1.THE LICENSE

1.1. The license grant. Trimit Solutions A/S (“Trimit”) hereby grants to the individual or organisation purchasing one or more licenses (“Licensee”) a revocable, worldwide, non-assignable, non-sublicensable and non-exclusive right to use to the software including the documentation pertaining hereto (the “Software”) for its own internal business purposes and subject to the terms and conditions set out in this end user license agreement (the “EULA”). The number of licenses obtained is be agreed between Trimit and Licensee.

1.2. Purchase through Partner or Trimit. Licensee may only obtain a license to the Software through one of Trimit‘s authorized distributors of the software (called, “Partners”) or through a Trimit group company. Trimit’s Partners are obliged to require that Licensee agrees to this EULA.

1.3. Priority. This EULA governs the Software and shall apply to and take precedent over any other terms agreed regarding use of the Software, including any agreement between the Partner and Licensee. The Partner is responsible for making sure that this EULA takes the highest possible contractual priority when licensing to Licensee.

1.4. As is. The Software is a standard product. It is provided “as is” and it is the sole responsibility of Licensee to ensure that the functions in the Software fulfill the requirements and expectations of Licensee. Trimit is not liable for defects or errors and makes no warranty as to the Software’s functionality, fitness or suitability for any purpose. Unless otherwise agreed, for instance through an update or support agreement, if Licensee notifies Trimit of defects or errors, Trimit may (or may not) choose to remedy such defect or error at its own discretion.

1.5. Licensee must ensure backup. It is Licensee’s responsibility to back up data, configurations and settings in the Software.

1.6. Updates, upgrades and downtime. Trimit may from time-to-time update, upgrade, patch or repair the Software without notice, which may cause downtime. Trimit will use its best endeavors to notify Licensee in advance of such downtime.

1.7. Preconditions for the Software. Use of the Software requires a stable internet connection and a valid license to Microsoft Dynamics 365 Business Central. It is the sole responsibility of Licensee to make sure that both these preconditions are met, including any other technical or organisational requirements that the Software is subject to.


2.PAYMENT

2.1. Payment as specified at purchase. The payment terms are agreed upon at the time of purchase of the licenses to the Software. Late or no payment constitutes material breach of the EULA.


3. AUDIT

3.1. Audit without notice. Trimit shall always and without prior notice be entitled to verify Licensee's compliance with the EULA. Such verification may take the form of electronic access to the Software and records therein. Licensee shall provide the Trimit with reasonable assistance in this regard.

3.2. Additional payment. Without prejudice to any other remedies that Trimit may have at its disposal, and, if Licensee is not properly licensed, Trimit shall be entitled to demand payment of an amount corresponding to the additional license fee for the period during which the Licensee has not held the necessary licenses.

3.3. Costs in connection with audit. Licensee is liable for audit costs incurred by Trimit if an audit shows Licensee’s non-compliance with the EULA.


4. INTELLECTUAL PROPERTY RIGHTS

4.1. Trimit reserves all rights. Trimit reserves all intellectual property rights in and to the Software, including copyrights and related rights such as sui-generis database rights, trademarks, patents, trade secrets, goodwill, etc. The rights granted to Licensee under clause 1.1 above does not allow Licensee to change the Software regardless of purpose, hereby explicitly deviating from section 36(1)(1) under the Danish Copyright Act pursuant to section 36(3). Licensee may, however, decompile the Software subject to the restrictions under section 37(1) and (2), provided Trimit is informed in advance.

4.2. Source code. The source code of the Software is considered confidential and a trade secret of Trimit

4.3. Licensee retains ownership of data. All data processed in the Software provided by Licensee, that was not in or part of the Software upon purchase of the license, is the property of Licensee.


5. SUSPENSION IN CASE OF NON-PAYMENT

5.1. Licensee. In case of Licensee’s late or no payment, Trimit reserves the right to suspend the Software and Services until payment has occurred in full.

5.2. Partner. In case the Partner, through which Licensee has obtained a license to the Software, has not paid Trimit in accordance with the terms agreed between Trimit and the Partner, Trimit reserves the right to suspend Licensee’s Software and Services until Partner has paid Trimit in full.


6. THIRD PARTY INTELLECTUAL PROPERTY RIGHTS

6.1. Warranty. Trimit warrants that it has the right to license the Software, including any documentation, to Licensee, and that Trimit holds the necessary rights, titles and licenses to allow Licensee to perform all rights contemplated by this EULA, and that the Software does not violate any third party's rights valid and enforceable in Denmark. This warranty shall not apply to violations of third-party rights resulting from use of or modifications to the Software by Licensee in violation with this EULA.

6.2. Sole remedy in case of violation of third-party IP. If Licensee is met with a claim from a third party that the Software violates that third party’s intellectual property rights in violation with clause 4.1 above, Licensee’s sole remedy is to notify Trimit soonest possible who must then take over and defend the claim at its Trimits cost. If Trimit cannot solve the claim or does not otherwise remedy such violation within reasonable time, i.e. never less than 40 Working Days (defined as Monday to Friday, except from national holidays in Denmark, Christmas Day, 31st of December and Construction Day), Licensee may terminate this EULA for cause with immediate effect without liability.


7. LIMITATION OF LIABILITY

7.1. Trimit expressly disclaims any liability for (i) defects and errors in the Software or third party products, (ii) acts or omissions of the Partners of Trimit, (iii) claims arising out of Licensee’s changes and/or modifications to the Software, (iv) lack of compatibility between the Software and third party software, (v) indirect or consequential losses such as loss of data, loss of profits or goodwill.

7.2. Trimit shall not be liable for damages exceeding an amount corresponding to the license fee paid by Licensee for the Software, excluding payments for third party services, products or software, during the previous 12 months prior to the events giving rise to the claim.

7.3. Trimit disclaims product liability to the widest extent under Danish law.


8. CHANGES

8.1 Trimit may at any time change the terms of this EULA without prior notice.


9. ASSIGNMENT

9.1. Trimit can assign. Trimit may at any time in full or in part assign its rights and obligations under this EULA to any third party.

9.2. Licensee cannot assign. Licensee may not assign neither its rights nor obligations under this EULA without Trimit’s prior, explicit and written permission.


10. TERMINATION

10.1. Licensee’s termination for convenience. Licensee may terminate this EULA with 30 days’ notice to the end of a month.

10.2. Trimit’s termination for cause. If Licensee breaches the terms of this EULA, Trimit may terminate it with immediate effect, including the revocation of all licenses issued to Licensee.

10.3. No refund. Upon termination, regardless of cause, Licensee shall not be entitled to any refund of the license fee upon such termination.

10.4. Deletion of data. After termination, all Licensee’s data will be deleted in accordance with the terms applicable to Licensee’s Business Central solution.


11. APPLICABLE LAW, VENUE AND JURISDICTION

11.1. All and any disputes arising out of this EULA or related to Licensee’s use of the Software that cannot be settled out of court shall be governed by the laws of Denmark and be settled at the Danish Maritime and Commercial Court as first instance.


Publish date: 2024-08-23