End User License Agreement (EULA)

1.SCOPE

1.1 Central Solutions provides a non-assignable and non-exclusive right of use as described herein to the version of the product delivered by Central Solutions (hereafter called “software”) including the documentation of the product.

1.2 The use of the software is subject to these terms of agreement and excludes all other terms of use from any party.

1.3 The software is considered to be in use when it has been loaded into a computers temporary memory (RAM or similar) or into a permanent memory (hard disk or similar).

1.4 The user of the software accepts the terms of this license agreement without any reservation. The user that accepts the use of the software and its terms in person ensures that he or she is authorized to do so on behalf of a company or any legal entity.

1.5 The User acknowledges that the use of Microsoft products, on which the software is based, is subject to the application of the term of use of Microsoft Products. These Terms of Use are provided by Microsoft.

2. PROPERTY RIGHTS

2.1 Central Solutions retains full property rights to the software, title, interests and intellectual property and all data enclosed in it, including, but not limited to, copyright, trademark right and other rights in the software. Central Solutions however does not gain any property rights to data that is stored by the Licensee in the software after delivery.

2.2 The Licensee is not permitted to copy or publish the software or any documentation related to the software without the explicit, written permission of Central Solutions.

2.3 The Licensee is not allowed to make changes in the software or to assign any third party to make changes in the software.

2.4 The Licensee may copy the software for backup purposes and security reasons. The terms and conditions in this agreement equally apply for any copy the software.

2.5 The Licensee may under no circumstance reverse engineer, decompile or disassemble the software in any part. If necessary to mandatory statutory provisions, a written and authorized legal consent of Central Solutions is required.

2.6 The Licensee is not allowed to create any derivative works or sublicense any rights of the software in any form and to any other user or third party.

2.7 The Licensee shall have no right to sell, rent out, lend, lease, sublicense, transfer or otherwise assign rights and obligations given under this Agreement without Central Solutions’s prior consent in writing. Any assignment shall not be legal without Central Solutions’s prior consent in writing. Assignment also includes transfer or adoption in connection with a merger, demerger, outsourcing and similar events or activities within and outside the group of companies to which the Licensee belongs.

2.8 Upon an infringement of Central Solutions’s copyright and/or property right Central Solutions shall be entitled to terminate this Agreement for cause with immediate effect.

3. SERVICES / WARRANTY

3.1 Central Solutions guarantees that the software will function correctly as described in the documentation and in combination with the version numbers of Microsoft Dynamics as documented.

3.2. The user is responsible for correct implementation and use of the software as described in the documentation.

3.3 The warranty is restricted to the software, apps or components that Central Solutions have the intellectual rights of. Central Solutions shall not be liable for any defects, losses or (consequential) damage of customer data or any third party software, including Microsoft Dynamics.

3.4 Central Solutions has the right to solve any non-essential error or defect in a new sequential version of the software. Upgrades, service packs or hotfixes of Microsoft software may be required for new software versions.

3.5 Any support on the software is given by the contract partner of the software. This may either be Central Solutions or a reselling partner of Central Solutions.

3.6 The response time of any query, complaint, or contact may be agreed in a service level agreement. If no service level agreement applies, Central Solutions will use reasonable efforts to respond within 3 regular business days, according to the Dutch calendar.

4. PERSONAL DATA

4.1 Central Solutions will act as a processor as defined in the GDPR and will respect all terms and conditions as described by the European Privacy regulations, as well as the AVG in the Netherlands.

4.2 Central Solutions has no responsibility for the accuracy, quality, integrity or reliability of any data, information or other that Licensee submits to the system through the use of any software, both from Central Solutions and/or any other party.

4.3 The user is responsible for any data or information that is submitted to the system according to applicable laws and regulations within the country or area that the Licensee is based.

4.4 Central Solutions respects the privacy statement as stated on the website https://www.central-solutions.nl and excludes any additional client related statement, unless agreed upon in a formal and written agreement.

4.5 The user will grant access to the systems in order to maintain or support the software with a protected user name and password as provided by Central Solutions.

4.6. The user is responsible and liable for the confidentiality, protection and any abuse of system credentials and user profiles.

5. LIABILITY

5.1 Central Solutions cannot be held liable for direct, indirect or incidental damages or any other damages that is caused by, or related to, the use of the software or from the inability to use the software.

5.2 Central Solutions cannot be held liable for damages caused by the loss of availability or the loss of data, profits or goodwill that were obtained via Central Solutions or any content provider.

5.3 Central Solutions explicitly disclaims any liability, whether expressed or implied, to the Licensee, with regard to

(i) defects and errors, which are not related to the software, but which are related to external factors, including other software products of the Licensee;

(ii) acts or omissions of third parties;

(iii) errors, defects and inexpediency of third party’s standard products, delivered by Central Solutions;

(iv) the Licensee’s abuse of the software, and

(v) compatibility between the software and any new version, update etc. of third party software.

5.4 Central Solutions shall not in any way be liable for circumstances related to the non-fulfilment of the Licensee’s duties with respect to this agreement.

5.5 Central Solutions disclaims and shall not in any event whatsoever be held liable to pay any punitive, incidental, indirect or consequential damages.

5.6 Liability of Central Solutions shall in no event exceed such license fee as the Licensee has paid for the Software, with a maximum term of the license fee for the period that the damages occurs and no longer than 1 year.

5.7 Central Solutions accepts product liability only according to mandatory Dutch law. It is the sole responsibility of the Licensee to prove the measure of damages, and that the conditions of liability for damages are met.

6. COMPENSATION

6.1 Central Solutions may provide the software for a specific period, a specific number of users or a specific number of transactions free of charge in order to determine if the software meets the licensee’s requirements (trial period).

6.2 The use of the software after this trial period will be charged according to the price plan as published by Central Solutions and/or agreed upon between Central Solutions and Licensee.

6.3 The license fee for the software is due on the first day of use for each contract period as agreed upon between Central Solutions and Licensee.

6.4 Central Solutions reserves the right to deactivate the software immediately and without prior notice if payment terms are not met. The licensee is still to comply with the terms of use in case the software is deactivated until the moment that the license period has been ended.

7. CHANGES TO CONDITIONS

7.1 Central Solutions reserves the right to change the License Agreement for the software and to change her General Terms and Conditions, including the license fee. Central Solutions will notify licensee if any change may occur at least 30 days prior to the date that changes will be become effective.

7.2 Any change in the present agreement between Central Solutions and Licensee will only become effective on the first day of the next usage period or contract period of the software.

8. TERMINATION

8.1 The Licensee may terminate this License Agreement for the future at any time by ceasing the use of the Software and promptly destroying and deleting all copies, including any documentation. The Licensee shall not be entitled to any refund of the license fee.

8.2 In the event that the Licensee fails to comply with any of the terms or conditions of this Agreement, Central Solutions may terminate for cause the Licensee's right to use the Software, including any documentation, at any time upon a written notice of 30 days. Upon such termination the Licensee must destroy and delete all copies of the software, including any documentation. The Licensee shall not be entitled to any refund of the license fee upon such termination.

8.3 Licensee has the right to terminate the use of the software and the agreement effective on the first day of the following contract period that changes in the terms and conditions will become effective, as stated in chapter 7.

9. VALIDITY

9.1 If any provision in this Agreement is held to be illegal, invalid or unenforceable, such provision(s) shall nonetheless be enforced to the fullest extent permitted by applicable law, so as to reflect the original intent of the parties. Such provision(s) shall not affect the legality and validity of the other provisions in this Agreement.

10. APPLICABLE LAW, VENUE AND JURISDICTION

10.1 All and any disputes arising out of the application of this Agreement or otherwise related to the Licensee’s use of the software, that cannot be settled out of court, shall be governed by the laws of the Kingdom of The Netherlands and be settled at the jurisdiction of Central Solutions in The Netherlands as legal venue.

11. COMPANY INFORMATION

Central Solutions has its registered office based at Strijdakker 17, 5673 TN Nuenen (NL) and was registered at the Chamber of Commerce in Utrecht under registration no. 75296497.

Any query or communication can be send by E-mail to contact@central-solutions.nl

2020/06/01 – Central Solutions