End User License Terms
These End User License Terms apply to the delivery and use of the STAEDEAN Software.
1. Definitions
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 To-Increase Software as well as services and/or Support.
• 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 To-Increase Software, any license keys or login credentials required to use the To-Increase Software and/or other Deliverables, the Documentation and pricing information.
• End-User(s): any legal entity who legitimately uses the To-Increase Software on the basis of an Agreement subject to these End User License Terms.
• Custom Modifications: modifications to To-Increase 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 To-Increase Software, data, designs, blueprints, Documentation, concepts, texts, images, drawings, opinions and reports.
• Documentation: descriptions relating to (use of) the To-Increase Software and/or Deliverables, provided by To-Increase in relation thereto and/or as published on https://docs.to-increase.com (as updated at any time at To-Increase’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 To-Increase Software.
• Error: a substantial failure of the TI 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 condition 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 TI 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.
• Partner: a certified partner of To-Increase who has been authorized to sell the To-Increase Software and provide additional services and/or Support to End-User in line with the partner program set up by To-Increase.
• Release: any new version of the TI 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 To-Increase about the latest Releases to be found at https://support.to-increase.com under the relevant product page, such as Knowledge Base - Support - To-Increase
• Subsidiaries: any company controlled by End-User by ownership of more than 50% of the shares or the voting rights in such company.
• Support: any support provided by Partner in relation to the To-Increase Software.
• Support Portal: the online portal available via https://support.to-increase.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 To-Increase, which may include without limitation Microsoft Dynamics software.
• Third-Party Terms: additional terms and conditions of suppliers of To-Increase relating to Third-Party Software.
• To-Increase: To-Increase B.V., having its principal office at Kazemat 2, 3905 NR Veenendaal, the Netherlands, and incorporated under Dutch law with registration no. 30202447.
• To-Increase Software: all software provided by To-Increase under the End User License Terms, which may include both TI Proprietary Software and Third-Party Software as well as any modifications thereto.
• TI Proprietary Software: any To-Increase Software made available under the End User License Terms which is developed by To-Increase, including any Hotfixes and Releases. TI Proprietary Software explicitly excludes Custom Modifications, Microsoft Dynamics or any other Third-Party Software that may be delivered in combination with the TI Proprietary Software.
• Unit of Measure: the way by which use of the To-Increase Software is measured, for example base user, enterprise and activity user, company, module, invoice, message or published connection. The applicable Unit of Measure is specified in the Agreement.
Article 2. Obligations of End-User
• End-User is obliged to do what is reasonably requested to ensure that the To-Increase Software can be provided under these End User License Terms.
• 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 To-Increase to perform its obligations under the End User License Terms.
• 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.
• 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.
Article 3. Installation and implementation
Any delivery of To-Increase Software is exclusive of services for installation, training, consulting, development of modifications, implementation, or other services related to the To-Increase Software, unless explicitly agreed otherwise. Any delivery date (if agreed) shall not constitute a final deadline.
Article 4. Delivery of STAEDEAN Proprietary Software
• The TI Proprietary Software is a standard product. To-Increase does not guarantee or ensure that the functionality of any such TI Proprietary Software fulfils End-User’s needs.
• To-Increase does not guarantee that any existing functionality will be included in new Releases. To-Increase is not obligated to continue any To-Increase Software and may, at its sole discretion, decide to cease licensing its To-Increase Software at any time, in which case To-Increase will notify Partner hereof 90 days in advance.
• Subject to payment of the applicable license fees, the TI Proprietary Software, is released 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.
• While making available Releases as part of the license subscription, To-Increase aims to keep pace with the release and lifecycle system of Microsoft Dynamics, although To-Increase does not warrant that it will provide Releases with the same frequency, or with regular frequency.
• Releases will be provided on the current product version of the TI Proprietary Software, which can be found in the Release Information.
• In case of an Error, To-Increase may provide a Hotfix on a reasonable efforts basis in a way it considers appropriate in its discretion. To-Increase 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.
• 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.
• End-User shall ensure to deploy Hotfixes and Releases correctly and without undue delay after being made available. To-Increase cannot be held liable for damages incurred by End-User due to Errors in the TI Proprietary Software already resolved in a Hotfix or Release, but which End-User has not yet deployed.
Article 5. Delivery of Third-Party Software
• 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.to-increase.com/legal-documents. End-User hereby ensures conformity to any such Third-Party Terms.
• 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.
