Terms and Conditions/EULA

Downloadable copies of these documents (PDF), can be found on our downloads page, or under the “Shop” tab.

Terms and Conditions

  1. Introduction

1.1          These terms and conditions shall govern the sale and supply of downloadable software programs through our website, server, Email and file sharing services, and the use of those software programs.

1.2          You will be asked to give your express agreement to these terms and conditions before you place an order on our website, by Email, FAX, postal services or phone.

1.3          This document does not affect any statutory rights you may have as a consumer.

  1. Interpretation

2.1          In these terms and conditions:

(a)           “we” means IBIS Solutions ApS (and “us and “our” should be construed accordingly);

(b)           “you” means our customer or prospective customer under these terms and conditions (and “your” should be construed accordingly);

(c)           “software programs” means those software programs and services that are available for purchase on our website; and

(d)           “your software programs” means any such software programs that you have purchased through our website, by Email, FAX, postal services or phone (including any enhanced or upgraded version of the software programs that we may make available to you from time to time).

  1. Order process

3.1          The advertising of software programs on our website constitutes an “invitation to treat” rather than a contractual offer.

3.2          No contract will come into force between you and us unless and until we accept your order in accordance with the procedure set out in this Section 3.

3.3          To enter into a contract through our website, to purchase downloadable software programs from us, the following steps must be taken: you must add the software programs you wish to purchase to your shopping cart, and then proceed to the checkout, you must consent to the terms of this document; you will be transferred to our payment service provider’s website, and our payment service provider will handle your payment; we will then send you an initial acknowledgement; and we will either send you an order confirmation (at which point your order will become a binding contract) or we will confirm by email that we are unable to meet your order.

3.4          You will have the opportunity to identify and correct input errors prior to making your order by contacting IBIS Solutions ApS in writing.

  1. Prices

4.1          Our prices are quoted on our website.

4.2          We will from time to time change the prices quoted on our website, but this will not affect contracts that have previously come into force.

4.3          All amounts stated in these terms and conditions or on our website are stated exclusive of VAT.

  1. Payments

5.1          You must, during the checkout process, pay the prices of the software programs you order.

5.2          Payments may be made by any of the permitted methods specified on our website from time to time.

  1. Licensing of software

6.1          We will supply your software programs to you in the format or formats specified on our website, and by such means and within such periods as are specified on our website.

6.2          Subject to your payment of the applicable price and compliance with these terms and conditions, we grant to you a worldwide, non-exclusive, non-transferable license to make any use of your software programs permitted by Section 6.3, providing that you must not in any circumstances make any use of your software programs that is prohibited by Section 6.4.

6.3          The “permitted uses” of your software programs are:

(a)           downloading a copy of each of your software programs;

(b)           installing a copy of each of your software programs on not more than 3 desktop, laptop or notebook computers;

(c)           creating maximum of 3 back-up copies of each of your software programs; and

(d)           using your software programs in accordance with the documentation on our website and incorporated into the downloads.

6.4          The “prohibited uses” of your software programs are:

(a)           the publication, sale, licensing, sub-licensing, renting, transferring, transmission, broadcasting, distribution or redistribution of any software program (or part thereof) in any format;

(b)           the editing, modification, adaptation or alteration of any software program (or part thereof), and the creation of any derivative work incorporating any software program (or part thereof);

(c)           the use of any software program (or part thereof) in any way that is unlawful or in breach of any person’s legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable;

(d)           the use of any software program (or part thereof) to compete with us, whether directly or indirectly;

(e)           any commercial use of any software program (or part thereof);

(f)            the reverse engineering, decompilation or disassembly of any software program (or part thereof); and

(g)           the circumvention or removal of, or any attempt to circumvent or remove, the technological measures applied to any software program for the purpose of preventing unauthorised use,

providing that nothing in this Section 6.4 will prohibit or restrict you or any other person from doing any act expressly permitted by applicable law.

6.5          You warrant to us that you have access to the necessary computer systems, media systems, software and network connections to receive and enjoy the benefit of your software programs.

6.6          All intellectual property rights and other rights in the software programs not expressly granted by these terms and conditions are hereby reserved.

6.7          You must retain, and must not delete, obscure or remove, copyright notices and other proprietary notices on or in any software program.

6.8          The rights granted to you in these terms and conditions are personal to you, and you must not permit any third party to exercise these rights.

6.9          If you breach any provision of these terms and conditions, then the license set out in this Section 6 will be automatically terminated upon such breach.

6.10        You may terminate the license set out in this Section 6 by deleting all copies of the relevant software programs in your possession or control.

6.11        Upon the termination of a license under this Section 6, you must, if you have not previously done so, promptly and irrevocably delete from your computer systems and other electronic devices all copies of the relevant software programs in your possession or control, and permanently destroy any other copies of the relevant software programs in your possession or control. And promptly return to us your easyGUI dongle license.

 

  1. Additional users

7.1          You must not permit any other person to use your downloads or to exercise any of the other rights granted to you under these terms and conditions.  If you are a business, then your employees may use the software in accordance with Section 6, provided that you must ensure that any person using the downloads in accordance with this Section 7.1 is made aware of and complies with the requirements of Section 6. If you are a consumer, then other persons permanently resident at your property may use the software in accordance with Section 6, provided that you must ensure that any person using the downloads in accordance with this Section 7.1 is made aware of and complies with the requirements of Section 6.

  1. Free trial

8.1          From time to time we may make available software programs on a free trial basis, and this Section 8 shall apply to such software programs.

8.2          Your rights to use of free trial software programs shall be restricted in such manner and/or to such period as we may specify when you download the software programs, and we may apply technological protection measures to the software programs to enforce these restrictions.

8.3          We may restrict your license to use any free trial software program at any time, by giving you written notice of the restriction or activating the restriction in the relevant software program.

8.4          We may terminate your license to use any free trial software program at any time, by giving you written notice of termination or deactivating the relevant software program.

  1. Distance contracts: cancellation right

9.1          This Section 9 applies if and only if you offer to contract with us, or contract with us, as a consumer – that is, as an individual acting wholly or mainly outside your trade, business, craft or profession.

9.2          You may withdraw an offer to enter into a contract with us through our website, or cancel a contract entered into with us through our website, at any time within the period:

(a)           beginning upon the submission of your offer; and

(b)           ending at the end of 14 days after the day on which the contract is entered into,

subject to Section 9.3. You do not have to give any reason for your withdrawal or cancellation.

9.3          You agree that we may begin the provision of software programs before the expiry of the period referred to in Section 9.2, and you acknowledge that, if we do begin the provision of software programs before the end of that period, you will lose the right to cancel referred to in Section 9.2.

9.4          In order to withdraw an offer to contract or cancel a contract on the basis described in this Section 9, you must inform us of your decision to withdraw or cancel (as the case may be). You may inform us by means of any clear statement setting out the decision. To meet the cancellation deadline, it is sufficient for you to send your communication concerning the exercise of the right to cancel before the cancellation period has expired.

9.5          If you cancel an order on the basis described in this Section 9, you will receive a full refund of the amount you paid to us in respect of the order.

9.6          We will refund money using the same method used to make the payment, unless you have expressly agreed otherwise. In any case, you will not incur any fees as a result of the refund.

9.7          We will process the refund due to you as a result of a cancellation on the basis described in this Section 9 without undue delay and, in any case, within the period of 14 days after the day on which we are informed of the cancellation.

  1. Warranties and representations

10.1        You warrant and represent to us that:

(a)           you are legally capable of entering into binding contracts;

(b)           you have full authority, power and capacity to agree to these terms and conditions; and

(c)           all the information that you provide to us in connection with your order is true, accurate, complete, current and non-misleading.

10.2        We warrant to you that your software programs will be supplied to you with reasonable care and skill.

10.3        All of our warranties and representations relating to software programs are set out in these terms and conditions. To the maximum extent permitted by applicable law and subject to Section 11.1, all other warranties and representations are expressly excluded.

  1. Limitations and exclusions of liability

11.1        Nothing in these terms and conditions will:

(a)           limit or exclude any liability for death or personal injury resulting from negligence;

(b)           limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)           limit any liabilities in any way that is not permitted under applicable law; or

(d)           exclude any liabilities that may not be excluded under applicable law,

and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.

11.2        The limitations and exclusions of liability set out in this Section 11 and elsewhere in these terms and conditions:

(a)           are subject to Section 11.1; and

(b)           govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

11.3        We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

11.4        We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

11.5        We will not be liable to you in respect of any loss or corruption of any data, database or software.

11.6        We will not be liable to you in respect of any special, indirect or consequential loss or damage.

11.7        You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

  1. Variation

12.1        We may revise these terms and conditions from time to time by publishing a new version on our website.

12.2        A revision of these terms and conditions will apply to contracts entered into at any time following the time of the revision, but will not affect contracts made before the time of the revision.

  1. Assignment

13.1        You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions − providing, if you are a consumer, that such action does not serve to reduce the guarantees benefiting you under these terms and conditions.

13.2        You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

  1. No waivers

14.1        No breach of any provision of a contract under these terms and conditions will be waived except with the express written consent of the party not in breach.

14.2        No waiver of any breach of any provision of a contract under these terms and conditions shall be construed as a further or continuing waiver of any breach of that provision or any other provision of that contract.

  1. Severability

15.1        If a provision of a contract under these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

15.2        If any unlawful and/or unenforceable provision of a contract under these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

  1. Third party rights

16.1        A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

16.2        The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.

  1. Entire agreement

17.1        Subject to Section 11.1, these terms and conditions, together with our EULA  shall constitute the entire agreement between you and us in relation to the sale and purchase of our downloads and the use of those downloads, and shall supersede all previous agreements between you and us in relation to the sale and purchase of our downloads and the use of those downloads.

  1. Law and jurisdiction

18.1        A contract under these terms and conditions shall be governed by and construed in accordance with Danish law.

18.2        Any disputes relating to a contract under these terms and conditions shall be subject to the exclusive jurisdiction of the courts of Denmark.

  1. Statutory and regulatory disclosures

19.1        We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.

19.2        These terms and conditions are available in the English language only.

19.3        Our VAT number is DK 27 06 03 07

  1. Our details

20.1        This website is owned and operated by IBIS Solutions ApS.

20.2        We are registered in Denmark under registration number DK 27 06 03 07, and our registered office is at Torvevangen 24, 4550 Asnaes, Denmark.

20.3        Our principal place of business is at Torvevangen 24, 4550 Asnaes, Denmark.

20.4        You can contact us by writing to the business address given above, by using our website contact form, by email to support@ibissolutions.com, by FAX on +45 7023 0495 or by telephone on +45 7022 0495.

End user license agreement

Please read this EULA carefully, as it sets out the basis upon which we license the Software for use.

Before downloading, installing, obtaining a license key, or otherwise accessing or using IBIS Solutions ApS proprietary software, including software as a service, accompanied by this agreement (the “software”).

The software is copyrighted and it is licensed to you under this agreement, not sold to you. by downloading, installing, obtaining a license key, or otherwise accessing or using the software, you acknowledge that you have read this agreement, that you understand it, and that you accept and agree to be bound by its terms

By agreeing to be bound by this EULA, you further agree that your employees, subcontractors, subsidiaries, partners, consultants and any person you authorise to use the Software will comply with the provision of this EULA.

This End-User License Agreement (this “Agreement”) is a legal contract between you, as either an individual or an Entity (as defined below), IBIS Solutions ApS and its subsidiaries (“IBIS Solutions”).

 

  1. Definitions

1.1          Except to the extent expressly provided otherwise, in this EULA:

Charges” means those amounts that the parties have agreed upon orally or in writing shall be payable by the User to the Licensor in respect of this EULA;

Documentation” means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the User;

EULA” means this end user license agreement, including any amendments to this end user license agreement from time to time;

Effective Date” means the date upon which the User gives the User’s express consent to this EULA, following the issue of this EULA by the Licensor;

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, death, explosions, fires, floods, riots, terrorist attacks and wars);

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

Licensor” means IBIS Solutions ApS / Torvevangen 24, 4550 Asnaes, Denmark, a company incorporated in Denmark (registration number DK 27 06 03 07) having its registered office at Torvevangen 24, 4550 Asnaes, Denmark;

Licensor Indemnity Event” has the meaning given to it in Clause 12.1;

Maintenance Services” means the supply to the User and application to the Software of Bug fix updates;

Minimum Term” means, in respect of this EULA, the period [of 12 months beginning on the Effective Date;

Services” means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this EULA;

Software” means all software identified on www.easyGUI.com and produced by IBIS Solutions ApS;

Software Defect” means a defect, error or bug in the Software having an adverse effect on operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

(a)           any act or omission or error of the User;

(b)           any use of the Software contrary to the Documentation by the User or any person authorised by the User to use the Software;

(c)           a failure of the User to perform or observe any of its obligations in this EULA; and/or

(d)           an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification];

Software Specification” means the specification for the Software set out in the Documentation;

Source Code” means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;

Support Services” means support in relation to the use of the Software and the identification and resolution of errors in the Software, but shall not include the provision of training services whether in relation to the Software or otherwise;

Term” means the term of this EULA, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

Bug fix Update” means a bug fix, patch or minor version update to the Software;

Upgrade” means a major package upgrade of the Software and will be available for a fee;

Version update”” means a version update of the Software and will be available for a fee;

User” means the person to whom the Licensor grants a right to use the Software under this EULA; and

User Indemnity Event” has the meaning given to it in Clause 12.3.

  1. Term

2.1          This EULA shall come into force upon the Effective Date.

2.2          This EULA shall continue in force indefinitely, subject to termination in accordance with Clause 14.

  1. License

3.1          The Licensor hereby grants to the User from the date of supply of the Software to the User, a worldwide, non-exclusive license to:

(a)           install three (3) instances of the Software;

(b)           use a single instance of the Software in accordance with the Documentation; and

(c)           create, store and maintain up to 3 back-up copies of the Software,

subject to the limitations and prohibitions set out and referred to in this Clause 3.

3.2          The User may not sub-license and must not purport to sub-license any rights granted under Clause 3.1 without the prior written consent of the Licensor.

3.3          Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any license granted under this Clause 3 shall be subject to the following prohibitions:

(a)           the User must not sell, resell, rent, lease, loan for more than 6 months, supply, publish, distribute or redistribute the Software;

(b)           the User must not alter, edit or adapt the Software;

(c)           the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software; and

3.4          The User shall be responsible for the security of copies of the Software supplied to the User under this EULA (or created from such copies) and shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorised to use them under this EULA.

  1. Source Code

4.1          Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any license of the Source Code.

  1. Maintenance Services

5.1          The Licensor shall provide the Maintenance Services to the User during the Term.

5.2          The Licensor shall provide the Maintenance Services with reasonable skill and care reasonably expected from a leading service provider in the Licensor’s industry.

5.3          The Licensor may suspend the provision of the Maintenance Services if any amount due to be paid by the User to the Licensor under this EULA is overdue, and the Licensor has given to the User at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

5.4          The Licensor may terminate the Maintenance Services by giving to the User at least 30 days written notice expiring on or at any time after the first anniversary of the Effective Date.

5.5          If the Licensor stops or makes a good faith decision to stop providing maintenance services in relation to the Software to its customers generally, then the Licensor may terminate the Maintenance Services by giving at least 60 days written notice of termination to the User.

5.6          If the Maintenance Services are terminated in accordance with the provisions of this Clause 5:

(a)           the User must pay to the Licensor any outstanding Charges in respect of Maintenance Services provided to the User before the termination of the Maintenance Services;

(b)           the Licensor must refund to the User any Charges paid by the User to the Licensor in respect of Maintenance Services that were to be provided to the User after the termination of the Maintenance Services; and

(c)           the provisions of this Clause 5, excluding this Clause 5.8, shall cease to apply, but the other provisions of this EULA will continue notwithstanding such termination.

  1. Support Services

6.1          The Licensor shall provide the Support Services to the User during the Term of the support plan.

6.2          The Licensor shall provide the Support Services with reasonable skill and reasonably expected from a leading service provider in the Licensor’s industry.

6.3          The Licensor may suspend the provision of the Support Services if any amount due to be paid by the User to the Licensor under this EULA is overdue, and the Licensor has given to the User at least 30 days written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6.4          The Licensor may terminate the Support Services by giving to the at least 30 days written notice, expiring on or at any time after the first anniversary of the Effective Date.

6.5          If the Support Services are terminated in accordance with the provisions of this Clause 6:

(a)           the User must pay to the Licensor any outstanding Charges in respect of Support Services provided to the User before the termination of the Support Services;

(b)           the Licensor must refund to the User any Charges paid by the User to the Licensor in respect of Support Services that were to be provided to the User after the termination of the Support Services; and

(c)           the provisions of this Clause 6, excluding this Clause 6.5, shall cease to apply, but the other provisions of this EULA will continue notwithstanding such termination.

  1. No assignment of Intellectual Property Rights

7.1          Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User or from the User to the Licensor.

  1. Charges

8.1          The User shall pay the Charges to the Licensor in accordance with this EULA.

8.2          All amounts stated in or in relation to this EULA are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the User to the Licensor.

  1. Payments

9.1          The Licensor shall issue an invoice at the time of order, and a receipt after user payment

9.2          The User must pay the Charges to the Licensor in advance and within the period of 30 days following the issue of an invoice in accordance with this Clause 9.

9.3          The User must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque. Using such payment details as are notified by the Licensor to the User from time to time.

9.4          If the User does not pay any amount properly due to the Licensor under this EULA, the Licensor may:

(a)           charge the User a late fee on the overdue amount at the rate of EURO €30.00 per invoice reminder;

 

  1. Warranties

10.1        The User warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its obligations under the EULA.

10.2        All of the parties’ warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into the EULA or any related contract.

  1. Acknowledgements and warranty limitations

11.1        The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.

11.2        The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.

11.3        The User acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.

11.4        The User acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this EULA or in relation to the Software; and, except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.

  1. Indemnities

12.1        The Licensor shall indemnify and shall keep indemnified the User against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the User and arising directly or indirectly as a result of any breach by the Licensor of this EULA  (a “Licensor Indemnity Event“).

12.2        The User must:

(a)           upon becoming aware of an actual or potential Licensor Indemnity Event, notify the Licensor;

(b)           provide to the Licensor all such assistance as may be reasonably requested by the Licensor in relation to the Licensor Indemnity Event;

(c)           allow the Licensor the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Licensor Indemnity Event; and

(d)           not admit liability to any third party in connection with the Licensor Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Licensor Indemnity Event without the prior written consent of the Licensor,

without prejudice to the Licensor’s obligations under Clause 12.1 / and the Licensor’s obligation to indemnify the User under Clause 12.1 shall not apply unless the User complies with the requirements of this Clause 12.2.

12.3        The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this EULA (a “User Indemnity Event“).

12.4        The Licensor must:

(a)           upon becoming aware of an actual or potential User Indemnity Event, notify the User;

(b)           provide to the User all such assistance as may be reasonably requested by the User in relation to the User Indemnity Event;

(c)           allow the User the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the User Indemnity Event; and

(d)           not admit liability to any third party in connection with the User Indemnity Event or settle any disputes or proceedings involving a third party and relating to the User Indemnity Event without the prior written consent of the User,

without prejudice to the User’s obligations under Clause 12.3 / and the User’s obligation to indemnify the Licensor under Clause 12.3 shall not apply unless the Licensor complies with the requirements of this Clause 12.4.

  1. Limitations and exclusions of liability

13.1        Nothing in this EULA will:

(a)           limit or exclude any liability for death or personal injury resulting from negligence;

(b)           limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)           limit any liabilities in any way that is not permitted under applicable law; or

(d)           exclude any liabilities that may not be excluded under applicable law,

and, if a party is a consumer, that party’s statutory rights will not be excluded or limited by the EULA, except to the extent permitted by law.

13.2        The limitations and exclusions of liability set out in this Clause 13 and elsewhere in this EULA:

(a)           are subject to Clauses 13.1 and 16.6; and

(b)           govern all liabilities arising under the EULA or relating to the subject matter of the EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the EULA.

13.3        The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.

13.4        The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.

13.5        The Licensor will not be liable to the User in respect of any loss of revenue or income.

13.6        The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.

13.7        The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.

13.8        The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.

  1. Termination

14.1        Either party may terminate this EULA immediately by giving written notice of termination to the other party if:

(a)           the other party:

(i)            is dissolved;

(ii)           ceases to conduct all (or substantially all) of its business;

(iii)          is or becomes unable to pay its debts as they fall due;

(iv)          is or becomes insolvent or is declared insolvent; or

(v)           convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)           an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)           an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the EULA)];

(d)           if that other party is an individual:

(i)            that other party dies;

(ii)           as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii)          that other party is the subject of a bankruptcy petition or order.

14.2        The Licensor may terminate this EULA immediately by giving written notice to the User if:

(a)           any amount due to be paid by the User to the Licensor under the EULA is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b)           the Licensor has given to the User at least 30 days written notice, following the failure to pay, of its intention to terminate the EULA in accordance with this Clause 14.1.

  1. Effects of termination

15.1        Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3, 9.2, 9.4, 12, 13, 15, 16 and 17.

15.2        The termination of this EULA shall not affect the accrued rights of either party.

15.3        Within 30 days following the termination of this EULA for any reason:

(a)           the User must pay to the Licensor any Charges in respect of Services provided to the User before the termination of the EULA and in respect of licenses in effect before the termination of the EULA; and

(b)           the Licensor must refund to the User any Charges paid by the User to the Licensor in respect of Services that were to be (but are not) provided to the User after the termination of the EULA and in respect of licenses that were to be (but are not) in effect after the termination of the EULA],

without prejudice to the parties’ other legal rights.

15.4        For the avoidance of doubt, the licenses of the Software in this EULA shall terminate upon the termination of this EULA; and, accordingly, the User must immediately cease to use the Software upon the termination of this EULA.

15.5        Within 10 Business Days following the termination of this EULA, the User must:

(a)           return to the Licensor or dispose of as the Licensor may instruct all media in its possession or control containing the Software; and

(b)           Irrevocably delete from all computer systems in its possession or control all copies of the Software.

(c)           And promptly return to us the dongle license.

  1. General

16.1        No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.

16.2        If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

16.3        This EULA may not be varied except by a written document signed by or on behalf of each of the parties.

16.4        Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this EULA.

16.5        This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.

16.6        Nothing in this EULA shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.

16.7        Subject to Clauses 13.1 and 16.6, this EULA together with our Terms and conditions, shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

16.8        This EULA shall be governed by and construed in accordance with Danish law.

16.9        The courts of Denmark shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.

16.10      We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.

16.11      This EULA is available in the English language only.

  1. Interpretation

17.1        In this EULA, a reference to a statute or statutory provision includes a reference to:

(a)           that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)           any subordinate legislation made under that statute or statutory provision.

17.2        The Clause headings do not affect the interpretation of this EULA.

17.3        In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.