1 Introductions and Definitions
1.1 These General Terms and Conditions (the “Terms and Conditions”) including appendices, apply between ClovoWorks Inc (“Clovo-Works”) and the Customer, with regard to the Clovo-Works Software (“Software”) referred to in the Order Form as defined below.
The Customer confirms that it understands and agrees to be bound by these Terms and Conditions with respect to all use and handling of the Software.
1.2 In these Terms and Conditions “Order Form” shall mean any ordering document, accepted by Clovo-Works, including any appendices used by the Customer to order a Software or services from Clovo-Works.
1.3 The Order Form contains a description of the “Software” ordered, which is a computer program in a machinereadable form including specifications, documentation, and material provided by Clovo-Works. The Software includes each Software Program and any updated, improved or otherwise modified version(s) thereof furnished by Clovo-Works pursuant to a product quotation or an order from Customer for Customer’s sole and exclusive use. The Order Form also specifies the license fee for the Software.
2 Grant of License
The Customer obtains a non-exclusive right to use the Software (“License”).
3 License Fee
The License is conditioned upon the Customer having paid the license fee stated in the Order Form or otherwise agreed in writing between Clovo-Works and the Customer. The license fee is exclusive of any VAT or similar taxes or public duties and fees. All such taxes, duties, and fees shall be paid by the Customer. 4 Scope of the License
4.1 The Customer may use, access, display, run or otherwise interact with one copy of the Software, or any prior version for the same operating system, on a single computer, workstation, terminal, handheld PC, pager, “smartphone”, or another digital electronic device (“computer”). If the License is a single user license, the Customer may use only the licensed copy of the Software for processing of data. If the License is a several user-license, the Customer may use as many copies of the Software as corresponds to the number of user licenses.
4.2 The Customer may store or install a copy of the Software on a storage device, such as a network server, used solely to run the Software on the Customer’s other computers over an internal network; however the Customer must acquire and dedicate a license for each separate computer that may access the Software from the storage device. A single-user license for the Software may not be shared or used concurrently on different computers.
4.3 The Customer shall introduce routines and control functions in order to ensure that the number of computers that may access the Software does not exceed the number of Licenses granted according to the Order Form. 4.4 4.5 4.6 Copies of the Software may be made for safety or archival purposes only, and for no other purpose whatsoever. These Terms and Conditions shall apply also to such copies.
4.7 Without Clovo-Works’s prior written consent, the Customer is not entitled to use, copy or in any other way transfer or use the Software in any manner except as stated in the Order Form or these Terms and Conditions. Consequently, the Customer is not entitled to decompile or disassemble the Software or information or material connected to the Software, except to the extent expressly permitted by mandatory law.
4.8 Marking and/or information regarding patent, copyright or copyright notices in software or computer media through which the Software is accessible to the Customer may not be removed, changed or modified in any way. The same applies to the corresponding marking of all documentation provided by Clovo-Works.
4.9 Customer is not entitled to grant any sublicenses, lease, lend or in any way let anyone else, whether directly or indirectly or against compensation or free of charge, use or in any way dispose of the Software; provided, however, that nothing herein shall prevent Customer from using the Product in the ordinary course of its business.
5 Clovo-Works’s right to the Software License
5.1 Clovo-Works owns the Software, including the copyright and/or as applicable, patent rights to the Software.
5.2 The License does not include any transfer to the Customer of Clovo-Works’s ownership of the Software (including the computer media through which the Software is made available), such as copyrights, or as applicable, patents rights.
The Software shall be delivered in accordance with what is stated in the Order Form. Clovo-Works is not responsible for the installation of the Software unless otherwise agreed between the parties in writing. If ClovoWorks agrees to assist with the installation of the Software, Customer shall pay for this in accordance with ClovoWorks’s price list for such services in force at the time of the installation.
7 Liability etc.
7.1 Examination of the Software and claims
At delivery, the Customer shall examine the functionality and quality of the Software. If the Customer concludes that the Software deviates from the agreed specifications or requirements for the Software (hereinafter referred to as “Defects”), the Customer shall notify Clovo-Works in writing within thirty (30) days of delivery, with all available details regarding the alleged Defect. Failing this, the Customer loses the right to claim any support or remedy with respect to any Defects which could have been discovered within such 30-day period.
The Customer’s right to claim any support or remedy in accordance with Section 7.2 – 7.4 hereof is further conditioned on full compliance with each and all of the following provisions:
(i) the Customer shall have utilized the Software in the work environment prescribed by Clovo-Works and according to manuals and all other instructions and directions of Clovo-Works,
(ii) the Customer shall have utilized the Software with machine equipment and operative systems stated in the Order Form or in the product specifications provided by Customer and accepted by Clovo-Works,
(iii) it can be shown that the Defect has occurred in an unaltered most current version of the Software,
(iv) the Customer at its own costs shall have provided Clovo-Works with all necessary information and/or material, in order for Clovo-Works to verify the alleged Defect, and
(v) the Defect shall have occurred within one hundred eighty (180) days from delivery of the Software.
Clovo-Works will, subject to Section 7.1 hereof, free of charge provide the Customer with appropriate support in case of Defects of the Software
The support will be provided within a reasonable time from the date Customer has notified Clovo-Works in writing of the Defect.
At the request of the Customer, Clovo-Works may, at its sole discretion, provide support not related to any Defects. The Customer shall pay Clovo-Works for such support in accordance with Clovo-Works’s price list in effect from time to time.
7.3 Remedy in case of Defects
7.4 In case of a Defect, Clovo-Works will, subject to Section 7.1 hereof, free of charge either, at the option of ClovoWorks, (i) remedy the Defect, (ii) replace the Software, or (iii) refund the license fee. Limited warranty and limitation of liability
Clovo-Works represents and warrants that the Software will be free from defects in material and workmanship for a period of one-hundred-eighty (180) days after delivery.
EXCEPT FOR THIS WARRANTY, CLOVO-WORKS MAKES NO, AND HEREBY DISCLAIMS ANY
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH
RESPECT TO THE SOFTWARE, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING OR
USAGE OR TRADE OR ANY OTHER MATTER NO EMPLOYEE, REPRESENTATIVE OR
AGENT OF CLOVO-WORKS HAS ANY AUTHORITY TO BIND CLOVO-WORKS TO ANY AFFIRMATION,
REPRESENTATION OR WARRANTY EXCEPT AS STATED IN THIS SECTION 7.4
Clovo-Works’s sole obligation in case of a breach of warranty under this Section 7.4 hereof shall be to either, as set forth in Sections 7.2 and 7.3 hereof.
UNDER NO CIRCUMSTANCES SHALL CLOVO-WORKS HAVE ANY LIABILITY TO THE
CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY DESCRIPTION, WHETHER
ARISING OUT OF WARRANTY OR OTHER CONTRACT, NEGLIGENCE OR OTHER
TORT, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOST GOODWILL, LOSS OF
INVESTMENT OR OTHER LOSSES.
Clovo-Works shall not be liable at all for the functionality or quality of plug-ins or other auxiliary programs designed to work together with the Software, or for the interoperability of such programs together with the Software.
8 Term and Termination
8.1 Period of validity of the License.
Unless otherwise agreed in writing between the parties, after the license fee has been paid the License remains in force, subject to Section 8.2 hereof, until terminated in writing by the Customer with three (3) months notice of termination.
8.2 Clovo-Works’s right of termination.
Clovo-Works shall have the right to terminate the License with immediate effect (and claim damages as set forth in Section 11 hereof) if the Customer should breach any of its material obligations under these Terms and Conditions.
8.3 The Customer shall not be entitled to any refund of the license fee irrespective of the reason for termination of the License.
9 Return of the Software
In case of termination of the License, irrespective of the reason for such termination, the Customer shall immediately return to Clovo-Works the Software and all copies, parts, and documents related thereto (with the exception for archived copies archived by the Customer in accordance with any applicable law). In connection therewith, the Customer shall confirm in writing that it has fully complied with this obligation.
The Software contains business and professional know-how and other confidential information belonging to ClovoWorks that have been disclosed and made accessible to third parties only through the License. The Customer is obliged not to make the Software available to third parties without Clovo-Works’s written permission, and to take all appropriate measures to prevent disclosure to third parties of such know-how and confidential information. The Customer shall ensure that its employees, agents, and other representatives are informed of and complies with this confidentiality obligation as well as the obligations regarding the rules for the use of the Software as set forth in Section 4. During the term of the License, the Customer shall use, store and maintain the Software in a manner that will prevent any dissemination of know-how and confidential information
The confidentiality obligation will remain in force after the expiry of the License and these Terms and Conditions.
11 Liability, etc.
If the Customers shall breach any of the material provisions of these Terms and Conditions, the Customer shall fully compensate Clovo-Works for any loss incurred by Clovo-Works as a result thereof. 12 Force Majeure
12.1 Clovo-Works shall not be liable to the Customer for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of force majeure.
12.2 Events of force majeure are events beyond the control of Clovo-Works which occur after the date that these Terms and Conditions has entered into force and which were not reasonably foreseeable at that time and whose effects are not capable of being overcome without reasonable expense and/or loss of time. Events of force majeure shall include (without being limited to) war, civil unrest, blockades, boycotts, strikes, lock-outs and other general labor disputes, acts of government or public authorities, natural disasters, exceptional weather conditions, breakdown or general unavailability of transport facilities, accidents, fire, explosions and general shortages of energy, failures in external network, software defects or inefficiencies (other than with respect to the Software), or other defects in computer equipment. Strikes, lock-outs, boycotts or blockades are events of force majeure even if Clovo-Works has taken the action itself or is the subject of the action.
13.1 These Terms and Conditions shall be governed by and construed according to Swedish law.
13.2 Any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration shall be in Stockholm. The language to be used in the arbitral proceedings shall be English.