Terms, Conditions & Privacy Policy
Definitions
Szienz: Software for Life Sciences B.V.
Licensee: Legal entity with a license agreement for the use of Licensed Products of Szienz.
Version: A version is identified by a version number which is a whole number (6, 7, 8 for example). A version contains new modules and substantially different new functionality.
Upgrade: An upgrade is identified by an upgrade number. The format of the upgrade number is the version number with three decimals (6.100, 6.200, 6.300 for example), where the first decimal represents the upgrade sequence. An upgrade contains enhanced functionalities and a couple of minor new features.
Update: An update is identified by the version number with three decimals (6.111, 6.112, 6.113 for example) where the second and third decimal represent the update sequence. A update contains preventive and corrective adjustments.
Seat: A seat is the total number of LabScores users (LabScores accounts) logged on at the same time (concurrent usage) in LabScores. This number is being managed and controlled by FileMaker Server. For example: In case of a 3 seats license, a maximum of 3 LabScores users can work simultaneously within LabScores. If a fourth LabScores user will log on, it will be prohibited. It is however possible to define any number of LabScores users in LabScores and/or install FileMaker Pro on as many client workstations as needed, but you can only work with 3 LabScores users simultaneously.
Bundled FileMaker software: FileMaker software bundled with software solution offerings of Szienz.
Information means any and all information and data of Parties concerning company confidential information.
Licensed Products
Licensee orders software products (in each case, a "Licensed Product") from Szienz' (or its designated third party supplier’s) then current list of available Licensed Products to be used according to the terms and subject to the conditions set forth herein.
Schedule A is the Licensees purchase order and contains all Licensed Products purchased by Licensee at a certain moment. In case of additional orders of Licensed Products, a new Schedule A will be created with a new purchase ordernumber. Every signed Schedule A will be part of this Agreement.
Szienz grants Licensee a non-exclusive license to use the bundled FileMaker software under the terms stated in this Agreement.
Scope of Use
Subject to the terms and conditions of this Agreement, Licensee is granted the following limited rights:
Delivery & Installation
Szienz shall deliver Licensed Product(s) ordered under this Agreement to Licensee by electronic download. Szienz shall load, conduct installation diagnostic tests and install the Licensed Product(s) on computer systems provided by Licensee. First time installation time is limited to a maximum of 4 hours for new Licensees. New licensees will also receive a 4-hour LabScores kick-off training. Installation time and training in case of existing Licensees are mentioned in the quotation, if relevant and/or requested, and are not included in the price of Licensed Products.
Licensee shall ensure that:
• the computer system and associated software are properly installed and operated by qualified personnel according to recommended system requirements, and
• no other software or equipment having an adverse impact on the Licensed Product have been introduced.
Operating Licenses
With respect to each Licensed Product ordered by Licensee and accepted by Szienz, and for which the applicable License Fee is paid, the Licensee is granted a nonexclusive license to install, store, load, execute and display (collectively, "Use") the Licensed Product as defined in Schedule A. Szienz' acceptance of an order shall be by signing this Agreement and Schedule A.
Transfer of License
Except as specifically authorized in an other agreement, neither this Agreement, nor any right, license or obligation hereunder, may be transferred, assigned, delegated, sub-licensed, relocated or moved to another person, place or machine, in whole or in part, by Licensee without Szienz' prior written consent and any attempt to the contrary shall be void and of no legal effect.
Reservation of Rights
Szienz expressly reserves all rights in the Licensed Product not specifically granted to Licensee. It is acknowledged that all rights, title and interest in the Licensed Products will remain with Szienz (or third party suppliers, if applicable) and that Licensed Products are licensed and not "sold" to Licensee. Unless specifically agreed in writing, these exclusive ownership rights extend to any update, adaptation, translation, customization or derivative work of the Licensed Product.
Program Code
The Licensed Product(s) shall be provided to Licensee and used strictly in machine-readable object code format. No source code or technical-level documentation are licensed under this Agreement.
Program Documentation
The Licensee shall be provided video instructions describing in reasonable detail understandable by a user of general proficiency the use and operation of the Licensed Product. The video instructions will be available on Szienz' website www.szienz.com and may not be reproduced by Licensee without Szienz' consent.
Acceptance
A Licensed Product shall be deemed accepted by Licensee upon installation of the Licensed Product. Acceptance of the Licensed Product does not preclude Licensee from obtaining any warranty service as specified under Clause "Warranties & Liabilities".
Support Services
Commencing with the effective date of this signed Agreement and continuing on a year-to-year basis for so long as Szienz offers support for the Licensed Products, Licensee shall receive free of charge Support Services. Remote access is required, otherwise additional travel costs will apply for update installations and maintenance visits. Support Services includes:
Professional Services
Commencing with the effective date of the signed Agreement, Licensee shall have the option to receive Professional Services. Szienz offers Professional Services varying from LabScores customizations, system and application support, project coordination, consultancy, installation and training. When applicable, the price per hour for Professional Services is mentioned in Schedule A and is exclusive travel and living costs.
Hardware Support Services
Commencing with the effective date of the signed Agreement, Licensee shall have the option to purchase an Apple Mac Mini server to use as a dedicated server for Licensed Product(s). Szienz shall install the Apple Mac Mini Server and will provide maintenance for a maximum of 4 hours per year. Support and service on hardware is excluded, but Licensee shall have option to purchase this additionally via the AppleCare Protection Plan of Apple inc.. Remote access is required, otherwise additional travel costs will apply for maintenance visits.
Prices
The prices for Licensed Products are set forth in Schedule A;
• All prices are exclusive VAT;
• The prices are based on the configuration as stated in this Agreement. Additional seats, modules and services will change the price accordingly;
• Additional third party software (beyond the current licenses for FileMaker and SuperContainer) will be charged according to the prices of their suppliers when they become integrated in LabScores.
• Price increases of third party software (FileMaker, SuperContainer, etc..) will change the price(s) in Schedule A accordingly when the prices of the third party software are changed by their suppliers before the Agreement is signed.
Payment
License Fees, Professional Services Fees and Hardware Services Fees shall be invoiced according following schedule.
Invoiced amounts shall be paid within fourteen (14) days from date of invoice. Licensee may not withhold or "setoff" any amounts due hereunder. Fees are non-cancelable and sums paid are non-refundable except as specifically stated in this Agreement. Szienz reserves the right to suspend service and deliveries until all amounts due are paid in full. Any late payment shall be subject to any costs of collection and shall bear interest at the rate of five (5) percent per month or fraction thereof until paid.
Acknowledgment
Licensee hereby acknowledges that the Licensed Product (including any documentation, source code, translations, compilations, partial copies and derivative works) contains confidential and proprietary information belonging exclusively to Szienz (or its designated third party supplier). Confidential & Proprietary Information does not include:
• information already known or independently developed by the Licensee outside the scope of this relationship by personnel not having access to any Confidential & Proprietary Information;
• information in the public domain through no wrongful act of the Licensee, or
• information received by the Licensee from a third party who was free to disclose it.
Convenant
With respect to the Confidential & Proprietary Information, and except as expressly authorized herein, the Licensee hereby agrees that during this Agreement and at all times thereafter it shall not use, commercialize or disclose such Confidential & Proprietary Information to any person or entity, except to its own employees having a "need to know" (and who themselves are bound by similar nondisclosure restrictions), and to such other recipients as Szienz may approve in writing; provided that all such recipients shall have first executed a confidentiality agreement in a form acceptable to Szienz.
Neither the Licensee nor any recipient shall:
• alter or remove from any Licensed Product or associated documentation any proprietary, copyright, trademark or trade secret legend, or
• attempt to decompile, disassemble or reverse engineer the Licensed Product or other Confidential & Proprietary Information (and any information derived in violation of such covenant shall automatically be deemed Confidential & Proprietary Information owned exclusively by Szienz.
• The Licensee and its personnel shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information as it uses in safeguarding its own confidential information, but in no event shall less than due diligence and care be exercised. Upon termination, Licensee shall return or destroy all Confidential & Proprietary Information in its possession or control and cease all further use thereof.
Non Disclosure
In addition to “Confidential & Proprietary Information”;
• Any Information which is received from the other Party in tangible and/or intangible form, orally and/or in writing, and which is marked confidential or proprietary will be considered confidential.
• Each Party acknowledges that the other Party has proprietary interest in maintaining the confidentiality of the Information emanating from that other Party and each Party agrees that it will not, without the prior written consent of the other Party, disclose any such Information to third parties or use such Information for any purpose other than that for which the Information was disclosed.
• Parties shall take all reasonable precautions to prevent the unauthorized disclosure of such Information.
• Parties may only disclose or reveal Information to those employees of Parties or, with prior written approval of the other Party, to those employees of Parties’ affiliated companies and group companies, who are actually engaged in the performance of works requiring access to such Information, under the condition that such employees have signed appropriate agreements requiring them to treat such Information confidentially.
Licensee’s Obligations
In order to use Licensed Product(s) satisfactory and to its maximum, to let Szienz provide effective support and to avoid trivial errors, Licensee is obliged to:
• pay Szienz’ fees;
• comply with the terms of the Agreement;
• provide to Szienz the names and e-mail addresses of two Systems Administrators within the Licensee’s organization who will be the contact for Szienz support. Such Systems Administrators shall have a good written and oral command of the English language and they must have read the Szienz admin training documentation in respect of the Licensed Products. The Licensee must notify Szienz in writing immediately in the event of a change in one of the Licensee’s Systems Administrators;
• refer to the Licensed Products documentation to see the Licensee can solve the problem itself, before reporting it to Szienz;
• endeavor to assist Szienz in correcting any faults, including the installation of any updates supplied by Szienz;
use the Licensed Products only in accordance with Licensed Products documentation supplied by Szienz;
• not make any modification to the Licensed Products (except for the custom part) or to any other manufacturer’s software or hardware on or in which the Licensed Products runs;
• inform Szienz of all modifications of the custom part and sending the most recent files to Szienz;
• use the Licensed Products on a hardware and software platform of a capacity no lower than the minimum specified on the Szienz website at www.szienz.com or otherwise notified by Szienz to the Licensee;
• provide Szienz, at its request, with secure remote and/or on-site access to its computer system and relevant data;
• have the facility to send and receive e-mail and have access to the Internet;
• preferably run the Licensed Products on a dedicated server which complies at the software and hardware requirements as described on the Szienz website www.szienz.com;
• maintain the client’s/server's software (client workstations, servers) and hardware on a regularly basis and keep this up to date.
• keep the ICT infrastructure secure, free from viruses and other physical and/or virtual threats;
• make backups to an external site according to the backup policy of Licensee;
• maintain your ICT infrastructure. Use of the Licensed Products requires compatible devices, Internet access, certain software, may require periodic updates, and may be affected by the performance of these factors. High-speed Internet access is strongly recommended for regular use as is up-to-date hardware and up-to-date Operation System software. You agree that these requirements, which may change from time to time, are your responsibility;
• appoint a capable core project team with mandate to take decisions. This core project team will be the first user group of Licensed Product(s) in case of a new Licensee and will, among other things, populate LabScores with Licensee’s data. The project team can remain the first line helpdesk in Licensee’s organization.
appoint a main contact person for Szienz. The project leader of the project team will be the main contact person for Szienz;
• be reachable. The project leader must be reachable by telephone and by email. Replies on questions / requests should be done as soon as possible and in any way within 48-hours. Most of the synchronization will be done by telephone, TeamViewer and/or e-mail;
• provide clear specifications. Information / Feedback sent by Licensee must be formulated clearly and accompanied by examples, screenshots and/or other supporting data;
• perform tests and verifications. Licensee must carry out tests/verifications on the implemented Update and/or Upgrade of Licensed Product(s). Szienz will first implement the Update and/or Upgrade in the test environment of Licensee. The Update and/or Upgrade will be implemented in the production (live) environment after Licensee has approved the Update and/or Upgrade (by email) in the test environment.
• motivate and stimulate own employees. The acceptation of LabScores Suite within Licensee’s organization is the full responsibility of Licensee. Employees must spend time to get familiarized with LabScores Suite.
Non-infringement Warranty
Szienz represents and warrants to the best of its knowledge and belief that the Licensed Product, when properly used as contemplated herein, will not infringe or misappropriate any copyright, trademark, patent, or the trade secrets of any third persons valid in the Local Jurisdiction.
Warranty Disclaimer
Except as specifically provided in this section ("Warranties and Liabilities") Szienz Except as specifically provided in this section ("Warranties and Liabilities") Szienz hereby disclaims with respect to all Licensed Products, third party software, Support services, Upgrade services, Professional Services, Hardware Support Services or other deliverables provided hereunder, and any applications created through use of the Licensed Product, all express and implied warranties, including any implied warranties of merchantability, title, accuracy, integration or fitness for a particular purpose. Szienz does not warrant that the licensed products and related third party software will operate without interruption or error free.
Limitation of Liabilities
Szienz shall not be liable for any amount exceeding the total portion of the Agreement price actually paid by Licensee.
In no event shall Szienz or its suppliers be liable in any way for consequential, incidental, indirect or special damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of business information and the like) or direct loss of business, business profits or revenue, whether foreseeable or unforeseeable, arising out the use of or inability to use the software or accompanying written materials, regardless of the basis of the claim (whether under contract, negligence or other tort or under statute or otherwise howsoever arising) and even if Szienz or its suppliers has been advised of the possibility of such damage.
Termination
Licensee may terminate this Agreement by not less than three months’ written notice, such termination to take effect three months after the date hereof following such notice. Licensee is in any case obliged to pay all Szienz’ open invoices and/or other payments.
Szienz may terminate this Agreement due to the fact that Szienz becomes bankrupt, insolvent or discontinues the business. In case of discontinuation of the business Szienz shall notice Licensee as soon as possible, such termination to take effect on an agreed date depending on the circumstances of that moment. Szienz shall do everything in its power to support Licensee in finding a new supplier.
Escrow
Szienz shall in case of bankruptcy, insolvency or discontinuation of the business, make the source code, documentation and passwords with regard to the Licensed Products available to Licensee if Licensee and Szienz have agreed an Escrow arrangement and Licensee has paid the Escrow fee.
Applicable Law
The proper law of this agreement shall be Dutch law and the parties hereby submit to the exclusive jurisdiction of the Dutch courts, provided that Szienz may bring proceedings against the Licensee in any jurisdiction where it resides or carries on business.
Disputes
Disputes arising between the Szienz and Licensee in connection with this Agreement shall be settled through arbitration in accordance with the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes in The Hague, all of this without prejudice to the Parties' right to request relief in interlocutory arbitration proceedings and without prejudice to the Parties' right to take protective prejudgment measures.
Mediation
In order to attempt to achieve an amicable resolution of an existing or potential future dispute, either Party may always initiate IT mediation pursuant to the IT Mediation Regulations of the Foundation for the Settlement of Automation Disputes in The Hague. IT mediation pursuant to these Regulations shall be based on mediation by one or more mediators. This procedure shall not result in a judgment which is binding on the Parties.
Miscellaneous
• This document and the accompanying attachment (Schedule A) specifically referenced herein constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all other communications, whether written or oral.
• This Agreement may be modified or amended only by a writing signed by the Party against whom enforcement is sought. Except as specifically permitted herein, neither this Agreement nor any rights or obligations hereunder may be transferred or assigned by Licensee without Szienz' prior written consent and any attempt to the contrary shall be void.
• Szienz reserves all rights not specifically granted herein.
• Neither Party shall be liable for delays caused by events beyond its reasonable control, except non-payment of amounts due hereunder shall not be excused by this provision.
• Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions.
• Headings are for reference purposes only and have no substantive effect.
• Szienz reserves the right at any time to modify this Agreement and to impose new or additional terms, conditions and/or pricing on your use of the Licensed Products. Such modifications and additional terms, conditions and pricing will be effective immediately and incorporated into this Agreement and becomes effective when your agreement with Szienz is up for renewal.
• Licensee is hereby notified that FileMaker International, Ltd, Technology House, Meadowbank, Furlong Road, Bourne End, Bucks, SL8 5AJ, United Kingdom ("FileMaker") is a third-party beneficiary to this Agreement to the extent that this Agreement contains provisions that relate to Licensees use of the bundled Software. Such provisions are made expressly for the benefit of FileMaker and are enforceable by FileMaker in addition to Szienz