STAEDEAN End User License Terms

These End User License Terms apply to the delivery and use of the STAEDEAN Software.

Article 1. Definitions

1.1. All capitalized terms used in these End User License Terms shall have the meaning ascribed to them in this article, unless explicitly indicated otherwise:

• Agreement: any agreement concluded between End-User and Partner based on which Partner provides a license to the STAEDEAN Software as well as services and/or Support.
• Affiliate: any legal entity that directly or indirectly controls, is controlled by or is under common control of either Party by ownership of more than 50% of the shares or the voting rights.
• Business Days: Monday to Friday, except for national public holidays in The Netherlands (or, if agreed, in the country where the delivery shall take place)
• Business Hours: from 8.30 AM to 5.00 PM CE(S)T on Business Days.
• Confidential Information: any information marked as being confidential, or that the receiving Party should reasonably understand is of a confidential nature. Confidential information in any case includes information concerning the End User License Terms, information with regards to the STAEDEAN Software, any license keys or login credentials required to use the STAEDEAN Software and/or other Deliverables, the Documentation and pricing information.
• End-User(s): any legal entity who legitimately uses the STAEDEAN Software on the basis of an Agreement subject to these End User License Terms.
• End-User UoM Profile: a combination of the different Units of Measures for a Solution.
• Custom Modifications: modifications to STAEDEAN Software specifically developed for End-User. Custom Modifications are not included in future Releases.
• Deliverables: all materials provided to End-User, including but not limited to STAEDEAN Software, data, designs, blueprints, Documentation, concepts, texts, images, drawings, opinions and reports.
• Documentation: descriptions relating to (use of) the STAEDEAN Software and/or Deliverables, provided by STAEDEAN in relation thereto and/or as published on https://docs.staedean.com (as updated at any time at STAEDEAN’s sole discretion).
• End-User Data: all data provided by End-User under these End User License Terms, as well as all data stored or processed via the STAEDEAN Software.
• Error: a substantial failure of the STAEDEAN Proprietary Software to meet the functional and/or technical specifications agreed between the Parties, as stated in the End User License Terms and Documentation (if any), under the precondition that it can be demonstrated and reproduced by End-User.
• Hotfix: smaller service packs, a correction of an Error, or any other changes to the STAEDEAN Proprietary Software made available to End-User.
• Instance: has the same meaning as ‘Instance’ as at any time defined by Microsoft in its own general terms for Microsoft Dynamics Software.
• Intellectual Property Rights: all rights of intellectual property and associated rights, including but not limited to copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and related rights, as well as all rights to know-how and any performance on a par with these rights.
• Party or Parties: indication of STAEDEAN and End-User independently or collectively.
• Partner: a certified partner of STAEDEAN who has been authorized to sell the STAEDEAN Software and provide additional services and/or support to End-User in line with the partner program set up by STAEDEAN.
• Release: any new version of the STAEDEAN Proprietary Software that contains substantial and significant enhancements, or other substantial changes in functionality or performance as compared to the previous version.
• Release Information: information provided by STAEDEAN about the latest Releases to be found at https://support.staedean.com under the relevant product page, such as Knowledge Base - Support - STAEDEAN
• Solution: multiple STAEDEAN Software products bundled together.
• STAEDEAN: the entity entering into this End User License Agreement either being STAEDEAN B.V., having its principal office at John M. Keynesplein, 10A, 4th floor, 1066 EP Amsterdam, the Netherlands, and incorporated under Dutch law with registration no. 30202447 and/or STAEDEAN S.r.l., having its principal office at having its principle office at Centro Direzionale Milano Due - Palazzo Bernini, 6th floor, 701-704, Via Fratelli Cervi snc, 20054 Segrate, MI, Italy, and incorporated under Italian law with registration no. MI-1596637.
• Support: any support provided by Partner in relation to the STAEDEAN Software.
• Support Portal: the online portal available via https://support.staedean.com/ticsm which can be used Partner for the benefit of End-Users to submit and follow-up on Support Tickets.
• Support Ticket: a request from Partner submitted via the Support Portal to provide Support.
• Tenant: has the same meaning as ‘Tenant’ as at any time defined by Microsoft in its own general terms for Microsoft Dynamics Software.
• Third-Party Software: any software solution made available under the End User License Terms which has not been developed by STAEDEAN, which may include without limitation Microsoft Dynamics software.
• Third-Party Terms: additional terms and conditions of suppliers of STAEDEAN relating to Third-Party Software.
• STAEDEAN Software: all software provided under the End User License Terms, which may include both STAEDEAN Proprietary Software and Third-Party Software as well as any modifications thereto.
• STAEDEAN Proprietary Software: any STAEDEAN Software made available under the End User License Terms which is developed by STAEDEAN, including any Hotfixes and Releases. STAEDEAN Proprietary Software explicitly excludes Custom Modifications, Microsoft Dynamics or any other Third-Party Software that may be delivered in combination with the STAEDEAN Proprietary Software.
• Unit of Measure: the way by which use of the STAEDEAN Software is measured, for example base user, enterprise and activity user, company, module, invoice, message or published connection as further set out in article 6.6 or the Agreement. In case of a Solution, the End User UoM Profile combines the relevant Unit of Measure. The applicable Unit of Measure is specified in the Agreement.

Article 2. Obligations of End-User

2.1. End-User is obliged to do what is reasonably required to ensure that the STAEDEAN Software can be provided under these End User License Terms.
2.2. End-User shall comply with all applicable laws and regulations with respect to its activities under the End User License Terms. End-User shall obtain and maintain all licenses, consents, and permissions necessary or reasonably required for STAEDEAN to perform its obligations under the End User License Terms.
2.3. End-User guarantees that the information and materials provided to STAEDEAN are correct and complete.
2.4. If End-User does not cooperate or provide information and materials in the manner referred to in the preceding articles, the resulting costs may be imposed on End-User and any agreed delivery schedule may be adjusted as reasonably necessary, without incurring any liability.
2.5. If End-User makes certain information carriers, electronic files or other materials available, End-User represents and warrants that these are free of viruses, malware and defects.
2.6. End-User will provide access to digital environments as well as physical locations insofar as is necessary for the performance of the End User License Terms. Furthermore, End-User shall adhere to reasonable instructions and advice given by Partner.

Article 3. Installation and implementation

3.1. Any delivery of STAEDEAN Software is exclusive of services for installation, training, consulting, development of modifications, implementation, or other services related to the STAEDEAN Software, unless explicitly agreed otherwise. Any delivery date (if agreed) shall not constitute a final deadline.

Article 4. Delivery of STAEDEAN

Proprietary Software
4.1. The STAEDEAN Proprietary Software is a standard product. STAEDEAN does not guarantee or ensure that the functionality of any such STAEDEAN Proprietary Software fulfils End-User’s needs.
4.2. STAEDEAN does not guarantee that any existing functionality will be included in new Releases. STAEDEAN is not obligated to continue any STAEDEAN Software and may, at its sole discretion, decide to cease licensing its STAEDEAN Software at any time, in which case STAEDEAN will notify Partner hereof 90 days in advance.
4.3. Subject to payment of the applicable license fees, the STAEDEAN Proprietary Software, is released by STAEDEAN together with the version of the relevant Microsoft Dynamics Software (e.g. Microsoft Dynamics 365). End-User is responsible for obtaining a sufficient license for the use of Microsoft Dynamics.
4.4. While making available Releases as part of the license subscription, STAEDEAN aims to keep pace with the release and lifecycle system of Microsoft Dynamics, although STAEDEAN does not warrant that it will provide Releases with the same frequency, or with regular frequency.
4.5. Releases will be provided on the current product version of the STAEDEAN Proprietary Software, which can be found in the Release Information.
4.6. In case of an Error, STAEDEAN may provide a Hotfix on a reasonable efforts basis in a way it considers appropriate in its discretion. STAEDEAN cannot be obliged to provide Hotfixes if End-User has not deployed the Release second to the latest Release (N-2) and is not using a supported version of Microsoft Dynamics.
4.7. Any available Hotfixes and Releases are uploaded in End-User’s asset library in Microsoft Dynamics where End-User must have deployed the Hotfix and Releases to use them.
4.8. End-User shall ensure to deploy Hotfixes and Releases correctly and without undue delay after being made available. STAEDEAN cannot be held liable for damages incurred by End-User due to Errors in the STAEDEAN Proprietary Software already resolved in a Hotfix or Release, but which End-User has not yet deployed.

Article 5. Delivery of Third-Party Software

5.1. Any Third-Party Software will be provided subject to the relevant Third-Party Terms. An overview of the available Third-Party Software and applicable Third-Party Terms can be found at https://www.staedean.com/legal-documents.
5.2. End-User explicitly authorizes STAEDEAN, if necessary for the performance of the End User License Terms to accept the Third-Party Terms referred to in the preceding article on End-User’s behalf. End-User hereby ensures conformity to any such Third-Party Terms.
5.3. To the extent Third-Party Terms do not determine otherwise, are not applicable or appear to be void, voidable or otherwise invalid, the terms and conditions laid down in the End User License Terms will be applicable to the Third-Party Software.

Article 6. Scope of the License

6.1. End-User is granted the right to use the STAEDEAN Software during the term specified in the Agreement based on the Units of Measure and corresponding choices and limitations subject to and specified in the signed Agreement (e.g. number of named users or other relevant parameters). End-User may order additional Units of Measure at any time but can only decrease the Units of Measure at the renewal date of the agreed term(s) in the Agreement.
6.2. Except as expressly stated otherwise in the Agreement or Third-Party Terms, End-User may only use the STAEDEAN Software for its own internal business purposes, insofar as such purposes align with the purpose for which it is designed, as described in the Documentation. The Documentation is licensed solely for the purpose of supporting End-User’s use of the STAEDEAN Software as described in this article. The license shall become effective as soon as the STAEDEAN Software is made available to End-User, unless agreed otherwise.
6.3. Except as expressly stated otherwise in the Agreement or Third-Party Terms, the STAEDEAN Software may only be used on one Tenant, but may within this Tenant be used on multiple Instances. The users of the STAEDEAN Software are ascribed to Instances.
6.4. Subject to the limitations and conditions set out in these End User License Terms, and the limitations set out by the number of Units of Measure included in the license for the STAEDEAN Proprietary Software as agreed, End-User is entitled to allow the STAEDEAN Proprietary Software to be used by its Affiliates. It is the sole responsibility of End-User to ensure that both its own users and the users of its involved Affiliates do not violate the terms and conditions of these End User License Terms and that the total amount of Units of Measure is not superseded without separate prior agreement. End-User warrants that its Affiliates are bound by the terms and conditions stated herein before granting the Affiliates access to the STAEDEAN Proprietary Software. End-User indemnifies STAEDEAN for any breach of this End User License Terms by End-User, its Affiliates or their users.
6.5. The right to allow Affiliates to use STAEDEAN Proprietary Software as described in article 6.4 does not apply to Third-Party Software. Use of any Third-Party Software is subject to the relevant Third-Party Terms which may include different mechanisms or additional requirements for any such use. End-User is responsible for compliance with any such Third-Party Terms and shall indemnify and hold STAEDEAN harmless from any claims related to a (supposed) violation thereof.
6.6. The following terms apply with regard to Units of Measure:
a. If the Unit of Measure is ‘User’, the number of Users must be equal to the number of Operations and Activity Users for Microsoft Dynamics Finance & Supply Chain Management/Business Central (hereinafter referred to as “Microsoft Dynamics”). Hence , in the event additional Microsoft Dynamics Users of these types are ordered by End-User, the same number of extra Users for the STAEDEAN Software must also be ordered.
b. If the Unit of Measure is ‘Base User’ or ‘Activity User’, the number of Base Users and Activity Users must be equal to the number of all Microsoft Dynamics users. Hence, in the event additional Microsoft Dynamics users are ordered by End-User, the same number of extra Users for the STAEDEAN Software must also be ordered.
c. If the Unit of Measure is ‘Company’, the number of Companies must be equal to the number of implemented companies in Microsoft Dynamics that use the STAEDEAN Software. Hence, in the event additional companies are implemented in Microsoft Dynamics, the same number of extra Company licenses for the STAEDEAN Software must also be ordered.
d. If the Unit of Measure is ‘Login’, the number of monthly Logins may not exceed the licensed number. In the event that extra logins are required or configured in the system, additional Login licenses for the STAEDEAN Software must also be ordered.
e. if a Solution is delivered the relevant Units of Measure are detailed in the ‘End-User UoM Profile’. If any one of the Units of Measure making up the End-User UoM Profile, as further set out in the Agreement, are exceeded additional licenses for the Solution must also be ordered.

Article 7. Support

7.1. Partner will provide Support. Partner is enabled to access the Support Portal on End-User’s behalf with login credentials. The login credentials for the Support Portal are strictly confidential and STAEDEAN may assume that all actions taken via the Support Portal after logging in are supervised and/or approved by End-User.
7.2. If End-User has received login credentials, it shall ensure that login credentials for the Support Portal are provided to a limited number of its employees or to Partner’s employees, who have the right to request support.

Article 8. Audit

8.1. End-User’s use of the STAEDEAN Software may be subject to an audit at STAEDEAN’s expense. Any such audit shall be conducted during regular Business Hours online and shall not unreasonably interfere with End-User’s business activities.
8.2. Compliance capabilities may be included or activated in the STAEDEAN Software which verifies End-User’s compliance with the End User License Terms related to usage of the licenses provided to End-User.
8.3. If the reporting, an audit or automated control reveals that the usage by End-User is higher than projected in the Agreement additional fees will be due from the moment End-User started using more STAEDEAN Software than licensed.

Article 9. Intellectual Property Rights

9.1. All Intellectual Property Rights pertaining to the STAEDEAN Software and any Deliverables shall remain with STAEDEAN or its suppliers. Upon concluding the Agreement and subject to these End User License Terms, End-User only acquires the limited, non-exclusive, non-transferable and non-sublicensable right to use the STAEDEAN Software and other Deliverables provided.
9.2. End-User may only use the STAEDEAN Software and any Deliverables provided for the duration of and subject to and described in the Agreement and for its own use. End-User shall not sub-license, rent, sell, lease or distribute the STAEDEAN Software or Deliverables to any third party.
9.3. End-User shall not modify the STAEDEAN Software and other Deliverables or have the STAEDEAN Software or other Deliverables modified by a third party beyond the customary extension options provided by STAEDEAN or its suppliers. Furthermore, it is not permitted to modify or remove any indications of Intellectual Property Rights from the STAEDEAN Software and other Deliverables.
9.4. End-User shall not reverse engineer, disassemble or decompile the STAEDEAN Software or otherwise attempt to derive, determine or receive the source code or the logic therein, except where this is permitted pursuant to mandatory law or is explicitly permitted by STAEDEAN in writing otherwise.
9.5. STAEDEAN or its licensors can take technical and other measures to protect the STAEDEAN Software or other Deliverables. Where such security measures have been implemented, End-User may not remove or circumvent these.
9.6. Upon prior approval, STAEDEAN may use End-User’s name or trademark, trade name or logo in external communications, presentations, marketing materials, and on its website and to describe the STAEDEAN Software provided.
9.7. All rights of use are granted under the condition that End-User pays all fees related to the use of the STAEDEAN Software by the applicable due dates.
9.8. End-User indemnifies and holds STAEDEAN harmless from all claims of third parties related to or arising from End-User Data and any other materials provided by End-User to STAEDEAN.

Article 10. Confidentiality and personal data

10.1. The Parties will treat Confidential Information of the other Party as strictly confidential and use it only for the purpose for which it is provided. If required for the purpose Confidential Information may be shared with either Party’s Affiliates.
10.2. The receiving Party will ensure that the Confidential Information of the disclosing Party is given the same level of protection as its own confidential information, but at least a reasonable level of protection.
10.3. The Parties will also impose the obligation described above concerning Confidential Information on their employees and any third parties engaged.
10.4. The obligation to treat Confidential Information as confidential will not apply if the receiving Party can prove that the Confidential Information:
a. was already in the possession of the receiving Party prior to when it was provided;
b. is available from a third party without this party acting in breach of any duty of confidentiality in respect of the disclosing Party by providing it;
c. is available from public sources such as newspapers, patent databases, websites etc.; or
d. was developed independently by the receiving Party without using any information of the disclosing Party.
10.5. If a Party receives an order from a competent authority to hand over Confidential Information, it will be entitled to hand it over. The disclosing Party shall be informed as soon as possible in advance of the order, unless this is prohibited by law. If the disclosing Party states that it intends to take measures against the order, the receiving Party will wait before handing over the information until a decision has been taken on this, insofar as this is permitted by law.
10.6. Both parties may exchange a limited amount of personal data (i.e. names and surnames, contact information) pertaining to their respective staff involved in the performance of the End User License Terms. Such personal data shall be kept in confidence as per this article 10 and shall be used only as necessary for the execution of the End User License Terms. The party receiving such personal data shall comply with the instructions of the disclosing party, including any request to update or delete such personal data. The disclosing party ensures that it has the rights or has obtained the freely given, specific, informed and unambiguous consent of the data subjects necessary to share such personal data with the other party and shall at all times be regarded as the “data controller”. End-User shall ensure that no other personal data is disclosed to STAEDEAN under the End User License Terms, and that no personal data of its end users is disclosed to STAEDEAN, except when agreed otherwise. If there is a need for STAEDEAN to act as processor and process personal data under the End User License Terms, the Parties will enter into a data processing addendum.
10.7. The provisions of this article shall continue to be effective after termination of the license granted under the Agreement.

Article 11. Liability

11.1. STAEDEAN's liability for loss, damages or other claims based on an attributable breach (including breaches of warranties or indemnifications), an unlawful act or any other ground is limited to the amount due by End-User for the STAEDEAN Software resulting in the loss, damages or claims (exclusive of VAT) during a term of 12 months prior to the loss, damages or claims arising, with a maximum of EUR 50.000 per calendar year, regardless of the number of events and the (amount of) STAEDEAN Software purchased by End-User.
11.2. Without prejudice to article 11.1, STAEDEAN will only be liable for direct loss or damage. Direct loss or damage shall only include:
a. reasonable costs to prevent or limit damage which could be expected as a result of the event on which the liability claim is based;
b. reasonable costs for determining the nature and scope of the damage and the liability of STAEDEAN, insofar as these costs relate to direct damages as described in this article;
c. reasonable costs for attempts to get satisfied on the basis of a settlement out of court, insofar as these costs relate to direct damages as described in this article.
11.3. Any limitations or exclusions of STAEDEAN's liability as stipulated in the End User License Terms will lapse if and insofar as the loss or damage is due to intent or willful recklessness on the part of STAEDEAN's management, or death or physical injury.

Article 12. Force Majeure

12.1. Neither Party will be obliged to perform the End User License Terms if performance is prevented as a result of force majeure, nor shall either Party be liable for any loss or damage due to force majeure.
12.2. Force majeure is considered to exist in any event in case of fire, floods, power outages, telecommunications infrastructure failures, force majeure on the part of suppliers, network attacks (including (D)DoS-attacks), attacks by malware or other harmful software, civil commotion, pandemics, natural disaster, import and export impediments, strikes, war and terror that prevent a Party from performing its obligations under the End User License Terms.
12.3. To the extent that STAEDEAN had already fulfilled part of the End User License Terms by the time the force majeure situation arose or will be able to fulfil part of the End User License Terms, and such partial fulfilment can be ascribed an independent value, STAEDEAN may invoice for such fulfilment separately.
12.4. In the event of force majeure, either Party may suspend the performance of the End User License Terms for as long as the situation continues. If the situation lasts longer than 3 months, either Party will be entitled to terminate the End User License Terms in writing, without any obligation to pay compensation.

Article 13. Term and termination

13.1. The term of the license granted under these End User License Terms is set out in the Agreement.
13.2. The Parties may not terminate the End User License Terms in the interim except in those circumstances where the End User License Terms explicitly provides otherwise.
13.3. Either Party may suspend or terminate the End User License Terms with immediate effect (in full or in part) if:
a. the other Party fails to comply with its obligations under the End User License Terms or fails to comply with its obligations in time and such failure is attributable to that party, and does not remedy the situation within a reasonable period after being given notice of default, or;
b. the other Party (i) applies for bankruptcy or is declared bankrupt; (ii)applies for a moratorium or is granted a moratorium; (iii) suffers or permits the appointment of an administrative receiver over (a part of) its business or assets; (iii) is liquidated, or its business activities are discontinued or (iv) suffers an analogous event.
13.4. Termination of End User License Terms as per this article 13 does not include the right to rescind and does not result in an obligation to undo.

Article 14. Concluding provisions

14.1. The term "written" or “in writing”, where it appears in the End User License Terms, includes communication by email, provided that the identity of the sender and integrity of the communication are established sufficiently. The foregoing shall not apply to any notice of default or termination of the End User License Terms.
14.2. This End User License Terms is subject to Dutch law. Any disputes arising in connection with this End User License Terms will be submitted to the competent Dutch court in the court district Midden-Nederland.
14.3. Any assignment of End-User’s rights and obligations is subject to STAEDEAN's prior written consent and shall be conditional upon any applicable Third-Party Terms which may further restrict End-User's right of assignment. End User will contact Partner to arrange for such prior written consent from STAEDEAN. A written confirmation by Partner of STAEDEAN’s consent is not considered prior written consent from STAEDEAN.
14.4. STAEDEAN may transfer the rights and obligations under the End User License Terms to a parent, Affiliate or sister organization, or to a third party that is taking over the relevant business operations from STAEDEAN, without requiring the consent or cooperation of End-User.
14.5. If any provision in the End User License Terms proves to be void, voidable or otherwise invalid, this will not affect the validity of the entire End User License Terms. In such case, the Parties will replace that provision with a new one reflecting the purpose of the original article as much as is possible under applicable law.
14.6. Any terms of this End User License Terms which, by their nature, extend beyond the day this End User License Terms comes to an end shall remain in effect and thus bind the Parties.
14.7. In the event any translation of this End User License Terms is prepared for convenience or any other purpose, the provisions of the English version shall prevail.

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