on the licensing
of the BS-S software [BS-S = Business Software – Supanz], which are sold as stand-alone products, such as the BS-S Program Generator or mobile applications like Report Manager for SAP, BS-S Web-Timesheet, BS-S Web-Time-CATS or BS-S User Administration, with all components of the base technology Interaction Framework© (hereinafter referred to as “Software”)
by SUPANZ GmbH, Reauz 9a 9074 Keutschach/See (hereinafter referred to as “SUPANZ” or “Licensor”)
Scope of Agreement
1.1 Scope and purpose of this Agreement is the licensing of the Software to the Licensee, for each type of installed software products, for paid licenses as well as trial licenses/free demo versions. The purpose of the Software is to create .through the generation of the program code and the object data – by way of an interactive user surface -different data import procedures for a SAP system, such as data migration, interfaces for third-party systems as well as WEB integration for desktop and mobile devices. The Licensor provides the Software to Licensee without any time limits.
1.2 The object of this Agreement is solely the licensing to entrepreneurs. A licensing to consumers within the meaning of the Consumer Protection Act is not envisaged.
Rights of Use
2.1 The Licensor is the exclusive owner of all and any rights of exploitation and use and of all additional intellectual property rights, if any, in regard of the Software and the concomitant documentation.
2.2 The Licensor grants to the Licensee the non-exclusive, non-transferable authorization to use the Software, unlimited as to time and territory [= Runtime-License]. Such use encompasses the installation of the Software, the loading, display, running and saving of the Software to the following extent:
- Use in the business of the Licensee – within the company and affiliated companies – for one SAP Installation Number of the SAP systems
- License Volume [in case of mobile applications]: depending on the number of users. If the number of registered users for the application in the license key exceeds the maximum number of users, then a new license-volume [= new license key] has to be requested.
Permitted changeability by the licensee: The Licensee is entitled to create one or multiple copies of the Software and DDIC-objects on that SAP system, for which the original software has been licensed, as a basis for changes and further developments as well as their use. But it is mandatory to maintain the method of verify the license key concerning the current number of users.
The Licensee does not acquire rights of use going beyond the foregoing. In particular, the Licensee is not entitled to copy and distribute the Software (except transient and incidental duplication pursuant to § 41a Copyright Act).
2.3 After registering the software will be made available via e-mail or download. After payment a license key / license certificate will be sent via e-mail. A documentation (brief user manual) is attached.
The Licensee is entitled to duplicate this documentation and to make it available electronically throughout its business to the extent necessary for the use of the Software.
2.4 The Usage Rights are dependent on the Licensee entering into a 12 months mandatory maintenance, and the Licensor receiving the agreed payment for the Usage Rights and mandatory 12 months maintenance. Maintenance fee for the current year are calculated based on the remaining months within that year. 12 months maintenance fee will be invoiced in January each year.
The non-payment of the annual maintenance fee absolves the licensor of the continuing maintenance – such as supply of software updates and support services.
Delineation of Performances
3.1 The Licensee, on his part, provides the necessary hardware and software for the installation and operation of the Software. The Licensee confirms that it obtained independently or from experts advice about the IT risks and other risks of complex data processing projects, and it takes note that the task of the Licensor is limited to providing the Software.
3.2 The Licensee receives the Software after registration – announcing the company and contact person (see item 4) by e-mail or via the web portal / online shop of the licensor – in an e-mail or as a download. For the purpose of ensuring the integrity of the Software, it was developed in an unchangeable name-space room made available to SUPANZ by SAP. Such name- space is identifiable in the Software. Furthermore, the basic Technology BS-S Interaction Framework© is certified by SAP and, therefore, a seamless integration with the customer’s SAP system environment is guaranteed. The shipment of the Software on a medium is possible, subject to a separate agreement and a refund of costs.
3.3 Services of assistance, such as the training of members of the Licensor’s staff and software maintenance and service of software changes – as described in item 2.2 -, are not subject of the licensing, but have to be stipulated in a separate service and maintenance agreement, subject to remuneration in line with the services actually rendered. In particular, the maintenance – and if necessary – the updating of the system environment as well as the necessary data protection measures (confidentiality, availability and integrity) are the responsibility of the Licensee.
3.4 The licensing and installation of third-party software, possibly necessary for the use of the Software, is to be independently arranged for by the Licensee. The Licensor, if requested to do so, will assist the Licensee in the procurement of such licenses and in the installation of such software in consideration of a separate remuneration.
Obligations of the Licensee
4.1 The Licensee has the duty to communicate by way of the registration via e-mail or via Web-portal of the licensor its correct data: Name and address of the organization, name of the contact person and an active / valid and attributable e-mail address, the SAP installation number and [in case of mobile applications] the number of users.
4.2 In consideration of the authorization of use pursuant to Item 2 of this agreement, the Licensee pays the Licensor the remuneration as indicated in Licensor’s online shop, such remuneration forming the basis of the order.
4.3 In case of payment via payment services provider (e.g. PayPal, PayLife), the Licensee also has to accept the General Terms and Conditions of such provider, if necessary.
4.4 The authorization of use pursuant to Item 2 only comes into existence upon payment in full of the remuneration.
5.1 The Licensee takes note that the Software, its components and features are business and trade secrets of the Licensor; therefore, Licensee will neither search for such information by reverse engineering or communicate it to third parties.
5.2 Any transfer of the license key made available to the Licensee is prohibited and results in the expiration of the rights of use.
6.1 Information on the homepage of the Licensor is provided for the information the Licensee only and encompasses no assurances for warranty purposes – unless expressly stated otherwise.
6.2 The Licensee’s warranty claims against the Licensor are in principle governed by the provisions of ABGB (General Civil Code) and UGB (= Code of Business Law) subject to the proviso that, in particular, the application of §§ 377 et seq. UGB (=Code of Business Law) is agreed to and that complaints about defects, if any, have to be raised within three days. The Licensor warrants that the Software, at the time of sending, has the agreed and usually implied properties. Statements by the Licensor regarding the properties of the Software or of other deliveries are only deemed to be assurances for warranty purposes, if in writing. In this connection, the Licensee takes note that in conformity with the current standards of technology software defects cannot be completely excluded. Therefore, the Licensor is only liable in terms of warranty for such defects of the Software which bar or significantly impair its use pursuant to the agreement.
6.3 The Licensor is not liable for defects or damage resulting from failures, delays and interruptions in the course of sending and receipt, respectively, unless such events occur in Licensor’s sphere of influence; the respective burden of proof is upon Licensee.
6.4 The warranty is limited to reproducible defects which have been reported in writing; the presumption of the existence of a defect upon delivery pursuant to § 924 ABGB (=General Civil Code) is excluded. The warranty period runs for twelve months from the sending of the Software.
6.5 If a defect is reparable, Licensee, at first, may only request from the Licensor improvement. Improvement is effected, in the discretion of the Licensor, depending upon the significance of the defect by either supplying an improved version of the Software or by giving advice on the elimination or circumvention of the defect. The Licensee is obligated to accept a new version of the Software offered by the Licensor by way of improvement, unless this would result for Licensee in unconscionable problems of adaptation and conversion. If the Licensor does not remedy the defect within a reasonable period of time or, if the elimination of the defect would result in efforts and/or expenses out of proportion, the Licensee is entitled to price reduction or to rescind the agreement, unless the defect is minimal. If the services or deliveries are divisible, the right of rescission exists only in regard of such part of the services or deliveries which is affected by the defect. Claims of the Licensee going beyond the foregoing are excluded.
6.6 If it t turns out in the course of the elimination of the defect that such defect is not attributable to a cause for which the Licensor is responsible (e. g. improper operation, interaction with Licensee’s software, peculiarities of Licensee’s system environment), the Licensee has to pay a reasonable remuneration for the effort and/or expenses which have arisen.
7.1 In the event of intent and gross negligence the Licensor is liable without any limitations in amount; any liability is excluded for minor negligence and for consequential damages, lost profits, loss of income, immaterial damages, loss of data, incorrectly and incompletely migrated data, damages arising from project delays, damages arising from claims raised by third parties, missed savings and loss of interest. Claims for damages resulting from personal injuries or death are excluded from the foregoing limitation of responsibility.
7.2 The Licensee takes note that under the Licensee’s obligation of mitigation of damage, Licensee has the duty to regularly back-up its data and to take all reasonable additional safety measures against supposed software failures.
7.3 If the Licensee is made responsible for the violation of intellectual property rights of third parties due to use of the Software, Licensor will indemnify the Licensee, provided the Licensee reports the facts of such an event without delay and leaves it to the Licensor to conduct all negotiations. If the claims of such third parties are justified, Licensor will acquire for the Licensee the rights necessary for the use of the Software or supply equivalent software or refund the cost of the Software to the customer upon the return of the Software.
8.1 The General Terms and Conditions of the Licensor, the provisions of the UGB (= Code of Business Law) as well as of the ABGB (= General Civil Code) apply in a subsidiary capacity to this contractual relationship. General terms and conditions of the Licensee do not become part of this agreement, unless the Licensor expressly agrees in writing to their application.
8.2 Amendments and additions to this agreement are only valid, if in writing. This applies also to derogation from this requirement of form.
8.3 The transfer of rights and obligations under this agreement by the Licensee to third parties requires the consent of the Licensor; the assignment of pecuniary claims is excluded. Licensee is not entitled to set off his own claims against the claims of the Licensor, unless its claims have been acknowledged in writing by the Licensor or determined by a court. In case of a dispute Licensee is not entitled to refrain from performing its obligations.
8.4 Klagenfurt am Wörthersee is the place of performance for the respective obligations. Austrian law exclusively applies to this agreement; the application of the IPRG (Act on International Private Law) and of the UN Sales Convention is excluded. Exclusive jurisdiction in respect of disputes arising from this agreement is conferred upon such court of law at Klagenfurt am Wörthersee as has subject-matter jurisdiction.
8.5 The invalidity or unenforceability of certain provisions of this agreement, if any, does not affect the validity of the other provisions of this agreement. In such a case the invalid or unenforceable provision is replaced by a valid or enforceable provision which from an economic point of view is as similar as possible to the invalid or unenforceable provision.
8.6 Only this German version of the General Terms and Conditions is authentic and forms the basis of this contractual relationship. These GTC are also made available in additional languages, but only for the convenience of international customers and without making the respective translation the basis of the agreement.
Download as PDF: License Agreement Supanz