-User direct, (ii) as described in this EULA and the Schedules, or (iii) as required by law. 

15.5. The End-User shall have sole responsibility for the accuracy, quality, integrity, legality, compliance with applicable laws and regulations, reliability, appropriate and ownership of all the End-User Data. The End-User agrees to provide any notices and obtain any consents related to its use and the Company’s provision of the Software Solution and services, including those related to the collection, use, processing, transfer and disclosure of personal information. 

15.6. The End-User agrees to provide notification to the User of the Software Solution that the End-User Data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities and agrees to obtain the User consent for the same. 

15.7. The End-User’s ability to access and extract the End-User Data is in accordance with Microsoft data retention policy. If the End-User is provided with a demo license or a free trial for the Microsoft Base Software, Other Specific Software, or the Software Solution such demo license or free trial shall be in accordance with the applicable terms and policies. This EULA shall apply for demo licenses of the Software Solution as applicable, whereas such demo license is provided for sixty (60) days. Access and extraction due to demo license or free trial shall be in accordance with Microsoft data retention policy and their terms on demo license or free trial. 

16. Miscellaneous 

16.1. This EULA, and the Schedules, constitutes the entire terms between the Parties and supersedes all prior agreements, terms or understandings. Confidentiality and proprietary rights protections from previous agreements and terms remain in effect, as do any outstanding financial obligations. 

16.2. If any provision hereof is determined by a competent tribunal to be illegal or unenforceable, it shall be deemed modified to the minimum extent required by law while preserving its intent, and all remaining provisions shall continue in full force and effect.  

16.3. This EULA shall not be deemed to create any partnership, joint venture or employment relationship between the Parties. 

16.4. The individual accepting and agreeing to this EULA, the Order and the Schedules on behalf of the End-User represents and warrants that they have the authority to bind the End-User to this EULA, the Order and the Schedules. If the individual does not have such authority or does not accept this EULA and Schedules, the End-User is not authorized to access or use the Software Solution, and the individual may be deemed liable.  

16.5. The End-User cannot assign, mortgage, charge, or otherwise transfer or sub-license any of their rights or duties under this EULA and the Schedules without the prior written consent of the Company. The Company can assign, mortgage, charge, or otherwise transfer and sub-license its rights or duties subject to this EULA and the Schedules without the prior written consent of the End-User.  

16.6. In the event of conflict between the articles of this EULA and the Schedules, the articles of this EULA shall prevail.  

16.7. The Company reserves the right to amend this EULA, providing at least thirty (30) days’ notice via the Company’s website, email to the End-User, or a notification within the Software Solution. By continuing to use the Service after the amendments take effect, the End-User agrees to be bound by the updated terms.  

17. Governing law and disputes 

17.1. This EULA is governed by the law of Iceland.  

17.2. In the event of aa dispute between the Parties, that cannot be resolved, shall solely be resolved by the District Court of Reykjavik.  

17.3. Notwithstanding the foregoing, the Company reserves the right to seek and obtain injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an arbitration award, or other order of similar import, including obtaining full payment of all fees and costs under this EULA and the Schedules from any court of competent jurisdiction (e.g. local courts at the End-User’s place of residence). 

17.4. The End-User’s remedies against the Company in connection with the Software Solution, this EULA, or any related services shall be strictly limited to the right to seek damages, if applicable, through legal action. The End-User expressly waives any right or remedy to rescind, enjoin, restrain, or otherwise interfere with the Company’s business operations, the Intellectual Property Rights, or any exploitation thereof, including but not limited to the development, licensing, hosting, distribution, modification, or maintenance of the Software Solution, any updates, enhancements, or related services