The following terms and conditions shall apply for the provision and utilisation of the industry solution OXID eShop for Dynamics 365 by ESYON GmbH Germany including if applicable any used combined programmes (e.g. Dispo.Control) and updates. This software is based on Microsoft Dynamics 365 for Operations.
They shall not apply for any additional services such as installation, integration and adaptation of the software.
With installation or usage of OXID eShop for Dynamics 365 you accept these terms and conditions.
The software will be or was provided to you following the software license contract as a
Perpetual license (With the perpetual license you shall receive an ordinary, non-exclusive utilisation rights, without restrictions as to time, to the contractual software.)
or as a
Subscription license (The licensing shall be for a limited period. After expiration of this period your usage rights shall end with immediate effect.).
The software will be licensed on the following basis:
You are responsible for a proper licensing of the software. Discrepancies between billed and actual usage shall be reported to ESYON.
You shall have the right to produce necessary backup copies of the software, and to use copies on test systems.
You shall have the right to adjust the software to your needs. However, ESYON shall not be responsible for issues that might occur as a result of these adjustments and shall not be responsible to provide support for these adjustments.
The utilisation rights shall also be valid for companies associated with you in accordance with the definition in sections 15 et seq. AktG (German Companies Act).
The utilisation rights shall only be valid in the country of destination agreed according with the software license contract. If a separate agreement has not been entered into, the utilisation rights shall only be valid for the territory of the Federal Republic of Germany.
You may only transfer a perpetual license to a third party in a uniform manner, and only if the third party completely and finally ceases to use it himself/herself. The temporary or partial transfer of utilisation to a third party free of charge is not permitted.
The forwarding of the software to a third party requires a written approval by ESYON. This approval will not be refused if (i) you have confirmed in writing that all existing copies have been forwarded to such third party and that any existing backup copies have been deleted and (ii) if the third party has declared in writing towards ESYON his/her approval of the terms and conditions of licensing as agreed herein. Certain fees may apply forwarding the license to a third party.
Upon transfer to the third party, all of your utilisation rights shall cease to apply.
You are not permitted to transfer a subscription license to a third party independent of the kind and manner or duration.
ESYON warrants that the software, at the time of transfer of the risk and if used as intended, has the contractually agreed characteristics. The software shall be deemed to be defective if it deviates from the agreed characteristics to a more than insignificant extent and/or if it infringes upon third party property rights in the Federal Republic of Germany or in the country of destination expressly agreed between the parties.
With the provision of updates, the liability for defects is limited to the new features of the updates towards the actual present version.
In case of defects, ESYON shall fulfil his warranty obligations by providing rectification. ESYON shall have the right to, at his option, either provide you with a new version of the software which is free of defects, or to eliminate the defect. A defect shall also be deemed to have been eliminated if ESYON demonstrates to you reasonable possibilities of avoiding the consequences of the defect.
Warranty claims must be asserted to ESYON in writing and should include as detailed a description as possible of the symptoms occurred. You shall provide reasonable support to ESYON in the elimination of the defect, and shall in particular comply with the measures and suggestions by ESYON for the purpose of eliminating the defect.
Should two attempts at rectification fail, you shall have the right to set an adequate period of grace for the elimination of the defect. In this context you shall expressly declare in writing that you reserve the right to withdraw from the contract and/or to claim damages should rectification fail again.
Guarantees assumed by ESYON must be provided in writing in order to be valid.
The warranty period shall be 12 months from the date of delivery, unless agreed otherwise.
1) In all events of contractual and non-contractual liability ESYON shall render indemnity solely within the scope of the following limitation
2) The limitation of liability with definition in section (1) shall not apply to liability for personal damage nor to liability under the Produkthaftungsgesetz (German product liability act).
3) Liability according to for consequential damage, such as loss of profits and indirect damage shall be excluded.
Unless you have expressly been granted specific rights, all rights to the contractual software, in particular copyrights, trademark and other property rights, shall rest exclusively with ESYON.
Should ESYON, within the framework of enhancement or servicing work, provide you with amendments or a new edition of the industry solution OXID eShop for Dynamics 365 (updates, upgrade) which replaces the previously provided software, such amendments or new editions shall be subject to the present terms and conditions without an additional agreement being required.
Shipment shall usually be by remote data transfer.
ESYON reserves the right to decide on the operational surroundings in which the updates may be used, and, if necessary, to change the permitted hardware and software prerequisites or configurations for updates. Modifications of the system requirements or the operational surroundings for updates are usually necessary in order to adapt the software to the continuous technological developments, thus ensuring that the soft-ware products are kept on a state-of-the-art level. In such cases, it is your obligation to create the system conditions required in order to use the updates.
Updates are always compatible with the computer programmes pursuant to No. 1 of these terms and conditions for licenses. For updates, this compatibility does, however, not comprise potential configurations and programming adaptations implemented in order to adapt the computer programme to the Licensee’s requirements. The creation of this compatibility shall be the object of a separate agreement to be concluded if necessary.
Services regarding installation, training in the application of the updates and consultancy services are not comprised in the scope of performance, and can be ordered separately.
Updates for a perpetual license may be terminated upon 6 months’ notice with effect as per the expiry of the update period specified in the invoice for the previous year. However, the termination shall be effective earliest with expiry of the contractual agreed update period.
The right to receive updates for a subscription license shall expire with expiry of the license.
If your utilisation right expires, you shall delete all copies and versions, unless you are obligated by law to store them for a longer period of time.
No. 4 above shall remain unaffected.
Should you materially infringe upon the agreed utilisation rights or upon ESYON’s property rights, ESYON shall have the right to terminate the utilisation rights to the software for cause. This requires an unsuccessful reminder with setting an adequate period of grace.
The governing law shall be the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Leipzig, Germany, has been agreed as the place of jurisdiction.
Should one or several of the provisions above be invalid, whether entirely or in part, this shall not affect the validity of the remaining provisions.