Customer License Agreement
Contract/Serial number : [SerialNum]
Product : [Name Products]
(Hereinafter referred to as "Software")
Name of Customer (Full Company Name) :
Printed name of signatory for the Customer : ___________________________________
(Hereinafter referred to as "Customer")
KPMG Crimsonwing B.V.
(Hereinafter referred to as "KCW")
List of Subsidiaries:
If applicable, insert the company names, company reg. nos. and addresses in Appendix A.
This Customer License Agreement shall come into force and the Customer is entitled to install and use the Software:
KCW is the owner of various software products used in connection with Microsoft’s Dynamics software. Now therefore, in consideration of the foregoing premises and of the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties herby agree as follows:
- As of [DATE] (the "Effective Date")
- When this Customer License Agreement has been signed and returned to KCW.
1. SCOPE OF THE LICENSE
1.1 License Grant
1.1.1 KCW hereby grants to the Customer, a perpetual, non-assignable, non-transferable and non-exclusive right to use the KCW Software on only one Production Database (Microsoft Dynamics AX only) at any one time. For the license granted hereunder, Customer will pay Reseller a one-time fee or periodical subscription as specified in Appendix A. Non-production environments and/or high-availability Production database active/passive or always on don’t require additional licensing.
1.1.2 The Customer is granted the right to use the KCW Software for the following users (to the maximum as specified in Appendix A): 1) All Internal Users, including Internal Users of the Subsidiaries, and 2) External Users, but only for the purpose of accessing and modifying the Customer’s data. Thus, the Customer shall have no right whatsoever to allow such External Users to use the KCW Software for bookkeeping of their own or other parties’ data. Apart from the situations stated in this Clause 1.1.2, the Customer shall have no right to grant access to the Customer’s or any third party's data by means of the KCW Software.
1.1.3 To the extent that the Customer permits the Internal Users, including users in Subsidiaries, as stated in Clause 1.1.2, to access and use the KCW Software as stated in Clause 1.1.2, it shall be the sole responsibility of the Customer to ensure that the stated users do not violate the terms and conditions of this License Agreement, and that the Subsidiaries accept in a legally binding way to be bound by the terms and conditions stated in this License Agreement prior to granting the Subsidiaries access to the KCW Software. Where the Customer fails to fulfil this obligation, it shall be deemed breach of this License Agreement, and such breach shall entitle KCW to terminate this License Agreement for cause, cf. Clause 9.2.1, and pursue all remedies available to it.
1.1.4 The Customer’s right to use the KCW Software (or any intellectual property of KCW or any of its affiliates associated therewith) does not include any license, right, power or authority to (a) create derivative works of the KCW Software in any manner that would cause the KCW Software or derivative work thereof, in whole or in part, to become subject to any of the terms of the Excluded License, or (b) distribute the KCW Software (or any intellectual property of KCW or any of its affiliates associated therewith) or derivative works thereof in any manner that would cause the KCW Software (or any intellectual property of KCW or any of its affiliates associated therewith) or derivative work thereof to become subject to any of the terms of the Excluded License. "Excluded License" shall mean any license that requires as a condition of use, modification and/or distribution of software, subject to the Excluded License, that such software or other software combined and/or distributed with such software be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge.
1.2.1 The KCW Software is a standard product, and it shall be the responsibility of the Customer alone to ensure that the functions in the KCW Software fulfil the Customer’s requirements.
1.2.2 The Customer shall have the right to adjust or otherwise modify the Application Code of the KCW Software to the extent that such adjustment or modification is required for the use of the KCW Software stipulated in this License Agreement, and to the extent that the Customer has acquired and actually paid for the tools to perform such adjustment or modification where this is required by KCW.
1.3 Maintenance, Major Releases and Builds
1.3.1 IN CONSIDERATION OF THE ANNUAL MAINTENANCE FEE AS DETERMINED BY THE RESELLER AND UNTIL CUSTOMER SELECTS NOT TO RENEW MAINTENANCE SERVICES FROM RESELLER AS PROVIDED BELOW, CUSTOMER MAY RECEIVE THE FOLLOWING MAINTENANCE SERVICES FROM RESELLER: FIRST LINE SUPPORT FROM RESELLER WHICH WILL CONSIST OF ANSWERING QUESTIONS, EVALUATING SOFTWARE ISSUES AND SUBMITTING SOFTWARE PROBLEMS BY RESELLER TO KCW AND SECOND LINE SUPPORT FROM KCW THROUGH RESELLER WHICH WILL SOLELY CONSIST OF PROVIDING BUG FIXES AND MAJOR RELEASES AND BUILDS (COLLECTIVELY, "MAINTENANCE").
1.3.2 MAINTENANCE MUST BE PURCHASED FROM RESELLER ON AN ANNUAL BASIS. THE FIRST YEAR IS MANDATORY. MAINTENANCE WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL ONE-YEAR TERMS AT THE THEN CURRENT PRICE SET BY RESELLER UNLESS CUSTOMER HAS PROVIDED RESELLER WITH A WRITTEN NOTIFICATION OF ITS ELECTION NOT TO PURCHASE MAINTENANCE FOR THE UPCOMING ANNUAL PERIOD NOT LESS THAN THREE MONTH IN ADVANCE OF THE COMMENCEMENT OF THE NEW ANNUAL MAINTENANCE PERIOD. IF CUSTOMER ELECTS NOT TO RENEW MAINTENANCE, CUSTOMER SHALL NOT RECEIVE FREE OF ADDITIONAL CHARGE ANY MAJOR RELEASES, BUILDS AND BUG FIXES THEREAFTER DEVELOPED BY KCW, BUT CUSTOMER MAY PURCHASE THEM AT THE THEN CURRENT ANNUAL MAINTENANCE FEE EXCLUDING ANY ADDITIONAL PENALTIES THROUGH AN APPENDIX TO THIS AGREEMENT.
1.3.3 In connection with the implementation of Major Releases and Builds, KCW shall not represent or warrant that the Customer will be able to make full use of any adjustments or other modifications created as components in the Application Code of the KCW Software.
1.4 Permitted Copying
1.4.1 The Customer shall have the right to make copies of the KCW Software for the following purposes only: 1) copies for archival or backup purposes, 2) one (1) copy for development and test purposes and 3) copies of the KCW Software where, and only to the extent that the right to make such copies is stipulated by mandatory, statutory legislation, and the Customer shall comply with such legislation in all respects.
1.4.2 The use of the stated copies of the KCW Software is subject to the terms and conditions stated in this License Agreement.
2. INTELLECTUAL PROPERTY RIGHTS/COPYRIGHTS
2.1 KCW or its licensors hold full copyright, title and all and any other rights to the KCW Software. The KCW Software is protected by copyright laws and international treaty provisions. Any disregard of KCW or its licensor’s rights, including inappropriate access to the KCW Software which might render copying of License Files/Codes to the KCW Software possible for third parties, shall be deemed to be a material breach of this License Agreement and shall entitle KCW to terminate this License Agreement for cause, cf. Clause 9.2.1, and pursue all remedies available to it.
2.2 The Customer shall not break or change any License Files/Codes. Nor shall the Customer change or remove any marks and/or notices concerning copyright, trademarks or other rights, or references hereto stated in the KCW Software or on the medium upon which the KCW Software may have been delivered.
2.3 The Customer shall not reverse engineer, disassemble or decompile the KCW Software, except where and only to the extent that such operations are permitted according to mandatory, statutory legislation and the Customer shall comply with that legislation in all respects.
3. INFRINGEMENT OF THIRD PARTY RIGHTS
3.1 If a third party objects to the Customer’s use of the KCW Software based on the claim that the use of the KCW Software infringes such third party’s intellectual property right (hereinafter referred to as "Infringement Claim"), KCW will indemnify, defend and hold Customer harmless from and against any liabilities, damages, costs and expenses (including reasonable expert witness fees and attorney’s fees) incurred by Customer in connection with any claim, action, proceeding or suit alleging that the KCW Software or any intellectual property infringes any patent, copyright, trade secret, logo or other intellectual property or proprietary rights of any third party; and KCW shall, at its expense, defend or settle any such claim, action, proceeding or suit brought against Customer, provided that Customer promptly 1) notifies KCW in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows KCW to fully control the defence and any related settlement negotiations, and 3) cooperates with KCW in the defence and any related settlement negotiations by providing KCW with appropriate information and assistance needed for such defence or settlement.
Where the terms and conditions in the preceding Clause under 1) to 3) are not fulfilled, KCW shall in any event be entitled, but not obligated, to defend the Infringement Claim at its expense, and upon notifying the Customer that it intends to do so, KCW shall be irrevocably authorized by the Customer, to the extent legally possible, to assume the defence of the legal suit or proceedings brought forward against the Customer, and may institute proceedings or enter into settlements concerning the Infringement Claim. The Customer shall provide KCW with appropriate information or assistance for such defence or settlement.
3.2 In the event of an Infringement Claim, KCW shall be entitled to either: 1) obtain the continued right for the Customer to use the KCW Software, 2) bring the infringement to an end by modifying the KCW Software or replacing the KCW Software with other software which, essentially, possesses the same functions as the affected KCW Software, or 3) terminate this License Agreement with written notice and pay to the Customer an amount equal to the license fee actually paid for the license to the KCW Software by the Customer. KCW shall only be obliged to pay the stated amount to the Customer if the Infringement Claim is actually raised against the Customer within a period of five (5) years following the date of the Customer’s signature of this License Agreement. If an Infringement Claim is raised against the Customer after the stated period has expired, KCW shall be entitled to terminate this License Agreement without payment of any amount to the Customer. The performance of KCW’s obligations under this Clause 3.2 shall be KCW’s total aggregate liability and KCW’s entire obligation to the Customer as a consequence of all and any Infringement Claims, and the Customer shall have no other claims against KCW as a result of such Infringement Claim. Upon termination of this License Agreement, the Customer shall promptly cease using the KCW Software and fulfil the terms and conditions connected to termination as stated in Clause 9.1.1.
3.3 The limited warranty stated in Clause 3.1 and 3.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the KCW Software by anyone other than KCW voids the foregoing warranty on any portion of the KCW Software modified or affected by such modification.
4. LIMITED WARRANTY
4.1 Where the Customer within a period of six (6) months following the Customer’s signature of this License Agreement provides written documentation demonstrating that the KCW Software does not perform substantially in accordance with its electronic user documentation, and that there is a significant error in the KCW Software, (i.e. an error characterized by the fact that one or more of the Customer's vital business functions cannot be carried into effect owing to the fact that the error renders the KCW Software inoperable), KCW shall either 1) deliver, free of charge, a new version of the KCW Software without the error, 2) correct the error free of charge or 3) return the license fee actually paid for the license to the KCW Software by the Customer. The performance of KCW’s obligations under this Clause 4.1 shall be KCW’s total maximum liability and KCW’s entire obligation to the Customer as a consequence of all and any errors in the KCW Software, and the Customer shall have no other claims against KCW as a result of such errors. Error correction may also take the form of a statement of procedures or manners of application ("work arounds") whereby the error will have no significant effect on the Customer's use of the KCW Software. This limited warranty is void if failure of the KCW Software has resulted from accident, abuse or misapplication. Any modification of the KCW Software by anyone other than KCW voids the foregoing warranty on any portion of the KCW Software modified or affected by such modification.
4.2 Other than as provided in Clause 4.1, license is granted to the KCW Software "AS-IS" with no other warranties, representations, obligations of remedy or rights other than those described above. Accordingly, the Customer shall have no right to raise claims against KCW if the KCW Software contains errors and inconveniences not covered by Clause 4.1.
5. LIMITATION OF LIABILITY
5.1 IN NO EVENT AND NO MATTER THE CIRCUMSTANCES SHALL KCW BE LIABLE FOR ANY LOSS OF ANTICIPATED PROFIT, LOSS OF DATA, DAMAGE TO RECORDS OR DATA OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (COLLECTIVELY "LOSSES") (WHICH FOR PURPOSES OF THIS LICENSE AGREEMENT SHALL BE DEEMED TO INCLUDE, BUT NOT BE LIMITED TO THE LOSS OF GOODWILL, OR LOSS AS A CONSEQUENCE OF ANY KIND OF BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR THE USE OR PERFORMANCE OF THE KCW SOFTWARE OR SERVICES CONNECTED THERETO EVEN IF KCW WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS IN CONTRACT OR TORT. ACCORDINGLY, THE CUSTOMER CANNOT CLAIM, DEMAND OR SEEK RECOVERY FROM KCW FOR ANY OF THE FOREGOING LOSSES AND KCW WILL NOT INDEMNIFY THE CUSTOMER FOR SUCH CLAIMS.
5.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KCW DISCLAIMS ANY PRODUCT LIABILITY AS A CONSEQUENCE OF LOSS OR DAMAGE TO PROPERTY WHICH, IN VIEW OF ITS NATURE, IS NORMALLY INTENDED FOR COMMERCIAL USE.
5.3 IN ALL AND ANY EVENT, NO MATTER THE CIRCUMSTANCES, KCW’S TOTAL AGGREGATE LIABILITY FOR LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR THE USE OR PERFORMANCE OF THE KCW SOFTWARE OR SERVICES CONNECTED THERETO SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE ACTUALLY PAID BY THE CUSTOMER FOR THE LICENSE TO THE KCW SOFTWARE.
5.4 KCW SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ADJUSTMENTS OR OTHER MODIFICATIONS IN THE KCW SOFTWARE OR ANY SERVICE AND SUPPORT OF THE KCW SOFTWARE PERFORMED BY THE CUSTOMER ITSELF OR PROVIDED BY THIRD PARTIES OR PARTNERS OF KCW. FURTHER, KCW SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY DEFECTS WHICH ARE A CONSEQUENCE OF EXTERNAL FACTORS, INCLUDING OTHER PROGRAMS, OR A CONSEQUENCE OF THE INTEGRATION OF OR INTERACTION BETWEEN THE KCW SOFTWARE AND THE CUSTOMER’S OWN HARDWARE AND SOFTWARE ENVIRONMENTS.
6. EXCLUSION OF LIABILITY
6.1 WHERE ANY LIABILITY HAS BEEN LIMITED IN THIS LICENSE AGREEMENT, SUCH LIMITATION SHALL HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN SOME JURISDICTIONS, MANDATORY, STATUTORY LEGISLATION DOES NOT ALLOW SUCH EXCLUSION OR LIMITATION OF LIABILITY WHICH MAY ENTAIL THAT THE LIMITATIONS STATED HEREIN DO NOT APPLY TO THE CUSTOMER, EITHER IN WHOLE OR IN PART.
6.2 EXCEPT AS PROVIDED IN CLAUSE 4, KCW MAKES NO WARRANTIES WITH RESPECT TO THE KCW SOFTWARE, ANY COMPONENTS THEREOF, OR OTHER GOODS OR SERVICES PROVIDED BY KCW, EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AGAINST INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, SYSTEM INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE.
7. FORCE MAJEURE
7.1 Neither party shall be held liable for any damage sustained by the other party as a direct or indirect consequence of the non-performing party being delayed, prevented or hindered in the performance of its obligations under this License Agreement as a result of a force majeure situation. Force majeure situations include war and mobilization, catastrophes of nature, strikes, lock-out, fire, and damage to production plant, import and export regulations and other unforeseeable circumstances beyond the control of the party concerned.
8.1 By the Customer
8.1.1 The Customer shall have no right to sell/rent out/lend or in any other way transfer or assign the right to use the KCW Software or any right or obligation under this License Agreement to any third party.
8.2 By KCW
8.2.1 KCW reserves the right to transfer its rights and obligations under this License Agreement in whole or in part to another company within the KCW Holding or a third party.
9.1 By the Customer
9.1.1 The Customer shall have the right to terminate this License Agreement with prior written notice of one (1) month to KCW. The Customer shall not be entitled to a refund of the paid license fee upon such termination. Upon such termination, the Customer shall promptly cease using the KCW Software and promptly delete and erase and destroy the KCW Software, including all and any copies thereof, unless otherwise stipulated by mandatory, statutory legislation, and the Customer shall comply with such legislation in all respects.
9.2 By KCW
9.2.1 In the event of the Customer’s material breach of this License Agreement or the Customer’s breach of Clause 1.1.4, KCW shall have the right to terminate this License Agreement immediately with written notice and shall have all remedies available at law or in equity available to it. In such case, the Customer shall immediately cease using the KCW Software and promptly delete, erase and destroy the KCW Software, including all and any copies hereof as stated in Clause 9.1.1. In the event of termination under this Clause, KCW shall have no obligation to refund any paid license fees whatsoever.
10. VALIDITY AND SEVERABILITY
10.1 If any provision of this License Agreement is held to be illegal, invalid or unenforceable, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, so as to reflect the original intent of the parties, and such provision shall not affect the legality and validity of the other provisions.
11. SURVIVAL CLAUSE
11.1 Any terms of this License Agreement which, by their nature, extend beyond the day this License Agreement comes to an end shall remain in effect and thus bind the parties.
12.1 If either party does not exercise, or delays exercising, a right or remedy provided by this License Agreement or by law, that failure or delay will not amount to a waiver of that right or remedy by that party. The fact that a party does exercise a right or remedy provided by this License Agreement or by law does not prevent that party from exercising that right or remedy again, or exercising another right or remedy.
13. APPLICABLE LAW AND JURISDICTION
13.1 This Agreement will be interpreted and construed in accordance with the laws of the Netherlands and except as stated in Clause 13.2 any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, shall be submitted to the exclusive jurisdiction of the competent court of Amsterdam. Clause 13.1 does not prevent KCW from seeking or obtaining injunctive relief or other extraordinary relief in any courts with jurisdiction. To the extent permitted by applicable law, KCW may take concurrent proceedings for injunctive relief in any number of jurisdictions.
14.1 By signing this License Agreement, the Customer hereby expressly accepts that any customer-specific information received by KCW on the basis of the contractual relationship regulated by this License Agreement, i.e. concerning the KCW Software, including Serial No., Nace Code, Name of Customer, Address, Tel. No., Fax No., E-mail Address, URL, Contact Name and the name of the Customer’s supplier, may be used internally within the KCW only for the purpose of internal administration of the license to the KCW Software.
15. OTHER GENERAL TERMS
This License Agreement, which the Customer has received in hardcopy and signed in connection with the Customer’s purchase of the KCW Software, shall be the legally binding version. In the event of any conflict between the contents of this License Agreement and the contents of the said License Agreement implemented electronically in the KCW Software, the License Agreement signed in hardcopy shall prevail.
15.2 Entire Agreement
This License Agreement (together with all Appendices) set forth the entire understanding between the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this License Agreement.
This License Agreement may not be amended, modified or superseded, unless expressly agreed to in writing by both parties.
15.4 Independent Contractors
The parties are independent contractors, and this License Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties. No party has the power to bind the other or incur obligations on the other’s behalf.
15.5 Execution in Counterparts
This License Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute but one and the same instrument.
All notices, requests or other communications required or permitted to be given hereunder shall be sent by registered mail, postage prepaid, facsimile, or electronic mail to the other party at its address set forth below or to such other address as may from time to time be notified by either party to the other. Notices shall be deemed received upon actual receipt.
15.7 Conflicts of interest and Compliance
KCW will only be able to enter into this License Agreement upon prior screening of Customer and KCW has no objections to enter into the License Agreement with Customer pursuant to the applicable compliance policies of KCW or any KPMG Affiliate. Furthermore, KCW is entitled to terminate this License Agreement with immediate effect if KCW is not allowed to license the KCW Software to Customer due to the applicable compliance policies of KCW or any KPMG Affiliate. In the event of termination of the License Agreement under this Clause, KCW shall have no obligation to refund any paid license fees whatsoever and it shall not be liable for any costs or damages in connection with this termination.
16.1 Application Code
Shall mean the code to the application, i.e. the specific functions, forms, tables and reports which form a part of the KCW Software.
Shall mean an electronic entity upon which the data of the KCW Software are stored.
Shall mean all and any electronic and written aids and specifications developed by KCW in relation to the KCW Software, for which the Customer has acquired the right of use from time to time, and any descriptions developed by KCW in relation to the KCW Software.
16.4 External Users
Shall mean all third parties for which the Customer has acquired and paid for the right of use to limited functionality in the KCW Software. Such third parties are persons who or entities which are not Internal Users (such as, but not limited to, the Customer’s customers, suppliers and partners).
16.5 Internal Users
Shall mean employees or contractual workers working for the Customer or the Customer’s Subsidiaries which have been authorized by the Customer to use the KCW Software in their work for the Customer or the Subsidiary, and for which the Customer has acquired and paid for the right of use to the KCW Software.
16.6 KPMG Affiliate
Shall mean any undertaking which is a member of the (inter)national KPMG-network and which is affiliated with KPMG International Cooperative.
16.7 License Agreement
Shall mean this Customer License Agreement issued by KCW.
16.8 License Files/Codes
Shall mean the files/codes which, like a key, open the KCW Software giving the Customer access to use the KCW Software.
1.1 SHALL MEAN AN APPENDIX TO THIS AGREEMENT THAT SUPPLEMENTS OR MODIFIES THIS AGREEMENT WITH RESPECT TO SPECIFIC KCW SOFTWARE, AS MORE FULLY DESCRIBED IN THE RESPECTIVE APPENDIX.
16.10 KCW Group
Shall mean KCW Holding and said company’s Affiliates. Affiliates are defined as companies or legal entities which own KCW or which KCW owns or is under common ownership with. Ownership means control of more than a 50% interest.
1.2 SHALL MEAN A BUSINESS WHICH IS SPECIFIED IN AN APPENDIX AND WHICH IS AUTHORIZED TO MARKET, SELL LICENSES AND SUPPORT KCW SOFTWARE IN CUSTOMER’S GEOGRAPHICAL TERRITORIES.
16.12 KCW Software
Means the standard components and add-on software developed by KCW, prior to the addition of software from other suppliers or any custom content, as specified in Appendix A, including any Upgrades insofar Customer receives Maintenance services from Reseller as specified in Article 1.3 of this Customer License Agreement.
Shall mean the companies controlled by the Customer by ownership of more than 50% of the shares or the voting rights in such companies for which the Customer has acquired and paid for the right of use to the KCW Software , and which have been listed in Appendix A to this License Agreement.
Shall mean Major Releases and Builds of the KCW Software which KCW may release.
16.15 MAJOR RELEASE
SHALL MEAN A NEW VERSION OF THE KCW SOFTWARE USING NEW TECHNOLOGIES THROUGH WHICH THE FUNCTIONALITY WILL BE EXTENDED AND ADAPTED ON THE BASIS OF NEW DEVELOPMENTS AND STANDARDS. MAJOR RELEASES ARE IDENTIFIED BY A CHANGE IN THE NUMBER LEFT OF THE DECIMAL POINT, I.E. KCW SOFTWARE 1.1 2.1.
SHALL MEAN THE ADAPTATION OF THE KCW SOFTWARE IN RESPONSE TO NEW DEVELOPMENTS IN LEGISLATION OR OTHER MANDATORY ADMINISTRATIVE REGULATIONS AND THE ADAPTATION, IMPROVEMENT AND/OR EXTENSION OF THE FUNCTIONALITY OF THE KCW SOFTWARE WITHIN THE EXISTING TECHNOLOGY AND CONCEPTS. BUILDS ARE IDENTIFIED BY A CHANGE IN THE NUMBER RIGHT OF THE DECIMAL POINT, I.E. KCW SOFTWARE 1.1 1.2.
16.17 Applicability of Defined Terms
16.17.1 Where the context so admits, any reference to the singular includes the plural, any reference to the plural includes the singular, and any reference to one gender includes all genders.
16.17.2 In this License Agreement, a reference to a Clause is a reference to a Clause in this License Agreement.
16.17.3 The Headings of this License Agreement are for convenience only and shall not constrain or affect its construction or interpretation in any way whatsoever.
IN WITNESS WHEREOF, Customer and KCW have executed this Agreement:
Date of this Agreement (The "Effective Date") : _______________________________
Customer Name : _______________________________
Name of the Signatory : _______________________________
Signature : _______________________________
Company Stamp :
KPMG Crimsonwing B.V.
Name of the Signatory : Kees Brussen
Signature : _______________________________
Customer Conditions : See Appendix A