To-Increase, Kazemat 2, 3905 NR Veenendaal, The Netherlands, (CC 30202447) is the owner and Licensor of the To-Increase Software to be used in connection with Microsoft Dynamics software. Licensee wants to obtain a license to use the To-Increase Software. By clicking the ‘I accept button” in the registration process, Licensee accepts these AGREEMENT/SLT which are applicable to the license agreement granted to Licensee by To-Increase and declares that Licensee is duly authorized to represent the company to whom the License will be granted. Terms and conditions used by Licensee are explicitly excluded.
1.1 Agreement: the license agreement between To-Increase and Licensee contains the Software License Terms, the terms specified in the conformation e-mail To-Increase will sent to licensee and additional terms (price, subscription term etc.) which are agreed upon by Reseller and To-Increase on behalf of licensee. The Reseller will inform licensee about the term, prices and other details concerning this specific license. The Agreement could be referred to as AGREEMENT/SLT as well.
1.2 Application Code: all or part of the source code of the To-Increase Software.
1.3 Concurrent User: use or a log-on by an (unnamed) individual to the To-Increase Software at any one time.
1.4 Device: a single personal computer, workstation, terminal, handheld computer, personal digital assistant, or other electronic device.
1.5 Documentation: the end user system help files and specifications developed by To-Increase as included in the To-Increase Software and as updated from time to time, for which Licensee has acquired a license right.
1.6 Enhancement Plan: (Perpetual license only): new major versions or service packs for the Licensor Software which Licensor makes available on one or more occasions for those parts of the Licensor Software that Licensee acquired and actually paid for, including available Documentation.
1.7 Effective Date: the date on which Licensee places the online order for the To-Increase Software, which date will be mentioned in the confirmation e-mail, To-Increase will send the licensee after the online order. At the Effective Date, this Agreement shall start.
1.8 Error: in this agreement means a substantial failure or malfunction to meet the functional and/or technical specifications explicitly agreed upon in writing between the parties. An Error shall only be deemed to exist if Licensee is able to demonstrate the Error to To-Increase and if it can be reproduced. Licensee is obliged to notify To-Increase immediately of any Errors.
1.9 Excluded License: any license that requires as a condition of use 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 (open source software).
1.10 License Key: any files or codes which, like a key, give access to the To-Increase Software to be able to use the To-Increase Software.
1.11 Major Version: any updates to the To-Increase Software that includes substantially new functionality. However, a Major Version is not a new product.
1.12 Message: a single document containing a data set, consisting of one or more main records, possibly with a number of related records, which is sent from Microsoft Dynamics AX or NAV to an external application, system or party or which is received by MS Dynamics AX or NAV from an external application, system or party
1.13 Named User: employee or contractual worker working for Licensee or any of its Subsidiaries which have been authorized on an individual name basis by Licensee to use the To-Increase Software in their work for Licensee or a Subsidiary.
1.14 Reseller: the company that implements the To-Increase Software for Licensee and where Licensee can place orders for the To-Increase Software or obtain other (support) services.
1.15 Service Pack: any updates to the To-Increase Software that includes minor new functionality or bundled new solutions to errors and problems in the To-Increase Software.
1.16 Software License Terms: these Software License Terms that are applicable to any software license granted by To-Increase, the owner or licensor of the To-Increase Software.
1.17 Subsidiary: any company controlled by Licensee by ownership of more than 50% of the shares or the voting rights in such company.
1.18 Licensor Software: those parts of the latest electronic unmodified standard version of the software including Application Code, any external components and certified solutions which have been integrated into the software, any soft-ware rightfully obtained under the Enhancement Plan, and any related Documentation licenses by To-Increase to Licensee as further specified in appendix A. It explicitly excludes MS Dynamics software or any other third party software that may be delivered with the To-Increase Software.
1.19 Unit of Measure: The way by which To-Increase Software is measured, for example User, legal entity, module, invoice, message or licensed connection. The applicable Unit of Measure for the License is specified in Appendix A.
1.20 User: either a Concurrent User, Named User, Device or a Message/Published Connection.
2.1 Licensor hereby grants to Licensee a non-assignable, non-transferable and non-exclusive right to use the Licensor Software for Licensees and its Subsidiaries own internal business purposes and without the right to sublicense. The Licensor Software may only be used in combination with one MS Dynamics NAV or one MS Dynamics AX license on one environment and database (MS Dynamics NAV/MS Dynamics AX only) at any one time. The right of use is either perpetual or subscription as specified in appendix A. The Licensor Software may only be used for the purpose for which it is designed as described in the Documentation. The Documentation is licensed solely for the purposes of supporting Licensee’s use of the Licensor Software as permitted in this section.
2.2 Licensee is granted the right to use the Licensor Software for the number of Units of Measure specified in appendix A. It shall be the sole responsibility of Licensee to ensure that users do not violate the terms and conditions of this AGREEMENT/SLT, that the total amount of Units of Measure is not superseded and that the Subsidiaries accept in a legally binding way to be bound by the terms and conditions stated in this AGREEMENT/SLT before granting the Subsidiaries access to the Licensor Software. Licensee indemnifies Licensor for any breach of this AGREEMENT/SLT by its Subsidiaries or users. Where Licensee fails to fulfil this obligation, it shall be deemed a breach of this AGREEMENT/SLT, and such breach shall entitle Licensor to terminate this AGREEMENT/SLT and pursue all remedies available to it
2.3 All rights are granted under the condition that Licensee has fully paid any and all license fees and other related fees.
2.4 Licensee’s right to use the Licensor Software specifically does not include any license, right, power or authority to (a) create derivative works of the Licensor Software in any manner that would cause the Licensor 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 Licensor Software or derivative works thereof in any manner that would cause the Licensor Software (or any intellectual property of Licensor 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 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 (open source software).
2.5 If and in so far as Licensor provides Licensee with software of any third party, including any MS Dynamics products, the terms and conditions of business of such third party shall apply with respect thereto and supersede the provisions hereof, provided that Licensor has informed Licensee thereof in writing. Any license to other third party software as applicable is also included in appendix B. If and insofar as for any reason whatsoever the said terms and conditions of business of third parties shall be deemed not to apply to the relations between Licensor and Licensee, or declared inapplicable, the provisions of this AGREEMENT/SLT shall apply.
2.6 The Licensor Software is a standard product, and it shall be the responsibility of Licensee to ensure that the functions in the Licensor Software fulfil Licensee’s requirements.
2.7 Licensee shall have the right to adjust or otherwise modify the Application Code of the Licensor Software to the extent that such adjustment or modification is required for the use of the Licensor Software stipulated in this AGREEMENT/SLT, and to the extent that Licensee has acquired and actually paid for the Licensor Software to perform such adjustment or modification.
2.8 Licensee shall have the right to make copies of the Licensor Software for the following purposes only: 1) one copy for archival or backup purposes, 2) one copy for development and test purposes and 3) one of the Licensor Software where, and only to the extent that the right to make such copies is stipulated by mandatory, statutory legislation, and Licensee shall comply with such legislation in all respects. The use of the stated copies of the Licensor Software is subject to this AGREEMENT/SLT.
3.1 Licensor or its licensors hold full copyright, title and all and any other rights to the Licensor Software and any other materials provided therewith. Licensor Any disregard of Licensor or its licensor’s rights, including inappropriate access to the Licensor Software or copying of License Keys, shall be deemed to be a material breach of this AGREEMENT/SLT and shall entitle Licensor to terminate this AGREEMENT/SLT and pursue all remedies available to it.
3.2 Licensee is aware that the Licensor Software, Documentation and other materials provided contain confidential information and trade secrets of Licensor or its licensors. Licensee undertakes to keep the confidential information secret and not to make third parties acquainted with them or grant their use to the same, and to use them only for the purpose for which they were provided.
3.3 Licensee shall not break or change any Licensor Software or License Keys. Licensee may only amend the Application Code in as far as absolutely necessary to use the Licensor Software within the license rights obtained under this AGREEMENT/SLT. Licensee shall not change or remove any marks and/or notices concerning copyright, trademarks or other rights, or references hereto stated in the Licensor Software or on the medium upon which the Licensor Software may have been delivered. Licensee is not permitted to: (i) reverse engineer, disassemble or decompile the Licensor Software or any portion thereof or otherwise attempt to derive or determine the source code or the logic therein, except to the extent and for the express purposes authorized by applicable law, and only if Licensor is not willing or able to provide the relevant information to Licensee; (ii) remove or evade any technical protection (iii) use plug-ins or extensions not distributed by Licensor which enable modification of the Licensor Software; (iv) modify or change or make new installation programs for the Licensor Software beyond the license rights obtained; (v) use the Licensor Software for on behalf of third parties or sub-license, rent, sell, lease, distribute or otherwise transfer the Licensor Software beyond the license rights obtained and (vi) use the Licensor Software in or in association with safety critical applications such as, without limitation, medical systems, transport management systems, vehicle and power generation applications including but not limited to power applications.
3.4 Licensor reserves the right to use Licensee’s name or trademark, trade name or logo in external communications, presentations and marketing materials, and on its website and to describe the solution provided to Licensee in these external communications.
3.5 If Licensor at any time develops any adjustments or modifications to the Licensor Software, that includes the same or comparable code or functionality as customizations developed by Licensee (with the Application Code), these adjustments and modifications by Licensor will not constitute a breach of any intellectual property rights of Licensee. Licensee hereby surrenders the right to file any claim with Licensor based on infringement of any intellectual property right in relation to any adjustment or modification Licensor developed on the Licensor Software.
4.1 On Licensor’s request, and at Licensor’s expense, Licensor may conduct an audit of Licensee’s use of the Licensor Software. Any such audit shall be conducted during regular business hours at Licensee’s facilities or online and shall not unreasonably interfere with Licensee’s business activities. If an audit reveals that Licensee has underpaid in relation to the actual use of the Licensor Software, in addition to other remedies, Licensee shall be invoiced for such underpaid fees.
4.2 Licensor has the right to embed compliance capabilities in the Licensor Software which verifies the compliance of this AGREEMENT/SLT related to usage of the license.
5.1 The Enhancement Plan consists of the right to obtain and use any Major Versions and Service Packs for the Licensor Software license rights for as specified in appendix A. The Enhancement Plan does not include any rights to new products or to other solutions.
5.2 For perpetual licenses the first year of Enhancement Plan is mandatory. If Licensee obtains a subscription license, the Enhancement Plan is included in the subscription.
5.3 Licensor provides the Enhancement Plan on a commercially reasonable efforts basis in a way it considers appropriate. The Enhancement Plan aims to keep pace with the release and lifecycle system of MS Dynamics. However Licensor does not warrant in any way it will provide Major Versions or Service Packs with the same frequency of MS Dynamics, or with any regular frequency whatsoever. Licensor is not obliged to follow the directions of Licensee.
5.4 Licensor will provide Enhancement Plan on the current product version (i.e the latest Service Pack or Hot fix roll up) of the Licensor Software until a new version is available. Enhancement Plan on the previous version will be limited to making available existing fixes on request by Licensee(s) for at least 1 year after general availability of the latest version. Licensor cannot provide optimal Enhancement Plan to Licensee if Licensee does not use the latest version of MS Dynamics.
5.5 All materials, including, but not limited to the knowledge base, demo’s, samples or contributions provided by Licensor (the "Materials") by whatever means is either owned by or licensed to Licensor. Licensee may only use those Materials as part of the Enhancement Plan and as long as Licensee is entitled to Enhancement Plan. In no event shall Licensee publish, retransmit, redistribute or otherwise reproduce any Materials in any format to anyone or use any Materials in any connection with any business or commercial enterprise, without the express written consent of Licensor. Licensee will destroy all Materials not needed for the solution of a defect once the technical problem is solved.
5.6 In connection with the implementation of the Enhancement Plan, Licensor does not represent or warrant that Licensee will be able to make full use of any adjustments or other modifications created as components in the Application Code.
6.1 Prices and payment will usually be handled through a Reseller. All prices are exclusive of VAT and other levies imposed by any government.
6.2 Prices for licenses, Enhancement Plan or any additional services may be amended on one or more occasions. If Licensee does not accept an adjustment, Licensee shall be entitled to terminate its subscription thereto within thirty (30) days of receipt of the written notification of the price adjustment.
6.3 In addition to article 6.2, Licensor is entitled to adjust the prices of the Enhancement Plan and any additional services once every year with an amount equal to any increase in the inflation price index for consumers (Consumer Price Index, CPI) published by the Dutch Central Statistical Office (CBS). If price adjustments stay within the boundaries laid down in this article 6.3 Licensee will not have the right to terminate the Enhancement Plan or additional services on the grounds of adjustment of prices. Licensor
6.4 When Licensee decides to renew Enhancement Plan for a perpetual license again, Licensee has to pay the cumulative amount of fees not paid during the period the Enhancement Plan was allowed to lapse plus a re-enrolment fee. When Licensee decides to renew other support services again, Licensee has to pay the then current price plus a re-enrolment fee.
7.1 If a third party objects to Licensee’s use of the Licensor Software based on the claim that the use of the Licensor Software infringes such third party’s intellectual property right (hereinafter referred to as “Infringement Claim”), Licensor will indemnify and defend Licensee from and against any liabilities, damages, costs and expenses (including reasonable expert witness fees and attorney’s fees) incurred by Licensee in connection with any claim, action, proceeding or suit alleging that the Licensor Software or any intellectual property infringes any patent, copyright, trade secret, logo or other intellectual property or proprietary rights of Licensee or any third party; and Licensor shall, at its expense, defend or settle any such claim, action, proceeding or suit brought against Licensee, provided that Licensee promptly 1) notifies Licensor in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows Licensor to fully control the defence and any related settlement negotiations, and 3) cooperates with Licensor in the defence and any related settlement negotiations by providing Licensor with appropriate information, powers of attorney and assistance needed for such defence or settlement, if necessary in Licensee’s name.
Where the terms and conditions under 1) to 3) are not fulfilled, Licensor shall in any event be entitled, but not obligated, to defend the Infringement Claim at its expense, and upon notifying Licensee that it intends to do so, Licensor shall be irrevocably authorized by Licensee, to the extent legally possible, to assume the defence of the legal suit or proceedings brought forward against Licensee, and may institute proceedings or enter into settlements concerning the Infringement Claim. Licensee shall provide Licensor with appropriate information or assistance for such defence or settlement, if necessary in Licensee’s name.
7.2 In the event of an Infringement Claim, Licensor shall be entitled to either: 1) obtain the continued right for Licensee to use the Licensor Software, 2) bring the infringement to an end by modifying the Licensor Software or replacing the Licensor Software with other software which, essentially, possesses the same functions as the affected Licensor Software, or 3) terminate this AGREEMENT/SLT with written notice and pay to Licensee an amount equal to the license fee actually paid for the license to the Licensor Software by Licensee. Licensor shall only be obliged to pay the stated amount to Licensee if Licensee notifies Licensor within one year after the claim is actually raised against Licensee. If an Infringement Claim is raised against Licensee after the stated period has expired, Licensor shall be entitled to terminate this AGREEMENT/SLT without payment of any amount to Licensee.
7.3 The performance of Licensor’s obligations under article 7.2 shall be Licensor’s total aggregate liability and Licensor’s entire obligation to Licensee as a consequence of all and any Infringement Claims, and Licensee shall have no other claims against Licensor as a result of such Infringement Claim.
7.4 The limited warranty stated in article 7.1 and 7.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Licensor Software by anyone other than Licensor voids the foregoing warranty on any portion of the Licensor Software modified or affected by such modification.
8.1 Where Licensee within a period of six (6) months after the Effective Date of this AGREEMENT/SLT provides written documentation demonstrating that the Licensor Software does not perform substantially in accordance with the Documentation, and that there is an Error in the Licensor Software which can be proved and reproduced, Licensor shall either 1) deliver, free of charge, a new version of the Licensor Software without the Error, 2) correct the Error free of charge or 3) return the license fee actually paid for the license to the Licensor Software by Licensee. The performance of Licensor’s obligations under article 8.1 shall be Licensor’s total maximum liability and Licensor’s entire obligation to Licensee as a consequence of all and any Errors in the Licensor Software, and Licensee shall have no other claims against Licensor 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 Licensee's use of the Licensor Software. This limited warranty is void if failure of the Licensor Software has resulted from accident, abuse or misapplication by Licensee. Any modification, including modifications to Application Code, of the Licensor Software by anyone other than Licensor voids the foregoing warranty on any portion of the Licensor Software modified or affected by such modification.
8.2 Other than as provided in article 8.1, license is granted to the Licensor Software “AS-IS” with no other warranties, representations, obligations of remedy or rights other than those described above, whether implied or express, statutory, oral or written, including but not limited to any implied warranties of merchantability, against infringement, quiet enjoyment, accuracy of data, system integration, or fitness for a particular purpose. Accordingly, Licensee shall have no right to raise claims against Licensor if the Licensor Software contains errors and inconveniences not covered by article 8.1.
8.3 Licensee shall be responsible for the use and application of the Licensor Software and related software and equipment in his organization, as well as for sufficient back-ups, security measures and adequate system management.
9.1 In no event and no matter the circumstances shall Licensor 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 AGREEMENT/SLT 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 AGREEMENT/SLT or the use or performance of the Licensor software or services connected thereto even if Licensor was advised of the possibility of such losses and regardless of whether the cause of action is in contract or tort. Accordingly, licensee cannot claim, demand or seek recovery from Licensor for any of the foregoing losses and Licensor will not indemnify licensee for such claims.
9.2 To the maximum extent permitted by applicable law, Licensor 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.
9.3 In all and any event, no matter the circumstances, Licensor’s total aggregate liability for loss or damage arising out of or in connection with this AGREEMENT/SLT explicitly including any failure to comply with a guarantee or warranty obligation, or the use or performance of the Licensor software or services connected thereto shall not exceed the amount (excl. Vat) of the license fee actually paid by licensee for the license to the Licensor software.
9.4 Licensor shall have no responsibility or liability for any adjustments or other modifications in the Licensor software or any service and support of the Licensor software performed by licensee itself or provided by third parties or partners of Licensor. Further, Licensor 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 Licensor software and licensee’s own hardware and software environments.
10.1 This AGREEMENT/SLT becomes effective (the Effective Date) on the date on which Licensee places the order for the Licensor Software or on the date this AGREEMENT/SLT is signed by Licensee, whichever is sooner. The Licensor Software will be deemed to have been delivered to Licensee on the date on which Licensor sends a License Key to Licensee (or it’s Reseller).
10.2 If Licensee obtained a perpetual license, then the license cannot be terminated by Licensor, unless the circumstances in article 10.7 and 10.8 arise.
10.3 The initial term for Enhancement Plan shall commence on the Effective Date and shall continue for at least 1 year. Thereafter, the Enhancement Plan shall automatically renew for successive 1 year terms unless terminated by either party giving at least 90 days written notice.
10.4 Licensee can only terminate the Enhancement Plan by means of the Termination of Enhancement Plan Form, which can be obtained from the partner or directly at Licensor.
10.5 If a term license (subscription) is obtained, the initial term will start at the Effective Date. The license term will be the term as determined between the parties. Thereafter, the subscription to the Software or Enhancement Plan shall automatically renew for the same term as the original term, unless terminated by either party giving written notice. The notice period is at least 90 days or the same as the license term. The shortest of these two will prevail
10.6 If the license rights to the Licensor Software terminate, the subscription to Enhancement Plan will terminate at the same time.
10.7 In the event of Licensee’s material breach of this AGREEMENT/SLT Licensor shall have the right to terminate this AGREEMENT/SLT immediately after a written notice of default and not remedied within the period given in this notice and shall have all remedies available at law or in equity available to it. In the event of termination under this article, Licensor shall have no obligation to refund any paid license fees whatsoever. Licensor shall not be liable in case of terminations, nor shall Licensor be obliged to refund any paid license or Enhancement Plan fees.
10.8 Either party may terminate this Agreement if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business voluntarily or otherwise, and the same has not been discharged or terminated within forty-five (45) days.
10.9 In case of termination of the license, Licensee shall immediately cease using the Licensor Software and promptly delete, erase and destroy the Licensor Software, including all and any copies hereof. Licensor may conduct an audit to check Licensees abidance of this article.
11.1 During the ordering process Licensor will collect personal information from Licensee, which information will be included in Licensor’s database. This information will be used by Licensor in the performance of the agreement between Licensor and Licensee and the privacy and cookie statement of Licensor as published on the website www. Licensor.com.
11.2 The personal data of Licensee will not be provided to third parties other than where necessary to implement the agreement.
12.1 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 AGREEMENT/SLT as a result of a force majeure situation. Force majeure situations include war and mobilization, catastrophes of nature, strikes, lock-out, fire, force majeure encountered by suppliers of Licensor, government measures, electricity failure, faults affecting the internet, computer networks or telecommunications facilities, import and export regulations and other unforeseeable circumstances beyond the control of the party concerned.
12.2 Licensee may not assign or transfer its rights or obligations arising under this AGREEMENT/SLT to any third party, including any group of companies, parent companies, subsidiaries and affiliated companies of Licensee without the written consent by Licensor, which consent will not be unreasonably be withheld. However, Licensor may impose financial consequences to such transfer. Any attempt to assign or transfer this Licensor AGREEMENT/SLT shall be void and without effect.
12.3 Licensee must comply with all domestic and international (export) laws and regulations to the Licensor Software and with any Licensee, end-use and destination restrictions issued by governments. Licensee must at its own expense obtain and arrange for the maintenance of any government approval and comply with all applicable laws and regulations necessary for Licensee’s performance of the AGREEMENT/SLT. Licensee is responsible for obtaining any licenses to export, re-export or import the Licensor Software as may be required. Licensee will defend and indemnify Licensor from and against all fines, penalties, liabilities, damages, costs and expenses incurred by Licensor as a result of any violation of export (control) laws or regulations by Licensee or any of its agents or employees.
12.4 If any provision of this AGREEMENT/SLT 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.
12.5 Any terms of this AGREEMENT/SLT which, by their nature, extend beyond the day this AGREEMENT/SLT comes to an end shall remain in effect and thus bind the parties.
12.6 Licensor reserves the right to modify this AGREEMENT/SLT for any new product or Update. By installing the new product or Update of the Licensor Software the Licensee accepts the new or revised version of this AGREEMENT/SLT.
12.7 If either party does not exercise, or delays exercising, a right or remedy provided by this AGREEMENT/SLT 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 AGREEMENT/SLT or by law does not prevent that party from exercising that right or remedy again, or exercising another right or remedy.
12.8 This AGREEMENT/SLT (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 AGREEMENT/SLT.
12.9 This AGREEMENT/SLT may not be amended, modified or superseded, unless expressly agreed to in writing by both parties.
12.10 This AGREEMENT/SLT may be signed in counterparts, each of which will be deemed an original, but all of which taken together will constitute but one and the same instrument.
12.11 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 on page 1 or to such other address as may on one or more occasions be notified by either party to the other. Notices shall be deemed received upon actual receipt.
13.1 This Agreement/AGREEMENT/SLT will be interpreted and construed in accordance with the laws of The Netherlands and except as stated in this clause 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 applicable courts of Amsterdam, The Netherlands.
13.2 This Agreement/AGREEMENT/SLT is not governed by the 1980 UN Convention on Contracts for the International Sales of Goods.
13.3 Each party waives all defences of lack of personal jurisdiction and forum non-convenience. Process may be served on either party in the manner authorized by applicable law or court rule. In any action to enforce any right or remedy un-der this AGREEMENT/SLT or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reason-able attorneys’ fees, costs and other expenses.
13.4 This clause does not prevent To-Increase from seeking or obtaining injunctive relief or other extraordinary relief in any courts with jurisdiction. To the extent permitted by applicable law, To-Increase may take concurrent proceedings for in-junctive relief in any number of jurisdictions.