This license statement and limited warranty constitutes a legal agreement (“Maintenance Agreement”) between you, either as an individual or a single entity ("the CUSTOMER"), and the company Forcheck ("the VENDOR") for the computer program called "FORCHECK" with accompanying documentation ("the SOFTWARE").
Software Maintenance Agreement - Terms and Conditions
1. Definitions
The following shall be the definitions of various terms to be used throughout this Agreement.- "BUG" means a failure of the SOFTWARE to perform as specified in the applicable Product Description and/or User's Guide and/or Installation Guide and/or defective software distribution media.
- "PROGRAM UPDATE" means a revision of the SOFTWARE designed to correct a BUG therein.
- "NEW RELEASE" means a new version of the SOFTWARE designed to improve or extend its performance and may incorporate a series of PROGRAM UPDATE’s and other changes and improvements.
2. Term
This Agreement shall come into force on the COMMENCEMENT DATE and shall remain in force until the EXPIRY DATE subject to the provisions for termination and renewal contained herein.
3. Payment
The CUSTOMER shall pay the MAINTENANCE FEE to the VENDOR or its designated representative within 30 days of receipt of an authorized invoice.
4. Responsibilities of the VENDOR
The VENDOR shall provide the following software maintenance services to the CUSTOMER under this Agreement:- Support in using the SOFTWARE. The CUSTOMER may write or email the VENDOR to request help or guidance in the use of the SOFTWARE. The VENDOR will support the CUSTOMER by providing a reasonable amount of consultancy time via mail, email or telephone to a maximum of one working day per year in total. Consultancy time requested by the CUSTOMER in excess of one working day or by other communication methods may be provided by the VENDOR subject to considerations to be agreed upon in good faith between the CUSTOMER and the VENDOR.
- BUG fixes. The VENDOR will make all reasonable efforts to remedy BUG’s reported by the CUSTOMER. A PROGRAM UPDATE will be provided free of charge if necessary.
- NEW RELEASE’s. The VENDOR will inform the CUSTOMER of each NEW RELEASE of the software as soon as it is available for the COMPUTER SYSTEM and provide download instructions. There will be at least 1 (one) such NEW RELEASE per year. No charge is made for NEW RELEASE’s.
5. Responsibilities of the CUSTOMER
- The CUSTOMER shall provide the VENDOR with a contact name and emailaddress.
- When requesting support in using the SOFTWARE or reporting a (possible) BUG the CUSTOMER shall provide the VENDOR with all information needed.
6. Software Support not covered by this Agreement
The VENDOR shall have no obligation under this Agreement for:- Alterations in, modifications and derivations of the SOFTWARE, in whole or in part, whether alone or in combination with software not covered by this Agreement, caused by the CUSTOMER or caused on behalf of the CUSTOMER, either deliberately or accidentally.
- BUG’s caused by incorrect maintenance or use of the SOFTWARE or the COMPUTER SYSTEM.
- BUG’s resulting from malfunction of the COMPUTER SYSTEM.
7. License Agreement
All PROGRAM UPDATE’s, NEW RELEASE’s, user's guides (or portions thereof), media and services provided under this Agreement are subject to all the terms and conditions of the executed Software License Agreement between the CUSTOMER and the VENDOR.
8. Termination
- Subject to Clause 2 hereof the CUSTOMER shall have the right to terminate this Agree�ment at any time by giving the VENDOR at least thirty days written notice prior to the then effective expiry date.
- Notwithstanding sub-clause (a) hereof and Clause 2 hereof the VENDOR shall have the right to terminate this Agreement at the EXPIRY date by giving the CUSTOMER at least thirty days written notice prior to the then effective expiry date.
- Notwithstanding sub-clause (a) and (b) hereof and Clause 2 hereof and without prejudice to any other remedies the VENDOR may have against the CUSTOMER, the VENDOR shall have the right at any time by giving notice in writing to the CUSTOMER to terminate this Agreement immediately if the CUSTOMER commits a breach of any of the terms of this Agreement.
9. Renewal
Unless this Agreement has been terminated by the CUSTOMER or by the VENDOR, this Agreement will automatically be renewed for a further period of one year from the then effective expiry date and issue the CUSTOMER with an invoice for the MAINTENANCE FEE in respect of such renewal.
10. Previous Agreements
All previous agreements and arrangements if any relating to the maintenance of the SOFTWARE made between the VENDOR and the CUSTOMER are superseded.
11. Force Majeur
Neither party under this Agreement shall be liable for any failure in the performance of any of its obligations under this Agreement caused by factors outside its reasonable control.
12. Notices
Any notice to be given under this Agreement shall be in writing and sent by registered pre-paid letter post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date following that on which the notice was posted.
13. Law
This Agreement shall be governed by the laws of The Netherlands.
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