LICENSING TERMS
Contract on Delivery of Software and Provision of Rights to Use
concluded under Section 1746 par. 2 Act No. 89/2012 Coll., Civil Code, as amended:
1. Contracting Parties
1.1. Contractor:
Company: Position s.r.o.
Registered office: Prague 2, Londýnská 665/45, 120 00
Statutory body: Jiří Tulach, Executive, and Petr Mašek, Executive
Company identification No.: 26422816, tax ID No.: CZ26422816
The company is incorporated in the Companies Register kept by the Municipal Court in Prague, Section C, Insert 81053.
1.2. Purchaser: The person accepting the Contract proposal and agreeing with the conclusion hereof.
The parties enter into this contract, whereby the Contractor undertakes to deliver software specified below and to transfer rights to use the software, and the Purchaser undertakes to take the Software over and to pay the price for its use.
1.1. Contractor:
Company: Position s.r.o.
Registered office: Prague 2, Londýnská 665/45, 120 00
Statutory body: Jiří Tulach, Executive, and Petr Mašek, Executive
Company identification No.: 26422816, tax ID No.: CZ26422816
The company is incorporated in the Companies Register kept by the Municipal Court in Prague, Section C, Insert 81053.
1.2. Purchaser: The person accepting the Contract proposal and agreeing with the conclusion hereof.
The parties enter into this contract, whereby the Contractor undertakes to deliver software specified below and to transfer rights to use the software, and the Purchaser undertakes to take the Software over and to pay the price for its use.
2. Subject of Contract, General Provisions
1) The Contractor hereby undertakes to enable the Purchaser using the solution for planning and optimization of ROAD CONTROL routes (hereinafter referred to as the "Software") according to the Purchaser's order for the number of vehicles and the extent determined by the Purchaser, and to transfer the right to use the Software to the Purchaser; the Purchaser undertakes to pay the agreed price for the Software. The transfer of the right to use for the purposes hereof means that the Contractor shall deliver the license to the Software use or deliver the entitlement to use the license, granted to the Purchaser by the author or the person granted the entitlement by the author, in case the author differs from the Contractor.
2) The Contractor hereby represents that the Software contains other works of third parties.
3) The Contractor hereby represents that it is not aware of any legal defects of the Software and that it is authorized to provide the Software together with the license and to enter into this Contract pursuant to license agreements with owners of copyright to software products, in case they differ from the Contractor.
4) The Contractor hereby undertakes to transfer the right to use the Software and the Purchaser acquires the right to use the Software under the terms stated in the license concerned.
5) The Purchaser hereby represents that it is well aware of the terms of the license concerned, in particular that the license rights are non-exclusive, non-transferable to third parties and that it acknowledges such terms and undertakes to respect and comply with them.
1) The Contractor hereby undertakes to enable the Purchaser using the solution for planning and optimization of ROAD CONTROL routes (hereinafter referred to as the "Software") according to the Purchaser's order for the number of vehicles and the extent determined by the Purchaser, and to transfer the right to use the Software to the Purchaser; the Purchaser undertakes to pay the agreed price for the Software. The transfer of the right to use for the purposes hereof means that the Contractor shall deliver the license to the Software use or deliver the entitlement to use the license, granted to the Purchaser by the author or the person granted the entitlement by the author, in case the author differs from the Contractor.
2) The Contractor hereby represents that the Software contains other works of third parties.
3) The Contractor hereby represents that it is not aware of any legal defects of the Software and that it is authorized to provide the Software together with the license and to enter into this Contract pursuant to license agreements with owners of copyright to software products, in case they differ from the Contractor.
4) The Contractor hereby undertakes to transfer the right to use the Software and the Purchaser acquires the right to use the Software under the terms stated in the license concerned.
5) The Purchaser hereby represents that it is well aware of the terms of the license concerned, in particular that the license rights are non-exclusive, non-transferable to third parties and that it acknowledges such terms and undertakes to respect and comply with them.
3. License
1) The Software use means any use of the Software, non-exclusive, non-transferable and non-perpetual right to install the Software to a computer hard disc or to another similar device serving for permanent storage of data to the computer system memory.
2) The right to use the Software is tied to the number of end users. One end user means that the Software is installed to one computer system.
3) The license shall automatically expire by elapsing the period for which it was provided. A period is always the month for which the Purchaser pays the agreed price to the Contractor. The Contractor's right to withdraw herefrom shall not be affected thereby.
4) The Purchaser is entitled to get service support for the Software products by the Contractor for the duration of the license. The Contractor is not obliged to update the Software on a regular basis.
5) The Service support means the adaptation of the Software for the purposes of adjustment of performance and other properties and it includes the following:
a) Provision of support by answering e-mail queries of the Purchaser (e-mail support).
b) Information e-mail on the release of a new Software version including description of new features.
c) Entitlement to be delivered the new version of the Software.
6) The Purchaser is entitled to the e-mail support and the Contractor undertakes to provide answers to queries within 72 hours after the query is made, on business days. The Contractor's business days are Monday to Friday 8:00-17:00 GTM+1. The Purchaser shall include information enabling identification of its license in the query.
7) The Purchaser shall promptly notify the Contractor in writing in case the Software requires maintenance or fails to work properly.
1) The Software use means any use of the Software, non-exclusive, non-transferable and non-perpetual right to install the Software to a computer hard disc or to another similar device serving for permanent storage of data to the computer system memory.
2) The right to use the Software is tied to the number of end users. One end user means that the Software is installed to one computer system.
3) The license shall automatically expire by elapsing the period for which it was provided. A period is always the month for which the Purchaser pays the agreed price to the Contractor. The Contractor's right to withdraw herefrom shall not be affected thereby.
4) The Purchaser is entitled to get service support for the Software products by the Contractor for the duration of the license. The Contractor is not obliged to update the Software on a regular basis.
5) The Service support means the adaptation of the Software for the purposes of adjustment of performance and other properties and it includes the following:
a) Provision of support by answering e-mail queries of the Purchaser (e-mail support).
b) Information e-mail on the release of a new Software version including description of new features.
c) Entitlement to be delivered the new version of the Software.
6) The Purchaser is entitled to the e-mail support and the Contractor undertakes to provide answers to queries within 72 hours after the query is made, on business days. The Contractor's business days are Monday to Friday 8:00-17:00 GTM+1. The Purchaser shall include information enabling identification of its license in the query.
7) The Purchaser shall promptly notify the Contractor in writing in case the Software requires maintenance or fails to work properly.
4. Time, Place and Method of Performance
1) The Contractor shall enable the Purchaser downloading the Software via an e-mail message, which shall contain the link for download. The Purchaser expressly agrees with such method of download.
2) The Purchaser shall install the Software at its own risk and expense.
1) The Contractor shall enable the Purchaser downloading the Software via an e-mail message, which shall contain the link for download. The Purchaser expressly agrees with such method of download.
2) The Purchaser shall install the Software at its own risk and expense.
5. Trial Version
1) The Software may be used free of charge for the trial period of 14 days. The license must be purchased immediately after the trial period elapses or in its course so that the Software may continue to be used.
1) The Software may be used free of charge for the trial period of 14 days. The license must be purchased immediately after the trial period elapses or in its course so that the Software may continue to be used.
6. Price and Payment Terms
1) The contracting parties stipulate the remuneration (price) to be settled by the Purchaser to the Contractor according to the Purchaser's order placed within the process of electronic ordering the Software. The price for the provision of the Software shall be payed once a month for the month concerned.
2) The purchase of the license and subsequent issue of tax documents shall be made through an agent – payment gateway of FastSpring 8 E. Figueroa Street, Santa Barbara, CA 93101 USA, VAT Number: EU826012240, under the terms of the agent.
3) The above mentioned price is VAT exclusive and the Purchaser acknowledges that the Contractor is a VAT payer.
4) The agreed price is based on the current price list of the Contractor for the Software at the time of the Contract conclusion. The Purchaser acknowledges that the Contractor's costs or costs settled by the Contractor not mentioned herein are not included into the amounts mentioned herein; the Contractor is entitled to charge such documented costs separately and the Purchaser is obliged to pay for such costs to the Contractor.
1) The contracting parties stipulate the remuneration (price) to be settled by the Purchaser to the Contractor according to the Purchaser's order placed within the process of electronic ordering the Software. The price for the provision of the Software shall be payed once a month for the month concerned.
2) The purchase of the license and subsequent issue of tax documents shall be made through an agent – payment gateway of FastSpring 8 E. Figueroa Street, Santa Barbara, CA 93101 USA, VAT Number: EU826012240, under the terms of the agent.
3) The above mentioned price is VAT exclusive and the Purchaser acknowledges that the Contractor is a VAT payer.
4) The agreed price is based on the current price list of the Contractor for the Software at the time of the Contract conclusion. The Purchaser acknowledges that the Contractor's costs or costs settled by the Contractor not mentioned herein are not included into the amounts mentioned herein; the Contractor is entitled to charge such documented costs separately and the Purchaser is obliged to pay for such costs to the Contractor.
7. Ownership Right and Transmission of Risks of Damage to Software Products
1) The Purchaser shall use the Software in compliance with the license terms, which shall be delivered to the Purchaser. The Purchaser shall secure compliance with these provisions and the license provisions by its staff and third parties who get into contact with the Software.
2) In particular the Purchaser must not operate, use, copy or alter the Software otherwise than specified in the license terms.
3) The risk of damage to things, HW and SW delivered by the Contractor to the Purchaser shall be transmitted to the Purchaser as of the moment of their acceptance (delivery).
4) Damage to a thing, HW or SW originated after the transmission of risk to the Purchaser shall not affect its obligation to pay the stipulated price unless the damage was caused exclusively as a result of a breach of duties by the Contractor.
1) The Purchaser shall use the Software in compliance with the license terms, which shall be delivered to the Purchaser. The Purchaser shall secure compliance with these provisions and the license provisions by its staff and third parties who get into contact with the Software.
2) In particular the Purchaser must not operate, use, copy or alter the Software otherwise than specified in the license terms.
3) The risk of damage to things, HW and SW delivered by the Contractor to the Purchaser shall be transmitted to the Purchaser as of the moment of their acceptance (delivery).
4) Damage to a thing, HW or SW originated after the transmission of risk to the Purchaser shall not affect its obligation to pay the stipulated price unless the damage was caused exclusively as a result of a breach of duties by the Contractor.
8. Exclusion of Liability for Damage
1) Under provisions of Section 2898 Civil Code, the Contractor shall not be liable for damage caused to the Purchaser's property by the Software. The Contractor shall not be liable for lost profit or any loss of data. The contracting parties acknowledge that the Contractor is not obliged to settle any costs arisen on the grounds of procuring a substitute program or services. The Purchaser waives its right to potential compensation for such damage.
2) The Contractor shall not be liable for consequences of Software use by the Purchaser. In this context, the Contractor shall not be liable for failures of the system caused in connection with its use by the Purchaser or third parties also for other activities than those which correspond to its original intention (e.g. for training, games etc.). The Contractor shall not be liable for the result expected by the Purchaser, which depends on the level of knowledge and capabilities of Purchaser's end users and on their action free of error while working with the system.
1) Under provisions of Section 2898 Civil Code, the Contractor shall not be liable for damage caused to the Purchaser's property by the Software. The Contractor shall not be liable for lost profit or any loss of data. The contracting parties acknowledge that the Contractor is not obliged to settle any costs arisen on the grounds of procuring a substitute program or services. The Purchaser waives its right to potential compensation for such damage.
2) The Contractor shall not be liable for consequences of Software use by the Purchaser. In this context, the Contractor shall not be liable for failures of the system caused in connection with its use by the Purchaser or third parties also for other activities than those which correspond to its original intention (e.g. for training, games etc.). The Contractor shall not be liable for the result expected by the Purchaser, which depends on the level of knowledge and capabilities of Purchaser's end users and on their action free of error while working with the system.
9. Warranty and Liability
1) The Contractor shall be liable for the fact that the subject of performance under individual contracts concluded between the Purchaser and the Contractor has and for at least 6 months shall have properties prescribed by the binding standards and contracts concluded between the parties hereto, and that it is complete and without legal defects.
2) The warranty period of 6 months shall commence on the day of download of the Software under this Contract. The Purchaser shall notify the Contractor of potential legal defects without undue delay after it learned of them.
3) The Software is deemed to have legal defects if it is burdened with a third-party right and the Purchaser was not informed thereof.
4) The Purchaser is obliged to inspect the subject of performance or its part on the handover and to notify the Contractor of defects without undue delay, however, at the latest by the end of the warranty period.
5) Defects identifiable on receipt or on delivery (apparent defects), e.g. defects in amount and form, must be communicated by the Purchaser to the Contractor in writing within 5 business days after the receipt or delivery. After elapsing such period, the Contractor shall remedy the defects only if the Purchaser proves that the defects were present at the time of delivery and the Purchaser could not ascertain them on delivery.
6) In the complaint or the notification of the defects, the defect and its symptoms shall be described, and the method of requested remedy shall be stated. As the case may be, the complaint shall be attached evidence enabling verification whether the complaint is justified. The Purchaser may not change the implemented method of remedy of the defects without the written consent of the Contractor.
7) If the complaint is lodged after the end of the warranty period, the rights from the liability for defects shall become extinct.
8) The warranty period shall be interrupted for the time when the thing is unfit for use due to defects for which the Contractor is liable.
9) Defects claimed in the warranty period shall be remedied by the Contractor free of charge within 30 days if technically and legally feasible and if the assistance of the Purchaser or a third party is not required. In the event of necessary assistance of the Purchaser or a third party, the period shall be accordingly extended by the time when the Purchaser or a third party were obliged to take action or, as the case may be, by the time of their non-action.
10) The Purchaser shall be liable for any damage incurred by the Contractor or the license author in consequence of license terms violation, in particular copyright infringement.
1) The Contractor shall be liable for the fact that the subject of performance under individual contracts concluded between the Purchaser and the Contractor has and for at least 6 months shall have properties prescribed by the binding standards and contracts concluded between the parties hereto, and that it is complete and without legal defects.
2) The warranty period of 6 months shall commence on the day of download of the Software under this Contract. The Purchaser shall notify the Contractor of potential legal defects without undue delay after it learned of them.
3) The Software is deemed to have legal defects if it is burdened with a third-party right and the Purchaser was not informed thereof.
4) The Purchaser is obliged to inspect the subject of performance or its part on the handover and to notify the Contractor of defects without undue delay, however, at the latest by the end of the warranty period.
5) Defects identifiable on receipt or on delivery (apparent defects), e.g. defects in amount and form, must be communicated by the Purchaser to the Contractor in writing within 5 business days after the receipt or delivery. After elapsing such period, the Contractor shall remedy the defects only if the Purchaser proves that the defects were present at the time of delivery and the Purchaser could not ascertain them on delivery.
6) In the complaint or the notification of the defects, the defect and its symptoms shall be described, and the method of requested remedy shall be stated. As the case may be, the complaint shall be attached evidence enabling verification whether the complaint is justified. The Purchaser may not change the implemented method of remedy of the defects without the written consent of the Contractor.
7) If the complaint is lodged after the end of the warranty period, the rights from the liability for defects shall become extinct.
8) The warranty period shall be interrupted for the time when the thing is unfit for use due to defects for which the Contractor is liable.
9) Defects claimed in the warranty period shall be remedied by the Contractor free of charge within 30 days if technically and legally feasible and if the assistance of the Purchaser or a third party is not required. In the event of necessary assistance of the Purchaser or a third party, the period shall be accordingly extended by the time when the Purchaser or a third party were obliged to take action or, as the case may be, by the time of their non-action.
10) The Purchaser shall be liable for any damage incurred by the Contractor or the license author in consequence of license terms violation, in particular copyright infringement.
10. Withdrawal
1) The contracting parties agree that a reason for withdrawal by the Purchaser is delivery of the Software with irreparable defects that cause it unfit for the usual use under the attached documentation in case the Contractor fails to remedy the defects in the agreed method and within the statutory period.
2) The contracting parties agree that a reason for withdrawal by the Contractor is delay in payment of the agreed part of the purchase price.
1) The contracting parties agree that a reason for withdrawal by the Purchaser is delivery of the Software with irreparable defects that cause it unfit for the usual use under the attached documentation in case the Contractor fails to remedy the defects in the agreed method and within the statutory period.
2) The contracting parties agree that a reason for withdrawal by the Contractor is delay in payment of the agreed part of the purchase price.
11. Governing Law
1) Issues not regulated hereby or regulated only partially shall be governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., Civil Code, as amended.
2) This Contract is concluded and interpreted under Czech laws and other generally binding legal standards.
1) Issues not regulated hereby or regulated only partially shall be governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., Civil Code, as amended.
2) This Contract is concluded and interpreted under Czech laws and other generally binding legal standards.
12. Final Provisions
1) This Contract comes into validity and effectiveness on the date of its execution by both parties. This Contract is concluded electronically in the Czech language in case the Purchaser chooses Czech in the process of the Software installation, and in the English language in case the Purchaser chooses English in the process of installation.
2) The contracting parties declare that they read this Contract before signing it and that it was concluded after mutual discussion in accordance with their true and free will, definitely, seriously and comprehensibly, not in distress or under markedly disadvantageous conditions.
3) The representation of third parties on terms of provision of license to their works forms part of the Software.
1) This Contract comes into validity and effectiveness on the date of its execution by both parties. This Contract is concluded electronically in the Czech language in case the Purchaser chooses Czech in the process of the Software installation, and in the English language in case the Purchaser chooses English in the process of installation.
2) The contracting parties declare that they read this Contract before signing it and that it was concluded after mutual discussion in accordance with their true and free will, definitely, seriously and comprehensibly, not in distress or under markedly disadvantageous conditions.
3) The representation of third parties on terms of provision of license to their works forms part of the Software.
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