Article 1: Definitions
- Matrix: Matrix Group BV and its subsidiary companies Matrix Software BV, Matrix CAE BV, Matrix SH BV and Matrix Software Solutions BV.
- Licensee: (Legal) person whom Matrix commissions to deliver Software and grant a license by signing an order confirmation.
- Software: Performable program code which realizes the functionalities that are described in the Documentation.
- Documentation: Documents in printed and/or digital form in which the functionalities of the Software are described.
- Update: Software, which include failures that are rectified and/or limited functionalities.
- Version: Software, which include substantial functional alterations and/or extensions and/or improvements.
Article 2: Grant of License
In consideration of your agreement to the terms of this Agreement Matrix Software in the Netherlands ("Matrix") grants you a nonexclusive, nontransferable license to use the software on equipment owned by you or under your control ("Software") as stated in the order confirmation and its accompanying documentation ("Documentation") for a certain time. Licensee owes Matrix non-recurrent royalties to acquire the right of using the license. Licensee owes Matrix royalties every calendar year for use of license and Services.
Article 3: Services
The Services described in articles 3.1, 3.2 and 3.3 are included in the annual allowance. The services described in article 3.4 are not included in the annual allowance.
Article 3.1: Basic Support
The licensee is given the right to advice by the helpdesk with regard to the utilization of the most recent version of the Software. This concerns a full explanation to persons who have been trained by Matrix or to persons who acquired the necessary experience somewhere else. The helpdesk gives advice from the offices of Matrix using Internet and telephone.
Article 3.2: Updates
Matrix puts improved or new versions to the disposal of the licensee. Deliveries take place by mail and/or by electronic media such as Internet. If the updated or improved Software is subjected to drastic alterations, adapted Documentation will be put to the disposal of the licensee by Matrix.
Article 3.3: Versions
Matrix puts the Versions of the Software to the disposal of the contractor. Deliveries take place by mail and/or electronic media such as Internet. Adapted Documentation will be put to the disposal of the contractor by Matrix.
Article 3.4: Consultancy
Matrix can be requested to do consultancy activities in the working environment of the licensee. The nature and the duration of the activities will be determined in consultation with Matrix and the Licensee. Consultancy activities based on (re) calculation will be charged against current rates for working hours and traveling expenses.
Article 4: Third party Hard- and Software
Matrix determines for each version:
- The operating system and/or the hardware platform on which the Software is operating.
- With which software, delivered by a third party, the Software can be cooperated.
If the hardware- and/or operating systems are subjected to structural alterations within the discretion of Matrix, Matrix reserves the right to ask the licensee an extra allowance for the disposal of a new Version described in article 3.3. Matrix is obliged to inform the licensee in time about any extra costs.
Article 5: License
This agreement permits the licensee to use the Software on as many locations or computers, dependent on the number of licenses, which have been made available. A license will be arranged by means of a key or hardware lock. It is recommendable to make a backup copy of the installed Software regularly. In case of interferences the backup copy can be reinstalled then.
Article 6: Restrictions
It is not allowed to:
- Copy the Software or Documentation except as permitted by this agreement.
- Reverse engineer, decompile or disassemble the Software except that you may decompile the Software only to the extent permitted by law where this is indispensable to obtain the information necessary to achieve interoperability of an independently created program with the Software or with another program and such information is not readily available from Matrix or elsewhere.
- Distribute, rent, loan, sell, sublicense or otherwise transfer all or part of the Software, the Documentation or any rights granted hereunder to any other person without the prior written consent of Matrix.
- Utilize any equipment, device, software, information or other means designed or adapted to circumvent or remove any form of copy protection used by Matrix in connection with the Software.
Article 7: Upgrades and Updates
If this Software is being licensed to you as an upgrade or update to Software previously licensed to you, you must if instructed by Matrix, return all copies of the Software and/or Documentation previously licensed to you including the copy protection device (dongle). You also have to destroy all copies resident on your hard disk drive previously licensed to you unless Matrix grants you permission to keep using them.
Article 8: Copyright
Ownership and copyrights in the Software and Documentation and any copies made by you remain with Matrix. Unauthorized copying of the Software or Documentation or failure to comply with any of the terms of this agreement may result in termination of this agreement.
Article 9: Warranty
Matrix warrants that the Software will provide the functions described in the Documentation and that the media on which the Software is furnished will be free from defects in materials and workmanship under normal use. Matrix’ entire liability under these warranties will be, at Matrix’ option, to attempt to correct or work around errors, to replace the defective media Documentation or copy protection device. You can only make a claim to this warranty if you have informed Matrix in writing within ninety (90) days from the date of its delivery to you. Except for the above express limited warranties, Matrix makes and you receive no other warranties, express, implied, statutory or any communication with you. Matrix does not warrant that the operation of the Software will be uninterrupted or error free, or that it is fit for a specific purpose.
Article 10: Disclaimer
Computer-aided design Software and other technical Software are tools intended to be used by trained professionals only. They are not substitutes for your professional knowledge and judgment. Due to the large variety of potential applications for the Software, the Software has not been tested in all situations under which it may be used. MATRIX SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OF THE SOFTWARE. PERSONS USING THE SOFTWARE ARE RESPONSIBLE FOR THE MANAGEMENT AND THE CONTROL OF THE SOFTWARE. THEY ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY, THE RELIABILITY AND THE ACCURACY OF ANY PROGRAM OUTPUT.
Article 11: Limitation of Liability
In no event will Matrix be liable for any loss or damage of any kind, including loss of data, lost profits, cost of cover or other special, incidental, consequential or indirect costs arising out of the use or inability to use the Software or Documentation, however caused and on any theory of liability including under contract, negligence or otherwise. This limitation will apply even if Matrix has been advised of the possibility of such loss or damage. Matrix shall have no responsibility whatsoever arising from loss or theft of the Software or any copy protection device (dongle) with which the Software is supplied. The licensee is responsible for safeguarding and protecting the investment through insurance or otherwise.
Article 12: Duration of the license
The period in which the license is valid starts from the moment the Software is delivered until the end of the concerning calendar year plus the next three calendar years. After this period the license will be extended tacitly with another twelve months, unless the licensee of Matrix terminates the license in accordance with the terms of notice, which is three months before the end of the calendar year. Matrix and licensee have the right to terminate the license immediately if the other party doesn’t meet the commitments stated in the agreement.
Article 13: Rates
After the delivery of the software a non-recurrent allowance for the license will be charged. The annual prolongation of the license will be charged at the beginning of every calendar year. When you contract this agreement, or when there are any mutations an initial invoice is charged for the first year. It consists of a flat purchase rate and a prolongation rate, which is proportional to the outstanding amount of the concerning calendar year. Matrix is authorized to readjust the annual rates on January 1 with the rise of the Price Index for family consumption from the Central Office for Statistics, valid from the month October of the passed calendar year with regard to the month October of the preceding calendar year. When price changes occur above this index Matrix is obliged to publish the new rates at least six months before the end of the calendar year and the licensee has the right, taking into account the terms of notice of three months, to terminate the agreement the next calendar year.
Article 14: General
- The conditions, which are not provided in the Matrix Software Terms & Conditions, are stated in the actual ICT~Office Terms & Conditions with the Chamber of Commerce registry of the District Midden-Nederland under number 30174840. These ICT~Office conditions can be read at www.matrix-software.com/ict~office
- This license agreement is subject to the jurisdiction of the Dutch Court. Disputes will be brought before the Court in Arnhem.
- This agreement is the entire and only agreement between both parties and supersedes any other communications, representations, or advertising with respect to the Software and the Documentation. Any delivery terms made by licensees will be declined immediately.
- If licensee doesn’t meet his/her commitments, when terms of payment aren’t satisfied or partially satisfied, Matrix has the right to postpone the license agreement
- This agreement shall terminate without a written notice or other actions by matrix if the licensee becomes bankrupt, makes an arrangement with creditors, or goes into liquidation. At Matrix’ first request licensee is obliged to return all the keys to Matrix, or give Matrix the opportunity to collect its possessions. The Software is not transferable without the written consent of Matrix.
- If one or more conditions of the License Agreement prove to be illegal or unenforceable, the validity of the remainder of the License Agreement shall not be affected. Because of their commitments both parties are obliged to approach the content of these illegal and unenforceable conditions as close as possible.
- These license terms & conditions replace all previous terms & conditions.
Version MX1405UK, valid per May 1st 2014