Terms and conditions
1. Commencing Date and Termination
a. All program licenses and the period of performance for all services are effective upon shipment of tangible media or upon the effective date of this ordering document if shipment of tangible media is not required.
b. Either of the parties shall be entitled to terminate the agreement at three months’ notice.
2. Fees, Invoicing, and Payment Obligation
a. All fees due under this ordering document shall be non-cancellable and the sums paid nonrefundable.
b. License and services fees are invoiced as of the commencing date. Service fees are invoiced in advance of the service performance; specifically, technical support fees are invoiced annually in advance.
c. In addition to the fees listed in section A, Qualogy will invoice you for any applicable shipping charges or applicable taxes.
3. Delivery and Installation
You shall be responsible for installation of the software. The software will be delivered either by making available a url from which you can download the ordered software or we will send you a license file with which you can unlock the previously downloaded trial version of the software.
4. Source Code
Your right of use shall not extend to the software source code. The software source code and the technical documentation produced during the development of the software shall not be made available to you under any circumstances. On your request Qualogy may agree to place the source code in escrow with an independent third party escrow agent and enter into a written escrow agreement between us and the escrow agent of which you will bear all the costs concerned.
This clause is not applicable to software that we distribute under an open source license as listed below in art. 8, sub I.
The program licenses provided in this ordering document are offered separately from any other proposal for consulting services you may receive or have received from Qualogy and do not require you to purchase Qualogy consulting services.
6. Customer Reference
Qualogy may refer to you as a customer in sales presentations and activities. Upon written consent from you, Qualogy may refer to you as a customer in written sales presentations and marketing vehicles.
You are entitled to 12 months of technical support services for the price specified in section A.
8. General Terms and Conditions
I Op source software
We distribute QAFE platform as open source software under the Apache license, version 2.0, which is enclosed by this ordering document.
II Proprietary software
All other software we distribute as proprietary software to which the following modules of the General Terms and Conditions of ICT~Office are applicable:
A. General Module
B. Module 1. Software license
C. Module 3. Maintenance of software
D. Module 4 Application service provision, software as a service and computer service.
The above modules are enclosed by this ordering document.
In the event of any inconsistencies between the general terms and conditions and this ordering document, this ordering document shall take precedence.
9. Intellectual Property Rights
All intellectual property rights to the software, websites, data files, hardware or other materials such as analyses, designs, documentation, reports, quotations and related preliminary material developed or made available to you on the basis of the agreement shall remain exclusively vested in Qualogy, its licensors or its own suppliers. The option of transferral of intellectual property rights as mentioned in the first sentence of art. 8 of the General Module of of the General Terms and Conditions of ICT~Office is not applicable to any agreement with Qualogy.
In case you use QAFE for Oracle Forms conversion Qualogy is entitled to store and use the uploaded Oracle Forms for analyses.
10. Purchasing Conditions
The applicability of any purchasing or other conditions is expressly rejected.
11. Applicable law and disputes
Dutch law exclusively applies to the legal relationship between Qualogy and you. By way of derogation from art. 16 of the General Module of of the General Terms and Conditions of ICT~Office, any disputes arising from or connected with agreements entered into with Qualogy or agreements related to those agreements will be settled exclusively by the competent court with subject-matter jurisdiction in Qualogy’s place of business, unless Qualogy prefers to turn to the court with normal jurisdiction.