Article 1. General
1.1. STAEDEAN offers certain software solutions based on Microsoft Dynamics 365. These terms and conditions (“Trial License Terms”) govern the delivery and use of the Software and Deliverables during the Trial Period.
Article 2. Conclusion of contract, Trial
2.1. By submitting the Webform and accepting these Trial License Terms the Customer submits a binding offer to conclude an agreement for the free of charge use of the Software and Deliverables for trial purposes. STAEDEAN may, at its sole discretion, accept this offer by sending a notification to the e-mail address indicated on the Webform for the use of the Software and Deliverables. Upon acceptance of the offer, an agreement is concluded (the “Trial Agreement”) based on which STAEDEAN grants the Customer a free right to use the Software and Deliverables for one (1) Unit of Measure for a period of four (4) weeks for trial purposes only ("Trial"). Based on the Trial Agreement, the Customer is only entitled to one Trial. STAEDEAN may extend the Trial at its sole discretion.
2.2. After the expiration of the Trial, the Customer’s right to use the Software and Deliverables will be blocked and the Customer may initiate a fee-based agreement with STAEDEAN for the delivery and use of the Software and Deliverables, which is governed by separate terms and conditions. The Customer may request a respective quote from STAEDEAN to that effect.
Article 3. Obligations of Customer
3.1. The Customer is obliged to do what is reasonably required to ensure that the Software and Deliverables can be provided correctly and on time. In particular, the Customer shall ensure that all information and materials that STAEDEAN indicates are necessary, or that the Customer should reasonably understand are necessary, are provided to STAEDEAN in time and free of charge.
3.2. The Customer will provide access to digital environments as well as physical locations insofar as is necessary for the duration of the Trial Agreement. Furthermore, the Customer shall adhere to reasonable instructions and advice given by STAEDEAN in connection with fulfilment of the Trial Agreement.
3.3. The Customer shall comply with all applicable laws and regulations with respect to its activities under the Trial Agreement. The Customer shall obtain and maintain all licenses, consents, and permissions necessary or reasonably required for STAEDEAN to perform its obligations under the Trial Agreement.
3.4. The Customer guarantees that the information and materials provided to STAEDEAN are correct and complete.
3.5. If the Customer makes certain information carriers, electronic files or other materials available to STAEDEAN, the Customer represents and warrants that these will be free of viruses, malware and defects.
Article 4. Installation and implementation
4.1. Upon conclusion of the Trial Agreement, STAEDEAN will make the Software and Deliverables available to a Customer by delivering the applicable license key to the contact person indicated by the Customer on the Webform and by providing downloadable packages for the relevant Deliverables via STAEDEAN’s website. The Customer is responsible for providing the correct information on the Webform.
4.2. Any delivery of Software is exclusive of services for installation, consultancy, development of modifications, implementation, or other services related to the Software, unless explicitly agreed otherwise herein.
Article 5. Scope of the Trial
5.1. Upon conclusion of a Trial Agreement and subject to these Trial License Terms, the Customer acquires the limited, non-exclusive, non-transferable and non-sublicensable right to use the Software and Deliverables for the duration of the Trial. The scope of functionalities for the Software and Deliverables shall be described on and communicated via the STAEDEAN website or otherwise (e.g. via an individual offer).
5.2. The Customer may only use the Software and Deliverables for its own internal business purposes, insofar as such purposes are aligned with the purpose for which it is designed, as described in the Documentation. The Deliverables are licensed solely for the purpose of supporting Customer’s use of the Software as described in this article. The license shall become effective as soon as the Software is made available to the Customer as set forth in Article 4.
5.3. The Software may only be used on one Tenant, but may within this Tenant be used on multiple Instances. The users of the Software are ascribed to Instances.
5.4. Subject to the terms of these Trial License Terms (including but not limited to the limited number of Units of Measure), the Customer is entitled to allow the Software to be used by its Affiliates. It is the sole responsibility of the Customer to ensure that both its own users and the users of its involved Affiliates do not violate the terms and conditions of this Trial Agreement and that the total amount of Units of Measure is not superseded without a separate prior agreement. The Customer warrants that its Affiliates are bound by the terms and conditions stated herein before granting the Affiliates access to the Software. Customer indemnifies STAEDEAN for any breach of the Trial Agreement by Customer, its Affiliates or their users.
5.5. The Data Assessment Template which may be provided by STAEDEAN under the Trial Agreement as part of the Deliverables may be copied and customized for the benefit of Customer’s own business needs. The Templates may only be used in combination with the Software.
5.6. As part of the Trial, the Customer may request STAEDEAN to support with the use of the Software and Deliverables. STAEDEAN will provide such support on a reasonable efforts basis.
5.7. The Software and Deliverables as well as any support will be provided to the Customer on an “as is” and “as available” basis. STAEDEAN and STAEDEAN Representatives do not make any warranty or representation with respect to the completeness, security, reliability, quality, usability, accuracy, use, or effectiveness of the Software, Deliverables and support. To the fullest extent permitted by law, STAEDEAN hereby disclaims all warranties of any kind, whether express of implied, including but not limited to any warranties of non-infringement and fitness for a particular purpose.
Article 6. Audit
6.1. On STAEDEAN’s request and at STAEDEAN’s expense, STAEDEAN may conduct an audit of Customer’s use of the Software. Any such audit shall be conducted during regular Business Hours online and shall not unreasonably interfere with Customer’s business activities.
6.2. STAEDEAN may include and/or activate compliance capabilities in the Software which verifies the Customer’s compliance with the Trial Agreement related to the usage of the licenses provided to the Customer.
6.3. If reporting, an audit or automated control reveals that the usage by Customer is higher than permitted under the Trial Agreement, the Customer shall be invoiced the applicable Prices for using more Software than licensed.
Article 7. Intellectual Property Rights
7.1. All Intellectual Property Rights pertaining to the Software and Deliverables shall remain with STAEDEAN, its Affiliates or its suppliers. It is not permitted to modify or remove any indications of Intellectual Property Rights from the Software.
7.2. The Customer may only use the Software and Deliverables as described in these Trial License Terms based on the Trial Agreement. The Customer shall not sub-license, rent, sell, lease or distribute the Software to any third party.
7.3. The Customer shall not modify, reverse engineer, disassemble or decompile the Software and Deliverables 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 as permitted by STAEDEAN herein.
7.4. STAEDEAN or its licensors can take technical and other measures to protect the Software and the Deliverables. Where such security measures have been implemented, the Customer may not remove or circumvent these.
7.5. STAEDEAN may use the Customer’s name or trademark, trade name or logo in external communications, presentations, marketing materials, and on its website, and to describe the Software provided.
7.6. The Customer indemnifies and holds STAEDEAN harmless from all claims of third parties related to or arising from Customer Data and any other materials provided by the Customer to STAEDEAN.
Article 8. Confidentiality
8.1. 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, Parties may share the Confidential Information with their Affiliates.
8.2. 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..
8.3. The Parties will also impose the obligation described above concerning Confidential Information on their employees and any third parties engaged.
8.4. 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.
8.5. If a Party receives an order from a competent authority to hand over the Confidential Information, it will be entitled to hand it over. The disclosing Party shall be informed as soon as possible before 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.
8.6. 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 Trial Agreement. Such personal data shall be kept in confidence as per Article 8 and shall be used only as necessary for the execution of the Trial Agreement. 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 right to share such personal data with the other party and shall at all times be regarded as the “data controller.” The Customer shall ensure that no other personal data is disclosed to STAEDEAN under the Trial Agreement, and that no personal data of its end users is disclosed to STAEDEAN. The Customer shall indemnify and hold STAEDEAN harmless from and against any claims relating to an end-user’s personal data.
8.7. The provisions of this article shall continue to be effective after termination of the Trial Agreement.
Article 9. Liability
9.1. To the fullest extent permitted by law and subject to Article 9.3, in no event shall STAEDEAN or STAEDEAN’ Representatives be liable for any loss, damages, or claims whatsoever, including direct, indirect or consequential damages of any kind (such as loss of profits, loss of revenue, loss of data) resulting from the Trial Agreement, from tort, indemnity or otherwise.
9.2. In the event that, despite the limitations set forth in Article 9.1, STAEDEAN or STAEDEAN’ Representatives can be held liable for any loss, damages, or claims, STAEDEAN’s liability will not exceed EUR 10.000, regardless of the number of events.
9.3. The limitations and exclusions of STAEDEAN's liability as stipulated in these Trial License Terms will not apply if and insofar as STAEDEAN is liable for loss or damage due to intent or willful recklessness.
Article 10. Force Majeure
10.1. Neither Party will be obliged to perform the Trial Agreement 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.
10.2. 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 Trial Agreement.
10.3. To the extent that STAEDEAN had already fulfilled part of the Trial Agreement by the time the force majeure situation arose or will be able to fulfill part of the Trial Agreement, and such partial fulfillment can be ascribed an independent value, STAEDEAN may invoice for such fulfillment separately.
10.4. In the event of force majeure, either Party may suspend or terminate the performance of the Trial Agreement for as long as the situation continues.
Article 11. Term and Termination
11.1. STAEDEAN may suspend or terminate the Trial Agreement with immediate effect (in full or in part) if the Customer fails to comply with its obligations under the Trial License Terms or if Customer (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; (iv) is liquidated, or its business activities are discontinued or (v) suffers an analogous event.
Article 12. Concluding provisions
12.1. The term "written" or “in writing”, where it appears in these Trial 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 Trial Agreement.
12.2. The laws that govern this Trial Agreement and the court that shall have jurisdiction over any dispute, depending on where the Customer is domiciled are outlined in the table below:
12.3. Any assignment of Customer’s rights and obligations is subject to STAEDEAN's prior written consent.
12.4. STAEDEAN may transfer the rights and obligations under the Trial Agreement to a parent, Affiliate or sister organization, or to a third party that is taking over the relevant business operations from STAEDEAN, requiring the consent or cooperation of the Customer.
12.5. If any provision in the Trial License Terms proves to be void, voidable, or otherwise invalid, this will not affect the validity of the entire Trial Agreement. In such case, the Parties will replace that provision with a new one reflecting the purpose of the original article as much as possible under applicable law.
12.6. Any provision in the Trial License Terms which, by their nature, extend beyond the day the Trial Agreement ends shall remain in effect and thus bind the Parties.
12.7. In the event that any translation of the Trial License Terms is prepared for convenience or any other purpose, the provisions of the English version shall prevail.
Annex 1 Definitions
All capitalized terms used in the Trial License Terms shall have the meaning ascribed to them in this Annex 1 unless explicitly indicated otherwise:
• 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.
• Trial Agreement: the agreement concluded between STAEDEAN and Customer for the Trial as set forth in Article 2.1.
• 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 Trial Agreement, information with regards to the Software, any license keys or login credentials required to use the Software, the Documentation and pricing information.
• Customer: the legal entity who concludes a Trial Agreement.
• Deliverables: all materials provided to Customer by STAEDEAN, including but not limited to software, data, designs, blueprints, templates, documentation, concepts, texts, images, drawings, opinions and reports.
• Documentation: descriptions relating to (use of) the Software, provided by STAEDEAN in relation thereto and as published on https://docs.staedean.com (as updated at any time at STAEDEAN’s sole discretion).
• Error: a substantial failure of the Software to meet the functional and/or technical specifications agreed between the Parties, under the precondition that it can be demonstrated and reproduced by Customer.
• Hotfix: smaller service packs, a correction of an Error, or any other changes to the Software made available by STAEDEAN to the Customer.
• 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.
• Parties: indication of STAEDEAN and the Customer independently or collectively.
• Price(s): the STAEDEAN list price(s) applicable in any year for Software licenses.
• Release: any new version of the 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
• Software: the software provided by STAEDEAN free of charge under these Trial License Terms.
• STAEDEAN: STAEDEAN B.V., having its principal office at John M. Keynesplein, 10A, 4th floor, 1066 EP Amsterdam, the Netherlands, and is incorporated under Dutch law with registration no. 30202447
• STAEDEAN’s Representatives: STAEDEAN’s Affiliates, officers, directors, shareholders, employees or partners.
• Tenant: has the same meaning as ‘Tenant’ as at any time defined by Microsoft in its own general terms
for Microsoft Dynamics Software.
• Template: a script provided by STAEDEAN to support the use of the Software, such as the Data Assessment Template
• Trial: the trial as described in Article 1.1 of these Trial License Terms
• Unit of Measure: the license metric by which the use of the Software is measured, which, in the case of the trial is “Company.”
• Webform: the webform on STAEDEAN’s website, which the Customer may populate and submit to apply for the Trial.
Copyright © 2024 STAEDEAN Legal Department. Last updated: October 21, 2024
