”Customer” refers to the person or organization having ordered Banqsoft software (Software) from Banqsoft. The “Software” refers to the Banqsoft software products ordered by Customer, software documentation, and any relevant updates of the software. The order is legally valid when approved by Banqsoft, and the completed order form and these license terms are hereinafter referred to as “Contract”.
Should these license terms be part of an agreement governing more than the standard software, then the license terms shall apply to the part of the delivery constituting the standard software. Any standard software that is not Banqsoft software is governed by its own standard license terms when such license terms apply.
Banqsoft grants to the Customer a perpetual, irrevocable, non-transferrable and non-exclusive right to use the Software in his/her own business activity, provided that Customer accepts these license terms and pay the agreed consideration. The license grant is furthermore subject to mandatory support and maintenance services from Banqsoft.
The Customer must ensure that a Microsoft Dynamics 365 Business Central license is purchased and maintained from Banqsoft for the duration of the License Agreement.
The Software is approved when Banqsoft has completed its standard installation procedures, alternatively when the Software is available to Customer if Banqsoft shall not make the installation.
Only the permitted users of the Customer, agreed by Banqsoft, are entitled to access or use the Software, in whole or in part, through the web interface, and the Customer is not entitled to increase the number of permitted users of the Software by granting access to its employees through the web interface. Neither the Customer nor any of its own customers may, or may attempt to, access or use the web interface in a way intended to prevent Banqsoft from payment for the use of the Software or exceeding usage limits or quotas.
Banqsoft may at its own discretion withdraw licenses if Customer does not fully comply with the Contract.
Banqsoft owns and shall retain ownership to all intellectual property rights to the Software. Customer can make necessary copies of the licensed Software within the framework conditions of the license, including one copy for necessary back-up purposes.
Customer cannot:
In a six months period following delivery of the Software Banqsoft warrants that it will substantially function in accordance with the software documentation. The software documentation has either been submitted together with the Software or Customer may download the documentation from the Banqsoft website. The warranty is however only valid if a maintenance agreement for the Software is in force between the Parties during the warranty period.
Banqsoft does not warrant that the Software will perform without errors or undisturbed, or that Banqsoft will rectify all Software errors. These warrants are exhaustive, and no other described or implied warranties are granted; such as warrants regarding user satisfaction, quality, obtaining certain goals etc. The warranty does not apply to use deviating from the Contract, the Software documentation, the recommendation to have a consecutive maintenance agreement for the Software or use in connection with third party or Customer’s own software or systems.
If Banqsoft fails to meet these warrants and this constitutes a material disadvantage to Customer, then Customer may return the licenses and be refunded a fair payment where Customers use of the Software shall be deducted. The above shall be Customers sole remedy under the warranty.
Any and all information a party receives or gains access to relating to the other party shall be treated as confidential information. The parties shall treat as confidential, and maintain, keep and protect confidential information from the other party with a particular degree of attention.
Any information being publicly available, independently developed or received by a party, or rightfully obtained from third parties without breach of any non-disclosure obligation, shall not be regarded as confidential. However, any information stipulated by a party to be confidential shall always be regarded as such.
The parties may disclose confidential information to other entities in its company group provided that such entities only use such information in the same manner as the disclosing party is entitled to under these confidentiality obligations. The disclosing party is responsible for ensuring that the receiving parties, including its advisors, subcontractors and other who have a legitimate right to receive the information, treat such information in accordance with these confidentiality obligations.
The obligation to treat information as confidential applies for as long as it is reasonable to consider that there is a need to keep such information confidential, and as a minimum for three years from Customer has ceased using the Software.
Payment for the Software will be invoiced according to Delivery Contract.
Banqsoft is entitled to audit Customer’s use of the Software upon written notice, and the audit shall then be completed within 30 days. Customer accepts to co-operate with Banqsoft and give reasonable assistance to and access to information in connection with the audit. Any unveiled deviation between licensed use and actual use is payable within 30 days of the claim, if not corrected without delay, and then at 150% of Banqsoft’s list prices for the relevant software.
Any delayed payment is subject to interest according to the Danish Delayed Payments Act.
Banqsoft shall indemnify Customer if Banqsoft is in infringement of third party intellectual property rights, provided that Customer:
If Banqsoft finds that the Software may has infringed on a third party’s intellectual property rights, then Banqsoft may either amend the Software or secure further use of the license, or alternatively cancel the license for the relevant Software and refund the consideration for the licenses that have already been paid. The liability to indemnify Customer does not apply if Customer amends the Software beyond the defined area of application for the Software as described in the Software Documentation, if Customer uses a version of the Software where there is a more recent version available or when infringement of third party intellectual property rights could have been avoided if an original latest version of the software had been used, or if the infringement is caused by use in combination with software and/or equipment not delivered by Banqsoft. The above shall be Customers sole remedy in case of infringement of third party intellectual property rights.
Banqsofts maximum liability under these Software License Terms is limited to direct loss due to breach of specific contractual obligations, and shall never exceed the lower amount of DKK 500 000 and what has been paid to Banqsoft under the Contract, exclusive of VAT. Banqsoft is under no circumstances responsible for indirect loss, including operating loss, loss of profits, lack of savings, loss of data, third party loss or any other financial consequential loss.
The above limitations do not apply if the party in breach has acted with gross negligence or willful misconduct.
Any maintenance and support services are governed by separate agreement.
Such support and maintenance agreement will provide the Customer with new releases, hotfixes and access to new versions and service packs in relation to the Software.
Should the Support and Maintenance Agreement be terminated, this License Agreement shall automatically cease to exist.
Any rights and obligations under these Software License Terms shall be subject to the laws of Norway, and disputes are to be resolved by arbitration in Oslo and in accordance with the Norwegian Arbitration Act.