End User Agreement
This End User Agreement is entered into by and between SoftwareCentral A/S (hereinafter referred to as “SoftwareCentral”) and the Customer. Use and delivery of the services must be in compliance with this Agreement and the accompanying License Terms & Conditions, including any additions or amendments. These License Terms & Conditions form an integral part of this Agreement and govern the delivery and use of SoftwareCentral’s products as agreed between the parties.
By entering into this Agreement, the Customer confirms that they have read, understood, and accepted both this Agreement and the License Terms & Conditions.
Delivery Matrix
SoftwareCentral believes it is essential for the End User at all times to have access to Level 1 support, Level 2 support, training, guidance, and all updates, upgrades (version changes) and error recovery (Level 3 support) from SoftwareCentral as described in the License Terms and Conditions, at no further cost — and that SoftwareCentral’s services function optimally and are always upgraded to the latest release. Payment for all services is included in the price per service.
| Level | Type | Hours | Provided by |
|---|---|---|---|
| 1st level | Email support | 9am–4pm CET+1 | SWC or Partner |
| 2nd level | Technical support | 9am–4pm CET+1 | SWC or Partner (per agreement) |
| 3rd level | Error fixing, updates & upgrades | — | Always SWC |
Delivery
The Program is considered to have been delivered once a license has been provided. The license constitutes a direct agreement between SoftwareCentral and the End User.
1. Conditions
The purpose of these License Terms and Conditions is to establish the terms for the customer’s use of the license(s) to which the Customer has acquired user rights, and to define the service conditions for SoftwareCentral A/S (hereinafter referred to as “SWC”).
These License Terms and Conditions apply to one or more of the following software products (each a “Program”, and collectively the “Programs”) supplied by SWC:
- SoftwareCentral Tenant Manager – for managing Microsoft Intune tenants
- SoftwareCentral Configuration Manager – for managing Microsoft SCCM, hybrid or Intune environments
- Smart Package Studio – for creating, editing, and managing software packages
All documentation, manuals, and subsequent updates and/or upgrades are collectively regarded as constituting part of the Programs. Each Program is a standard product supplied by SWC with the functionalities described in the respective sales materials and accompanying documentation. SWC does not guarantee that the Programs meet any assumed functionality or non-documented requirements expected by the Customer beyond what is explicitly documented and agreed upon.
2. Supply via Partner
The Program(s) may be supplied directly by SWC or through a Partner authorized by SWC to enter into an Agreement with the Customer for the provision of one or more Programs and related Services. SWC guarantees that the Program operates as described to the Customer and that Services will be provided in accordance with the terms of the License Agreement.
All support levels are covered by SWC if supplied via SoftwareCentral directly. SWC always provides 3rd level support to the Partner and updating/upgrading service direct to the Customer. SWC guarantees it will satisfy the License Terms and Conditions, regardless of whether the Partner is unable or willing to do so. However, SWC will demand additional payment from the Customer for services provided where such are not covered by the End User Agreement.
If the Partner has entered into other agreements with the Customer for services in connection with use of the Program, these are only agreements between the Partner and the Customer and are not covered by these License Terms and Conditions.
3. Form of Collaboration and Obligations
The parties acknowledge and agree that they do not intend to create by this Agreement any form of partnership, agency or trust arrangement. No party has the authority to act for, or incur any obligation on behalf of, another party.
4. License and License Rights
The Customer acquires one, non-exclusive user right (License) to the Program that is restricted to territory and time. The user right for the Program applies to the agreed number of clients (administered via SCCM/Intune).
SWC/the Partner shall, immediately upon request, conduct an audit and/or inspection once per twelve-month period to verify compliance and the correct number of clients. If the Customer is found to be non-compliant, SWC shall be entitled to demand payment to cover the shortfall in the number of licenses. The Customer guarantees to have taken out the requisite number of licenses for third party software not covered by this Agreement.
5. Intellectual Property Rights
SWC owns the full property, copyright, trademark and other intellectual property rights to the Program, and these rights shall remain with SWC. The Customer is monetarily liable, without any limitation, in the event of these rights being infringed, including the distribution of the Program to a third party.
The Customer is not entitled to crack or change any security codes, nor to change or remove limitations in the Program. The Customer shall ensure that the Program does not pass into the possession of a third party. The Customer may make necessary backups but may not produce copies of the Program.
6. Changes
The Customer/partner is not entitled to make changes to the Program. This includes reverse engineering or decompiling the Program. In the event of the Customer or a third party accessing the source code or making changes to the Program, SWC’s obligations shall be rendered null and void with immediate effect without notice, and SWC shall deny liability for the consequences of any such changes.
7. Transfer
The Customer is not entitled to sell, hire out, loan, allow use of, or in any other way transfer or distribute the Program or the Program License to a third party. The Program may not be used in connection with facilities management, hosting, outsourcing or similar activities.
8. Omissions, Delays, Troubleshooting and Liability
The Customer is obliged to review and test the Program immediately upon delivery. An error is regarded as significant if it affects the Program as a whole or hinders its operation. Provided the Customer officially documents a significant error, SWC has up to 30 days after delivery to supply a corrected version at no extra cost, correct the error, or terminate the End User Agreement and refund the license fee. If the error is due to Microsoft changes in SCCM/Intune, SWC has 4 months to supply a new version.
Complaints must be submitted to SWC in writing without undue delay, and no later than 6 months after the date of delivery. Where SWC offers to rectify a deficiency, such action shall be taken within a reasonable time. If, despite repeated efforts, SWC does not rectify deficiencies, the Customer may terminate the Agreement after submitting a claim in writing with a minimum of three weeks’ notice.
If the delay exceeds 1 month and SWC/the Partner has been willfully or grossly negligent, the Customer may demand compensation for documented direct losses. Under no circumstances will compensation be paid for indirect losses, including operating or profit losses, nor for losses due to power failures or network or telecom service provider faults. The Customer is responsible for conducting a daily back-up of all Customer data. Except for third party claims of infringement, compensation may never exceed 100% of the license fee paid, up to a maximum of DKK 100,000.
Error correction may be compared with the use of procedures or workarounds, the application of which ensure that the error has no significant impact on the Customer’s use of the Program, insofar as the Customer is guaranteed the agreed functionality. Where SWC/the Partner significantly exceeds the time allowed for delivery and this is due to circumstances affecting SWC/the Partner, the Customer may cancel the purchase. Notice of cancellation shall be submitted in writing without any unreasonable delay. However, services that have already been provided may not be cancelled.
9. Infringement of Third-party Rights
SWC is responsible for ensuring that the Program does not infringe the intellectual property rights of any third party. If a case is raised against the Customer, the Customer must immediately notify SWC, after which responsibility passes to SWC, who will assume all associated costs and the right to pursue or settle the matter.
Where a judgement has been rendered, SWC is entitled, at its discretion, to either secure the Customer’s right to continue using the Program, modify or replace the Program with functionally equivalent software, or rescind these terms and immediately refund the license fee.
10. Service
The Customer has access to 1st level support (email support 9am–4pm CET+1) and 2nd level support (technical support 9am–4pm). The End User Agreement states whether SWC provides this support or whether it is the responsibility of the Partner. SWC is always responsible for providing 3rd level support (fixing errors in the Program), as well as Updating and Upgrading, including correcting errors in the latest version of the Program.
Service is provided weekdays 9am–4pm, every day except Saturdays, Sundays, public holidays, Constitution Day, Christmas Eve and New Year’s Day. The Customer is obliged to follow all verbal and written instructions given by SWC, including reinstallation, configuration or use of the Program.
11. Error Correction
The Customer is entitled to report errors directly to SWC or to the Partner. Errors are categorized by priority and SWC shall start work within the following timeframes upon receiving an adequately reproduceable error description:
| Priority | Description | Response time |
|---|---|---|
| P1 | Production stoppage for all users | 1 business day |
| P2 | Significant drop in production or sub-functions inaccessible | 3 business days |
| P3 | Other errors | Notified in next Upgrade or Update |
SWC is regarded to have commenced error correction from the date on which a connection is established with the Customer’s system and remote support is provided. SWC is not responsible for delays arising between the Partner and the Customer.
12. Specific Exclusions
The Customer is not entitled to Service in relation to the following:
- Conditions attributable to circumstances within the Customer’s organization, including employees and others granted access by the Customer
- Conditions attributable to attempts by the Customer or third parties to expand functions or make additions to the Program
- Incorrect use of the Program, including inaccurate data entry or use contrary to accompanying documentation
- Third party software for which SWC is not responsible, including conflicts arising from later installations
- External influences including network errors, interference from other units, or security breaches not attributable to SWC
13. Service Outside the Scope of the Agreement
SWC/the Partner will, to the greatest possible extent, provide support for queries, problems or errors not covered by the Agreement in exchange for payment at the applicable hourly Service tariff. SWC/the Partner is entitled to invoice the Customer for support provided outside scope, even if the Customer believed it was covered, provided that this was stated at the time.
14. Scope of Updates and Upgrades
Once payment has been made, the Customer is entitled to download new Upgrades (new versions) and Updates (bugfixes) from SWC’s download site. The Service also includes download of updated manuals and documentation issued by SWC. Upgrades and Updates become covered by these terms on their date of release on the download site.
15. Price and Terms of Payment
Unless otherwise stated, all prices are exclusive of VAT and other taxes. Support includes up to 30 minutes per error within quoted response times. All on-site support and additional time beyond 30 minutes not covered by warranty shall be charged at the applicable hourly tariff.
The Customer pays for at least one year in advance. Prices are index-linked annually on 1 January, based on Denmark’s net price index (minimum 2.5%). SWC is not subject to the Partner’s other trading terms and conditions towards the Customer.
16. Responsibility and Limitation of Liability
The parties are liable in accordance with Danish law and this Agreement. SWC assumes no liability for operating losses, time losses, losses of profit, interest losses and other indirect losses. Losses of data are regarded as direct losses. SWC is not liable for data generated after the most recent back-up.
The Customer is responsible for backing up data on a daily basis and for ensuring data is stored in a secure location. Except for third party claims of infringement, SWC/the Partner’s compensation liability shall be no more than the license fee paid by the Customer (or maximum DKK 100,000), or the Service fees paid within the preceding 12 months. In no event shall either party be liable for any consequential, incidental, indirect, special, punitive or other damages whatsoever, even if the other party has been advised of the possibility of such damages.
17. Product Liability
SWC has product liability in accordance with the regulations set out in EU directive 85/374/EEC as implemented to the extent that this cannot be waived by agreement, but otherwise renounces product liability on any other basis.
18. Force Majeure
The parties have no liability towards each other in the event of force majeure circumstances. This includes war and military mobilization, natural disasters, strikes, lockouts, fire, deficient deliveries from sub-contractors, damage to production equipment, computer viruses, loss of Internet connectivity, unfitness of key personnel, and import/export regulations beyond the control of the affected party.
Where force majeure prevents performance of obligations for more than 3 months, a party is entitled to cancel the agreement without any contingent compensation liability. Both parties keep what they have received, and the Customer shall pay for Programs delivered but not yet paid for.
19. Term, Cancellation and Termination
The End User Agreement runs for 12 months from the date the Customer entered into the Agreement and renews automatically for 12 months unless the Customer gives written notice to SoftwareCentral/the Partner 3 months prior to the end of a period. After the first period, SoftwareCentral may also terminate the Agreement with 3 months’ written notice to the end of a month.
20. Breaches
If the Customer breaches these terms and conditions, the Customer shall lose all rights, including license rights, with immediate effect and will be obliged to return the Program and all associated documentation without any recourse to refund. A breach does not waive the requirement to make payments in accordance with payment agreements entered into.
21. Applicable Law and Venue
These License Terms and Conditions are subject to Danish law and its general regulations in respect to the parties’ mutual circumstances. Disputes shall be resolved through mediation. The parties shall jointly appoint a mediator or allow one to be recommended by a recognized institution.