End User License Agreement

End User License Agreement (EULA)
1.

DEFINITIONS

1.1. "Licensee" shall mean a physical person or legal entity that has acquired a license to the
Software.
1.2. "EULA" shall mean this standard End User License Agreement.
1.3. "ForNAV" shall mean ForNAV ApS, CVR number DK37045160.
1.4. "Initial Update Term" shall have the meaning set out in clause 5.3 below.
1.5. "Partner" shall mean the authorized reseller or distributor of ForNAV from whom the
Licensee has purchased the license to the Software.
1.6. "Software" shall mean any software, tool, utility, documentation or alike delivered by
ForNAV including the license file, and any revision, update or upgrade hereto which are
made available by ForNAV to the End User under the terms and conditions set out in this
EULA.
1.7. "Working day" shall mean Monday to Friday, except from national holidays in Denmark,
and 5th of June, 24th of December and 31st of December.
2.

SCOPE OF THE END USER LICENSE

2.1. ForNAV hereby grants to the Licensee a non-assignable and non-exclusive right to use the
Software in accordance with the terms and conditions set out in this EULA solely for
Licensee’s own internal business operations. The license is effective upon installation by
the Licensee and remains in force until termination by either party.
2.2. The Software can be licensed as (i) a perpetual license or (ii) a subscription license that
needs to be renewed every year (12 months).
2.2.1. A perpetual license gives the Licensee a right to use the licensed version of the
Software perpetual.
2.2.2. A subscription license gives the Licensee a right to use the Software (current or at
any time latest version) one (1) year from the date of purchase. If the subscription
license is not renewed, the Licensee no longer has any right to use the Software.
2.3. The Software is a standard product. It shall be the sole responsibility of the Licensee to
ensure that the functions of the Software fulfill the requirements and expectations of
Licensee.
2.4. The Licensee’s right to use the Software requires that the Licensee has accepted the terms
and conditions in this EULA. One license (perpetual or subscription) gives the Licensee the
right to use the Software for one physical person or one legal entity.
2.5. Licensee agrees that ForNAV may audit Licensee's use of the Software for compliance with
this EULA at any time, upon reasonable notice. In the event that such audit reveals any
use of the Software by Licensee other than in full compliance with the terms of this EULA,

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Licensee shall reimburse ForNAV for all reasonable expenses related to such audit in
addition to any other liabilities Licensee may incur as a result of such non-compliance.
2.6. In case of termination of the agreement with the Partner, ForNAV may with regard to
ForNAV’s Software take over or reassign Licensee of the Partner to another partner.
2.7. In case Licensee wants to reassign to another partner than the Partner, Licensee must
inform ForNAV hereof in writing no later than two (2) months before the end of an update
term, cf. clause 5 below.
3.

INTELLECTUAL PROPERTY RIGHTS

3.1. Licensee shall obtain no rights to the Software. ForNAV retains all intellectual property
rights to the Software, updates, documentation and all data enclosed in it, including, but
not limited to, copyright, trademarks and other rights, titles and interests in the Software.
3.2. The Licensee is not permitted to publish the Software without the explicit, written consent
of ForNAV. This applies also to any documentation delivered by ForNAV.
3.3. The Licensee may not reverse engineer, decompile or disassemble the Software except
when otherwise allowed by mandatory statutory provisions. The Licensee shall always
notify ForNAV in writing in advance of such acts.
3.4. Upon an infringement of ForNAV’s intellectual property rights ForNAV shall be entitled to
terminate this Agreement for cause with immediate effect, as per clause 8.2.
4.

USE OF THE SOFTWARE

4.1. By installing, copying, or otherwise using the Software, the Licensee agrees to be bound
by the terms of this EULA.
4.2. The Licensee acknowledges that the use of some parts of the Software and licensing may
require connection to the Internet.
4.3. Should the Licensee use the Software, including any documentation, for another physical
person or legal entity than Licensee, ForNAV is entitled to a penalty amounting to two
times ForNAV’s list price for the unpaid End User license. The penalty shall be calculated
in accordance with the list price of the End User license valid at the time ForNAV becomes
aware of the unauthorized use of the Software.
4.4. The Licensee alone is responsible for back up of all data, configurations and settings stored
in the Software.
5.

UPDATES

5.1. ForNAV will use its best endeavor to ensure on-going development of the Software,
including correction of errors and inexpediency and, at the discretion of ForNAV, to change
the Software with the aim of making the Software compatible with new versions of third
party’s standard software.
5.2. Subscription license:
5.2.1. When purchasing a subscription license to the Software an update fee is included in
the yearly subscription license, thus the Licensee will automatically receive relevant
updates.

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5.3. Perpetual license:
5.3.1. When purchasing a perpetual license to the Software, the purchase of relevant
updates is mandatory the first year (the "Initial Update Term"). The Initial Update
Term runs from the date of purchase and the following 12 months. The Licensee
must pay an update fee for the Initial Update Term corresponding to 16% of the
license fee paid by the Licensee to the Partner for the Software.
5.3.2. After the expiry of the Initial Update Term, the Licensee will automatically receive
relevant updates, unless the Licensee has informed the Partner otherwise by giving
three months' written notice to the end of an update term (a 12 months' period).
The Licensee must pay an update fee for these updates corresponding to 16% of
the license fee paid by the Licensee to the Partner for the Software.
5.4. In the event that the Licensee has terminated this Agreement with or without cause in
accordance with the provision in clause 9 and wants to reactivate it, the Licensee must pay
for both the updates that have been released in the inactive term and any new updates.
The update fee for the inactive term (the retroactive fee) shall be calculated on basis of
the license fee paid by the Licensee to the Partner at the time of the acquisition of the
license. The retroactive fee is calculated yearly with the percentage rate stipulated in clause
5.3.1 plus 3 percentage points.
5.5. The Licensee acknowledges that updates to the Software may not work with the Licensee’s
hardware, add-on, third party software or custom fit adjustments or modifications.
5.6. The use of updates is the sole responsibility of the Licensee, and ForNAV can under no
circumstances be held liable for any problems or inexpediency that updates may cause.
6.

ASSIGNMENT

6.1. The Licensee is not entitled to lend, lease, sublicense, transfer or otherwise assign its rights
and obligations given under this Agreement without ForNAV’s prior written consent. Any
assignment shall not be legal without ForNAV’s prior written consent. Assignment also
includes transfer or adoption in connection with a merger, demerger, outsourcing and
similar events or activities within and outside the group of companies to which the Licensee
belongs.
6.2. If the Licensee assigns the Software in conflict with the provisions above, ForNAV may
terminate this Agreement with immediate effect, as described in clause 9.
6.3. ForNAV may at any time in full or in part assign its rights and obligations under this
Agreement to any third party.
7.

INFRINGEMENTS OF THIRD PARTY RIGHTS

7.1. ForNAV represents and warrants that it has the right to license the Software, including any
documentation, to the Licensee, and that ForNAV holds the necessary rights, titles and
licenses to allow the Licensee to perform all rights contemplated by this Agreement, and
that the Software does not infringe any third party's right that is valid within and
enforceable in Denmark.
7.2. The above representations and warranties do not apply to infringements or
misappropriations resulting from modifications of the Software, including any

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documentation, by the Licensee, or the Licensee's operation or use of the Software with
devices, data or software furnished by the Licensee.
7.3. If a third party towards the Licensee claims that the Software infringes third party rights,
the Licensee shall immediately inform ForNAV in writing and ForNAV shall take over the
defence of the claim. ForNAV shall at its cost have full control of any proceedings arising
out of any infringement of third party rights.
7.4. If the Licensee becomes aware of any infringement or potential infringement of the
Software it shall promptly notify ForNAV in writing.
8.

PROVIDED "AS IS"

8.1. The Software and any related documentation is provided “as is” without warranty of any
kind, either express or implied, including, without limitation, the implied warranties or
merchantability, fitness for a particular purpose. The entire risk arising out of use or
performance of the Software remains with Licensee.
8.2. The Software delivered under this Agreement is a standard product, and the Licensee is
aware that no software product is faultless in all situations and combinations.
8.3. ForNAV shall not be liable for any defects. This Agreement includes neither warranty
against defects, nor any warranty of fitness or suitability for a particular purpose.
8.4. Immediately after a reproducible error or defect is discovered or should be discovered the
Licensee must give notice to ForNAV’s Partner, with which the Licensee is cooperating at
the time of the notification. Upon notification the Licensee must specify the error or defect.
8.5. ForNAV will use its best endeavors to remedy errors and defects which are reproducible in
the most recent version of the Software and in the most recent version of the Microsoft
Dynamics NAV standard database.
8.6. The actual scope and procedure for remedy of any errors or defects is at the free and
independent discretion of ForNAV, who may remedy essential errors and defects by
releasing an update of the Software. ForNAV will remedy non-essential errors and defects
to the extent ForNAV finds it necessary.
9.

TERMINATION

9.1. The Licensee may terminate this EULA for the future at any time by ceasing the use of the
Software and promptly destroying and deleting all copies, including any documentation.
The Licensee shall not be entitled to any refund of the license fee.
9.2. In the event that the Licensee fails to comply with any of the terms or conditions of this
Agreement, ForNAV may terminate for cause the Licensee's right to use the Software,
including any documentation, at any time upon a written notice of 30 days. Upon such
termination the Licensee must destroy and delete all copies of the Software, including any
documentation. The Licensee shall not be entitled to any refund of the license fee upon
such termination.
10.

LIABILITY OF THE LICENSEE

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10.1. General rules of Danish law are applicable to the Licensee’s breach of contract. In the event
of Licensee's breach of any of its obligations set out in this EULA, ForNAV shall be entitled
to terminate this EULA with immediate effect.
11.

LIMITATION OF LIABILITY

11.1. ForNAV expressly disclaims any liability, whether expressed or implied with regard to (i)
defects and errors, which are not related to the Software, but which are related to external
factors, including other software products of the Licensee, (ii) acts or omissions of the
Partners of ForNAV (iii) the interaction between the Software and any other hardware
and/or software environment and organization at the Licensee’s location or at any remote
location, including but not limited to hosting or data centers (iv) errors, defects and
inexpediency of third party’s standard products, delivered by ForNAV (v) the Licensee’s
changes and/or modifications in or with the Software, and (vi) compatibility between the
Software and any new version, update etc. of third party’s software.
11.2. ForNAV shall not in any way be liable for circumstances related to the non-fulfilment of the
Licensee’s duties in respect of this Agreement. In no event shall ForNAV be held liable for
any damage resulting from loss of data, loss of profits or goodwill or other consequential
damages. ForNAV's liability can under no circumstances exceed the license fee paid by
Licensee under the Agreement excluding any update fee paid in accordance with clause 5
above.
12.

CHANGES OF THIS AGREEMENT

12.1. ForNAV’s Partner or distributor of the Software may not under any circumstances deviate
from or make changes to these terms and conditions without ForNAV’s explicit consent in
writing, which must be made in accordance with the provisions in ForNAV’s articles of
association relating to the power to bind ForNAV.
13.

VALIDITY

13.1. If any provision in this Agreement is held to be illegal, invalid or unenforceable, such
provision(s) shall nonetheless be enforced to the fullest extent permitted by applicable law,
so as to reflect the original intent of the parties. Such provision(s) shall not affect the
legality and validity of the other provisions in this Agreement.
14.

GOVERNING LAW AND DISPUTE RESOLUTION

14.1. This EULA shall be governed and construed by Danish law, and supersedes all prior and
contemporaneous oral and written proposals and communications respecting the subject
matter hereof.
14.2. The Parties will use all reasonable efforts to solve any controversy that may arise from this
EULA amicably at senior management levels of both parties. Disputes that cannot be
settled amicably shall be settled at the the Copenhagen City Court.
15.

INTERPRETATION

15.1. If any provision of this EULA is held illegal or unenforceable by any court of competent
jurisdiction, such provision shall be deemed separable from the remaining provisions of
this agreement and shall not effect or impair the validity or enforceability of the remaining
provisions of this agreement.

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