LICENSE AGREEMENT
about licensing
the BS-S software [BS-S stands for Business Software - Supanz], which are sold as stand-alone products, such as BS-S Program Generator, or mobile applications such as Report Manager for SAP, BS-S Web-Timesheet, BS-S-Web-Time-CATS and the BS-S user administration, with all components of the basic technology BS-S Interaction Framework©, (hereinafter referred to as “software”) by SUPANZ GmbH, Reauz 9a, 9074 Keutschach/See (hereinafter referred to as “SUPANZ” or “Licensor”)
1. Purpose of the contract
1.1 The aim and purpose of this contract is to license the software to the licensee for every type of installed software product - both for paid licenses and for test licenses/free demo versions. The purpose of the software is, for example, the creation of different data import procedures, such as data migrations, interfaces from/to third-party systems, as well as WEB integrations for desktop and mobile applications, into an SAP system - with the help of an interactive user interface - by generating the program code and the object data.
The licensor makes the software available to the licensee without a time limit.
1.2 The subject of this license agreement is exclusively the licensing to entrepreneurs. Licensing to consumers within the meaning of the Consumer Protection Act is not intended.
2. Rights of use
2.1 The licensor is the exclusive owner of all rights to use the work and any other existing intellectual property rights to the software including the associated documentation.
2.2 The licensor grants the licensee the non-exclusive, non-transferable, location- and time-unlimited license to use the software [= so-called runtime license]. This use includes installing the software, loading, displaying, running and saving the software to the following extent:
- Use within Licensee's company and affiliated companies for an SAP installation number of the SAP systems
- License volume [in the case of mobile applications]: Staggered according to the number of users. – If the number of users entered for the application in the license key exceeds the maximum number of users, a new license volume [= new license key] must be applied for.
Permitted modifiability by the licensee: The licensee is entitled to create one or more copies of the software and DDIC objects on the SAP system for which the original software was licensed, as a basis for changes and further developments as well as their use. However, it is mandatory to maintain the method regarding the current number of users and license key checks.
The licensee does not acquire any rights to use the software beyond this. In particular, the licensee is not entitled to reproduce or distribute the software (except for fleeting or accompanying reproduction in accordance with Section 41a of the Copyright Act).
2.3 The software will be made available via email or download after registration. After payment, a license key/license certificate will be sent by email. Documentation is included (short user guide).
The licensee is entitled to reproduce this documentation or to make it available electronically within his company to the extent that this is necessary for the use of the software.
2.4 The prerequisite for the transfer of the usage rights is the conclusion of a mandatory 12-month maintenance agreement by the licensee and receipt of the agreed payment. The maintenance fee for the current year is calculated pro rata based on the remaining months. The annual fee is due on January 1st. one year.
Failure to pay the annual maintenance fee releases the licensor from continuing maintenance such as delivery of software updates and support services.
3. Limitation of benefits
3.1 The licensee, for his part, creates the necessary hardware and software requirements for installation and use of the software. The licensee confirms that he has independently informed himself about the IT-technical and other risks of complex data processing processes or has received expert advice and acknowledges that the licensor's tasks are limited to making the software available.
3.2 The licensee receives the software after registration - disclosure of the company and contact details (see point 4) by email or via the licensor's web portal/online shop - in an email or as Download. To ensure the integrity of the software received, the development was made available in an unchangeable namespace by SAP. This namespace is visible within the software. In addition, the basic technology BS-S Interaction Framework© is SAP-certified and therefore guarantees seamless integration into the existing customer SAP system landscape. It is possible to send the software on a data storage medium by separate agreement against reimbursement of costs.
3.3 Supporting services such as the training of the licensee's employees or the maintenance (support) of the software changes carried out by the licensee - as described under point 2.2 - are not the subject of the licensing, but are determined within the framework of any separate service and maintenance contract and are generally remunerated based on effort. In particular, the maintenance and - if necessary - timely updating of the system environment as well as the necessary measures to ensure data security (confidentiality, availability and integrity) are the responsibility of the licensee.
3.4 Any licensing and installation of software from third-party manufacturers that may be required for the use of the software is carried out independently by the licensee. If requested, the licensor will support the licensee in obtaining such licenses and installing the software for a separate fee.
4. Obligations of the Licensee
4.1 The licensee is obliged to provide his correct data when registering by email or online via the licensor's web portal: name and address of the organization, name of the contact person as well as an active/valid email address assigned to him, the SAP installation number and [in the case of mobile applications] the number of users The fee shown on the licensor's web portal/online shop and on which the order is based.
4.3 If payment is processed via a payment service provider (e.g. PayPal, Paylife), the licensee may also have to accept the general terms and conditions of these service providers.
4.4 The authorization to use the work in accordance with point 2 only arises after the fee has been paid in full.
5. Confidentiality
5.1 The licensee acknowledges that the software, its components and properties are business or trade secrets of the licensor and will therefore neither determine such information through reverse engineering nor pass it on to third parties.
5.2 Passing on the license key provided to the licensee is prohibited and will lead to the expiry of the granted license to use the work.
6. Warranty
6.1 The information on the licensor's homepage serves exclusively to inform the licensee and - unless expressly stated otherwise - does not include any guarantees relevant to the warranty.
6.2 The warranty claims to which the licensee is entitled against the licensor are fundamentally based on the provisions of the ABGB and UGB, whereby in particular the application of §§ 377 f UGB is agreed and any notices of defects must be made within three days. The licensor guarantees that the software has the contractually guaranteed and usually required properties at the time of shipment to the licensee. Statements made by the licensor about the properties of the software or other deliveries and services are only considered warranty-relevant assurances of properties if they are made in writing. In this context, the licensee acknowledges that, based on the current state of technology, software errors cannot be completely ruled out. The licensor therefore only provides a warranty for defects in the software that make its contractual use impossible or seriously restrict it.
6.3 The licensor is not liable for defects or damages resulting from disruptions, delays or interruptions in the course of transmission or receipt, unless they are within his sphere, for which the licensee is obliged to provide proof.
6.4 The warranty is limited to defects reported in writing and reproducible; The presumption of the existence of a defect upon delivery in accordance with Section 924 ABGB is waived. The warranty period runs twelve months from the date of delivery of the software.
6.5 If a defect can be remedied, the licensee can initially only demand improvement. The improvement is carried out at the Licensor's discretion, depending on the significance of the error, by delivering an improved software version or by providing information on how to eliminate or circumvent the effects of the error. The licensee is obliged to adopt a new software version offered to him by the licensor as part of the improvement, unless this leads to unreasonable adaptation and conversion problems for him. If the licensor does not remedy the defect within a reasonable period of time or if rectifying the defect would involve a disproportionate amount of effort, the licensee has the right to a price reduction or, if the defect is not a minor defect, the right to cancellation. If the service is divisible, the right to change only applies to the part of the service affected by the defect. Any further claims by the licensee are excluded.
6.6 If, when correcting defects, it turns out that these are due to a cause for which the licensor is not responsible (e.g. incorrect operation, interactions with the licensee's software, peculiarities of the licensee's system environment), the licensee shall pay an appropriate fee for the effort incurred.
7. Damages
7.1 The licensor is liable for an unlimited amount in the event of intent or gross negligence; liability for minor negligence is excluded, as is liability for consequential damages, financial losses, loss of earnings, immaterial damages, loss of data, incorrectness or incompleteness of migrated data, damages due to project delays, damages from third-party claims, savings not achieved and interest losses. Excluded from these liability limitations are personal injuries.
7.2 The licensee acknowledges that, as part of his obligation to minimize damage, he must regularly back up his data and, in the event of a suspected software error, take all reasonable additional security measures.
7.3 If the licensee is held liable for violating the intellectual property rights of third parties due to the use of the software, the licensor will hold him harmless if the licensee immediately notifies him of this matter and the licensor leaves all negotiations to him. In the event of justified claims by third parties, the licensor will acquire the necessary rights to the software for the licensee or deliver equivalent software or reimburse the customer for the costs of the software against return of the software.
8. Final provisions
8.1 This contractual relationship is based on the general terms and conditions of the licensor, the provisions of the Entrepreneurship Code and the General Civil Code. Any general terms and conditions of the licensee do not become part of the contract unless the licensor expressly agrees to their application in writing.
8.2 Changes or additions to this contract must be made in writing. This also applies to a waiver of this formal requirement.
8.3 The transfer of rights or obligations from this contract by the licensee to third parties requires the consent of the licensor; This does not apply to the assignment of monetary claims. The licensee is not entitled to offset its own claims against the licensor's claims unless these have been acknowledged in writing by the licensor or determined by a court. In the event of a dispute, the licensee is not entitled to withhold services.
8.4 The place of performance for all services from this contract is Klagenfurt am Wörthersee. Austrian law applies exclusively to this contract; the application of the IPRG and the UN Convention on Contracts for the International Sale of Goods is excluded. The competent court in Klagenfurt am Wörthersee has exclusive jurisdiction for disputes arising from this contract.
8.5 Any ineffectiveness or unenforceability of individual provisions of this contract does not affect the effectiveness of the other contractual provisions. In this case, the invalid or unenforceable provision is replaced by an effective or enforceable provision that comes as close as possible economically to the invalid or unenforceable provision.
8.6 This contract is only authentic in the present German version and is the basis of the contractual relationship. If this contract text is also made available in other languages, this is only a service for international licensees, but does not make the respective translation the basis for the contract.
Download as PDF: License agreement Supanz GmbH