DynamicsShop Apps Licence Terms

DynamicsShop Apps Licence Terms
Version 2020-09.01

These DynamicsShop Apps license terms are an agreement between DynamicsShop, a trading entity of Simply Dynamics Ltd (or based on where you are located, one of its partners) and you. Please read them. They apply to the software named above, which includes the media on which you received it, if any. The terms also apply to any DynamicsShop

• updates,
• supplements,
• internet-based services, and
• support services

for this software, unless other terms accompany those items. If so, those terms apply. These license terms supersede the license terms embedded in the software.  By installing, having installed, or using the software, you accept these terms. If you do not accept them, do not install, have installed or use the software.

1. AGREEMENT

1.1. The Parties have entered into an agreement (hereinafter referred to as the “Agreement”) by virtue of a separate document that states (i) the identity of the Licensee, (ii) the specific product that falls within the scope of these License Terms, (iii) the specific modules the Licensee get license to, and (iv) the Licensee’s fees.

1.2. The acquired license may be terminated or cancelled only on the terms and conditions that follow from these License Terms. Cancellation of these License Terms shall not apply to licenses for other products that have been bought separately, e.g. a license to Microsoft’s products.

2. LICENSE

2.1. DynamicsShop grants the Licensee a non-transferable and non-exclusive right of use of (license to) the product specified in the Agreement (the specific modules the Licensee may be granted license to at any time, hereinafter referred to as the “Product”) on the following terms.

2.2. The use of the Product by the Licensee presupposes that the Licensee accepts these License Terms. Where the Licensee installs the Product or otherwise starts using the Product, this shall be considered to signify full acceptance hereof.

2.3. The current license comprises (i) the latest version of the Product at the time when the Agreement is signed and (ii) a mandatory maintenance subscription that grants the Licensee access to and right of use of new versions of the Product in exchange for continuous payments.

2.4. The right of use concerns only the Product itself and therefore does not apply to the requisite Microsoft licenses. The Licensee is free to acquire licenses for Microsoft products from third parties or by virtue of a separate agreement with DynamicsShop.

3. SCOPE OF THE RIGHT OF USE

3.1. The Licensee is granted the right to use the Product on these License Terms for the following users:

1. Internal use by persons employed by the Licensee as part of the Licensee’s work.
2. External users, including consultants to the Licensee; however, only as part of work done with the Licensee’s data and on behalf of the Licensee.

3.2. The Licensee shall be liable for all external persons who may get access to the Product pursuant to item 3.1 b) of these License Terms.

3.3. Installing, subscribing to or using the software means that the Licensee accepts these Terms (including any amendments thereto made at any time). Where the Licensee does not accept the terms, the Licensee may not install, subscribe to or use the software.

3.4. License Model. The software is licensed based on two models:

3.4.1. Subscription license model. When you opt for this model, you license the software per legal entity basis (per Microsoft ID) for a limited period that is additionally described in your agreement with your partner. The software is installed in your locality or is hosted by a third party on this party’s behalf or as your agent (“Subscription License Model”). This model is user-independent, so an unlimited number of users can use the license in the database for a limited period.

3.4.1.1. If your license expires or is terminated, your right to use the software shall expire instantly. If you continue to use the software afterwards, you may be held liable for breaches of intellectual property rights, which may result in substantial claims for damages or lawsuits.

3.4.2. Perpetual license model. When you opt for this model, you license the software on user basis for with no expiration for your current installed software platform. Your ability to upgrade the product to newer compatible versions requires that you continue to pay an annual fee for Software Assurance (typically 16% of your perpetual list price)  (“Perpetual License Model”).

3.4.2.1. If your license is terminated, your right to use the software shall expire instantly. If you continue to use the software afterwards, you may be held liable for breaches of intellectual property rights, which may result in substantial claims for damages or lawsuits.

4. STANDARD PRODUCT AND MODIFICATIONS

4.1. The Product is a standard product. It is the Licensee’s responsibility to ensure that the Product meets the Licensee’s specific needs and requirements. DynamicsShop shall maintain a log that unambiguously defines the most recently delivered and approved version of the Product.

4.2. Modifications to the most recently delivered and approved version of the Product may be made at the Licensee’s own risk. Analyses, modifications or other consulting assistance, if any, that may be necessary as a result of amendments to (i) the Licensee’s own IT environment, (ii) modifications to Microsoft products, (iii) changes to the Licensee’s use or (iv) installation of new Product releases and versions shall therefore be done by DynamicsShop for the Licensee in exchange for remuneration based on time spent. Separate consideration shall be calculated for assistance for migration of modifications and customizations in the Licensee’s own IT environment to new versions to Microsoft products or the Product regardless if such modifications have previously been made by DynamicsShop, third parties or the Licensee.

4.3. The obligations of DynamicsShop pursuant to these License Terms presuppose that the Licensee makes sure that new releases and versions are always installed at such a rate that the Product version installed at the Licensee is (i) not more than two versions behind the Product version that has been released most recently by DynamicsShop and that it has been (ii) installed not later than 6 months after the release of the respective version by DynamicsShop.

5. STANDARD SOFTWARE SUBSCRIPTION

5.1. Maintaining the license is conditional upon maintaining a software subscription. An extension to the scope of the License Terms shall lead to a corresponding extension to the software subscription.  The price of the software subscription is stated in the Agreement and is subject to annual adjustment. Where the Licensee defaults on his payments or cancels the subscription, the license shall be discontinued.

5.2. A software subscription entitles to receiving and installing Product updates. Such updates may comprise corrections of errors, new/improved features, adaptations to the applicable legislation and accounting policies, etc. The Licensee is entitled to use the updates as they are released. A software subscription entitles to use the updates on these License Terms.

5.3. It is the Licensee’s responsibility to install and implement the updates. DynamicsShop shall assist the Licensee in exchange for remuneration based on time spent.

5.4. A software subscription does not entitle to consulting assistance, error recovery and support. A right to the above may be acquired by virtue of a separate agreement.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. DynamicsShop holds the copyrights and other intellectual property rights to the Product. The Product falls within the scope of the copyright legislation and the international conventions on intellectual property rights.

6.2. Because of the intellectual property rights held by DynamicsShop, the Licensee may only use the Product on the terms and conditions described herein. The Licensee may not donate, lend, loan, lease, sell, pawn or otherwise assign the Product or the rights to it. The Licensee may not allow third parties to use or dispose of the Product unless this is in full compliance with Section 3.1, letter B).

6.3. The Licensee may not remove any form of brands, company names, copyright notices or other indications of the Product or the Product’s creators.

6.4. Any disregard for DynamicsShops’ intellectual property rights, including reckless handling of the software by the Licensee that enables violations of DynamicsShops’ intellectual property rights by third parties shall be considered to be a material breach of these License Terms, which shall entitle DynamicsShop to terminate the effect of the license with immediate effect, cf. Section 10.1 of the License Terms.

7. REVERSE ENGINEERING

7.1. The Licensee may not reverse engineer (convert the Product from object to source code), disassemble or decompile the program unless, and in this case only to the extent the Licensee’s right to such actions follows from the essential provisions of the law and after informing DynamicsShop.

8. LIMITED WARRANTY FOR 6 MONTHS

8.1. DynamicsShops’ liability for defects, including any obligation for repairs, shall lapse if the respective defect has not been claimed within 6 months after delivery.

8.2. Where the Licensee proves within 6 months of Product receipt that the Product does not work in accordance with the user documentation and that the deviation is an important defect of the Product (i.e. that one or more of the Licensee’s key business functions cannot be performed because the respective defect makes Product operation impossible, DynamicsShop may, of its own choice:

1. provide a new version of the Product free of charge;
2. fix the defect in the Product free of charge;
3. repay the license fee the Licensee has actually paid for the affected part of the Product – however, in such a way as to ensure the deduction of the value of the benefit the Licensee has had from the Product during the same period or
4. repay the whole license fee for the respective period and revoke the License Terms completely.

8.3. DynamicsShops’ performance of Section 8.1 shall represent DynamicsShops’ full range of obligations to the Licensee in the event of Product defects. The Licensee may therefore not place any other requirements on DynamicsShop in connection with defects.

9. DISCLAIMER AND LIMITATION TO LIABILITY

9.1. In no case shall DynamicsShop be liable for indirect losses and consequential damages regardless of the circumstances.

9.2. DynamicsShop disclaims any liability for loss of expected profit, loss of data, damage to registrations or data or any other form of indirect specific documented accidental losses or consequential losses that arise on account of or in connection with the use of the Product by the Licensee. DynamicsShop product liability is limited to the essential provisions of the law applicable at any time.

9.3. DynamicsShop overall liability for loss or damage on account of or in connection with these License Terms or the use of the Product shall, under all circumstances, be limited to the license fee the Licensee has actually paid for the Product in the last 12 months prior to the submission of a justified complaint.

10. EXEMPTION FROM LIABILITY IN CONNECTION WITH FORCE MAJEURE, ETC.

10.1. DynamicsShop may not be liable to the Licensee for any circumstances that lie beyond DynamicsShop s’ control and that DynamicsShop should not have taken into consideration, avoided or overcome at the time when the Agreement was accepted.

10.2. Unpredictable breakdowns delayed or missing deliveries, strikes, lockout, lack of transportation, restrictions of public authorities and similar circumstances release DynamicsShop from liability.

11. BREACH

11.1. DynamicsShop is entitled to terminate these License Terms, including the software subscription, with immediate effect if the Licensee commits a material breach hereof.

11.2. The Licensee is entitled to immediately terminate these License Terms if DynamicsShop commits a material breach of its obligations in accordance with these License Terms.

11.3. The termination shall have effect for the future. Payments that have already been made shall not be returned to the Licensee in connection with termination.

12. PERIOD AND TERMINATION

12.1. The license and the software subscription shall apply for a period of 6 months and shall be invoiced in advance. The period shall automatically be extended by a new 6-month period if the License Terms are not terminated in writing by the Licensee with at least 1 months’ notice at the end of the period.

12.2. DynamicsShop may always terminate the License Terms with 6 months’ notice.

12.3. However, regardless of the provisions of Section 12.2, DynamicsShop is entitled to terminate the software subscription with 6 months’ notice if DynamicsShop stops developing and offering updates.

13. LICENCE AGREEMENT EXPIRATION

13.1. When the License Terms expire regardless of the reason for that, the Licensee shall immediately and without compensation uninstall the Product and destroy all copies thereof.

14. PAYMENT

14.1. Upon contracting the License Terms, the Licensee shall pay DynamicsShop the software subscription for a period of 6 months. If the license is not terminated, cf. Section 12 of the License Terms, the Licensee shall be invoiced approx. 1 month before the expiration of the period for the coming 6-month period.

15. GOVERNING LAW AND VENUE

15.1. All disputes originating out of this license relationship shall be governed by Irish law without regard for the principles of governing law. Unless otherwise agreed by the parties, disputes shall be settled by the Dublin District Court.

15.2. Section 15.1 shall not prevent DynamicsShop from seeking or getting an injunction or another extraordinary legal remedy from the courts competent for this.