END USER LICENSE AGREEMENT / General Terms and Conditions
SRF CONSULTORES S.A.S
SRF Colombia Localization Pack for Microsoft Dynamics for Finance & Operations®
User License Agreement Notice to User: please read this agreement carefully. By using all or any portion of the software, you accept all the terms and conditions of this agreement, including, in particular the limitations on: Use; Payment; Transferability; Warranty and Liability; Copyright, Maintenance and Termination. You agree that this agreement is enforceable like any written negotiated agreement signed by you. If you do not agree, do not use this software and contact SRF Consultores at email@example.com
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
1.1 “Licensor” means SRF Consultores S.A.S., with its main address located in Street 119 No.14A-26 Ofc. 204 in Bogotá, Colombia.
1.2 "Main Software" means Microsoft Dynamics 365 for Finance & Operations software, owned by Microsoft Corporation.
1.3 “Distributed Software” means computer programs so designated in Schedule 1 attached to this Agreement and such other computer programs so designated by us and offered to you.
1.4 “Software” means the add on Main Software, for which you place an order (at the time of execution of this Agreement or thereafter). It does include source code of such computer programs. It does include new releases, updates and revisions to such computer programs but only as part of the maintenance options set out in Sections 7 and 8.
1.5 'Licensee' means you or your Company defined in Schedule 1, unless otherwise indicated.
1.6 “User” means an individual (being your employee or under contract to your company) authorized by you to access the Software.
1.7 "Platform" Means the set of cloud services provided by Microsoft Corporation where the Microsoft Dynamics 365 for Finance & Operations Main Software is executed.
1.8 “Computer” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
2. SOFTWARE LICENSE
2.1 We grant to you a non-exclusive, non-transferable license to use the Software subject to the conditions set out in this Agreement. Your license to use the Software will be valid during the term of subscription, unless the whole of this Agreement is terminated pursuant to the provisions of Section 8.
2.2 You agree to complete a Schedule 1 where will be detailed who and how the Software will be used. If necessary, we will assist you in completing Schedules 1, but ensuring that Schedule 1 is fully and correctly completed.
2.3 You may use the Software and the Code to load and run the Software only on the Designated environment (specified in a Schedule 1). Cannot use the Software on at any site other than such Location. However, if the Designated Platform Equipment becomes temporarily inoperable, then you may use the Software on back-up platform equipment until the Designated Platform Equipment is repaired.
2.4 Only your company and Users have the right to use the Software. You may not make the Software available for use by any third party, may not use the Software to process data of or carry out functions for any third party other than (as may be applicable) your parent or any of your subsidiary companies and only the number of Users for each Location set out in the applicable Schedule 1 may have access to the Software at any one time. Additionally, you may not rent, lease or timeshare the Software.
2.5 You may make one backup copy of the Software, provided your backup copy is not installed or used on any platform different from the one allowed as established in Schedule 1. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 5.
2.6 To the Software includes SRF Consultores whit Colombia Localization Pack for Microsoft Dynamics 365 for Finance & Operations ® software, (i) You cannot customize the installer for such software for the installation of additional plug-in and help files, in accordance with the restrictions stated in the contract signed with SRF Consultores regarding the use of SRF Consultores Colombia Localization Pack for Microsoft Dynamics 365 for Finance & Operations ®; you may not otherwise alter or modify the installer program or create a new installer for any of such software, (ii) such software is licensed and distributed by SRF Consultores, and (iii) you are not authorized to use any plug-in or enhancement that permits you to save modifications to an XPO file with such software.
2.7 Any variations to the above license and/or other conditions affecting your use of the Software are set out in Section 8.
3. ORDERS AND PAYMENT
3.1 Your execution of this Agreement and completion of Schedule 1 constitute an order for the selected Software. You may place subsequent orders for the computer program listed in Schedule 1 (or other computer programs we may offer to you) by sending to us a signed order form or other signed order request acceptable to us. All such orders are subject to written acceptance by us and shall be governed by the terms and conditions of this Agreement.
3.2 You agree to pay monthly us the license fee subscription for the Software and the maintenance and support charges set out in a Schedule 1 on the terms set out therein. Should you fail to pay monthly us the license fee subscription for Software licensed for use in accordance with the terms set out in the applicable Schedule 1, we have the right to revoke your license to use the Software at all Locations and you will lose your right to use the Software.
3.3 You shall pay all amounts due to us pursuant to this Agreement within five (5) days after receipt of our digital invoice.
3.4 All fees and charges quoted in this Agreement exclude any applicable taxes which will be chargeable at the then prevailing rate. You will be responsible for the payment of any taxes imposed by any governmental taxing authority on the amounts you are liable to pay to us under this Agreement, including, but not limited to, withholding taxes of whatever nature (“Withholding Taxes”) and you may reduce the amount payable to us for license fees and charges by the amount of such Withholding Taxes. You agree to promptly pay any Withholding Taxes and obtain and deliver to us proof of your payment of such Withholding Taxes together with official evidence thereof issued by the governmental authority concerned, sufficient to enable us to support a claim for a tax credit in respect of any sum so withheld. If we are unable to obtain such tax credit due to your failure to comply with the above provision, then you agree to pay to us a sum equal to the amount of the tax credit not able to be claimed by us.
4. WARRANTIES AND LIMITATION OF LIABILITY
4.1 For a period of sixty (60) days from the date of our delivery of the Software to you (“Warranty Period”) we warrant that the Software will function substantially. The software will not produce an incorrect or unexpected result, or to behave in unintended ways when operated on the Designated Equipment running under the operating system(s) specified in Schedule 1, and according to the appropriate parameterization of the Software.
4.2 If during the Warranty Period you provide us with evidence that the Software does not function substantially we will after verification, at our option, correct the Software Error free of charge no later than thirty (30) days after the expiration of the Warranty Period.
4.3 Except as specifically provided in Sub-Sections 4.1 and 4.2 above, we give no warranties and make no representations, whether express or implied, in respect as to its use or performance or representation as to the quality, fitness for a particular purpose the Software or any service we provide under this Agreement and any such warranties and representations are excluded.
Without limiting the generality of the foregoing, we do not give or make any warranty or representation as to the quality, fitness for a particular purpose or performance of the Software, that the Software is error free or will work in combination with computer programs other than the computer programs forming the whole or part of the Software or that any services we provide under this Agreement will result in the Software functioning as if any such warranty or representation had been given or made; and no implied warranty arising by usage or trade, course of dealing or course of performance is made by us nor will any such implied warranty arise by this Agreement and/or your or our conduct under or relating to this Agreement.
4.4 Because the Software is complex you are advised to verify and save your work. In no event will we be liable for any incidental, indirect, special or consequential damages including, but not limited to, loss of profits, loss of business, loss of goodwill, loss of data or interruptions of business arising out of or related to this Agreement or the license or use of the Software or for any claim by any third party.
4.5 Our liability or that of our distributors, for any loss or damage, claims or costs whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings whatsoever arising from the supply of the Software and/or performance of services under this Agreement in contract, tort (including, but not limited to, negligence or breach of duty imposed by agreement) or any other cause of action will not exceed the purchase price for the license of the Software or part thereof causing such loss or damage.
5. INTELLECTUAL PROPERTY RIGHTS
The Software and any copies that you are authorized by SRF Consultores to make are the intellectual property of and are owned by SRF Consultores. The structure, organization and code of the Software are the valuable trade secrets and confidential information of SRF Consultores. The Software is protected by copyright, including without limitation by Colombia Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You may not copy the Software, except as set forth in Section 2 ('Software License').
Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. Any information supplied by SRF Consultores or obtained by you, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. this Agreement does not grant you any intellectual property rights in the Software.
You may not, rent, lease, sublicense or authorize all or any portion of the Software to be copied onto another uses platform except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer each this Agreement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, and all copies of font software converted into other formats, to such person or entity; (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software.
7. SOFTWARE MAINTENANCE
7.1 Under this Agreement, you are entitled to take out maintenance for the Software.
7.2 We will use our reasonable efforts to rectify any Software Error of which you give us written notice and which can be recreated using any unaltered release of the Software first released at any time during the twelve (12) month period preceding the date on which you give us such notice. We will have met our obligation under this Sub-Section if we supply you with any new release, update or revision to the applicable Software which corrects the Software Error.
7.3 When notifying us of a Software Error you must send to us full details of the problem, together with examples of input and output where appropriate and a written explanation of where you think the Software Error lies.
7.4 If we think it necessary, you must allow us or our representative’s full access to the Software and the Designated Equipment during working hours (and any extra agreed cover) so that we can carry out our obligations under this Agreement.
7.5 We will, at your request, supply to you any new release, update or revision of or to the Software. We grant you a non-exclusive, non-transferable license to use any such new release, update or revision to the Software subject to the same conditions that are set out elsewhere in this Agreement.
7.6 This maintenance is only required if you are up to date in your obligation to pay the subscription.
8. AUDIT RIGHTS
8.1 Right to verify compliance: Customer must keep records relating to all use of Products by Customer, its Affiliates and End Users. SRF Consultores has the right, both itself and through an independent auditor, to verify compliance with use of the Subscription Services (including license numbers, instances, and usage rights) as described in the Subscription Delivery Agreement. Customer must promptly provide any information reasonably requested by SRF Consultores or the independent auditors retained by SRF Consultores in furtherance of the verification, including access to systems running the Products and evidence of use for Products. Customer agrees to complete SRF Consultores’ s self-audit process, which SRF Consultores may request as an alternative to a third-party audit.
8.2 Remedies for non-compliance: If verification or self-audit reveals any unlicensed use of Products, then within 30 days (1) Customer must order sufficient licenses to cover its use, and (2) if unlicensed use is 5% or more, Customer must reimburse SRF Consultores for the costs SRF Consultores incurred in verification and acquire the necessary additional licenses at 125% of the price, based on the then-current price. The unlicensed use percentage is based on the total number of licenses purchased for current use compared to the actual installed base. If there is no unlicensed use, SRF Consultores will not subject Customer to another verification for at least one year. By exercising the rights and procedures described above, SRF Consultores does not waive its rights to enforce this Agreement or to protect its rights by any other legal means.
9.1 You may terminate the whole of this at any time on thirty (30) days’ written notice. However, unless you are exercising your rights under Sub-Sections 4.1 or 4.2, you will not be entitled to a refund of the paid license fee so far.
9.2 We may terminate the whole of this Agreement: (a) immediately by giving written notice to you in the event you breach any of the provisions of Section 3, Sub-Sections 3.2 (for failure to pay a license fee subscription only), 5 or 9.1; (b) you have failed to remedy a material breach of this Agreement within thirty (30) days after we have delivered written notice of termination to you specifying the nature of any such material breach (but such notice is not required in case of termination under Sub-Section 8.2(a) above); or (c) immediately in the event of your ceasing to conduct business in the normal course, an administrator or other similar official is appointed to take control of your company or your assets or your becoming insolvent or bankrupt. Additionally, we may terminate your right to maintenance under Section 7 forthwith on written notice to you in the event you fail to timely pay the license charge specified in a Schedule 1. You will not be entitled to a refund of the paid license fee so far.
9.3 If the whole of this Agreement is terminated by you or us pursuant to this Section 8, you lose your right to use the Software and you will not be entitled to a refund of the paid license fee so far.
10. GENERAL PROVISIONS
10.1 Assignment: You may not assign this Agreement, in whole or in part, or transfer the Software without our prior written consent.
10.2 Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the law of the Colombia and you and we submit to the exclusive jurisdiction of the Courts of the Republic of Colombia.
10.3 Totality, Binding Effect: This Agreement may only be modified by a writing signed by an authorized officer of SRF Consultores. This is the entire agreement between SRF Consultores and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
This Agreement is complemented by the licensing contract and Schedule 1 signed with SRF Consultores that provides additional terms and conditions for the use of the SRF Consultores Colombia Localization Pack for Microsoft Dynamics 365 for Finance & Operations.
If you have any questions regarding this agreement or if you wish to request any information from SRF Consultores please use the address and contact information available via firstname.lastname@example.org, to contact the SRF Consultores office Call the following number +571 3004901.
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