A versatile solution for monitoring SAP NetWeaver, SAP S/4HANA and HANA systems
A versatile solution for monitoring SAP S/4HANA and HANA systems
A versatile solution for monitoring SAP BusinessObjects®
A solution for managing the operations and the monitoring of any SAP landscape, integrated in ServiceNow
These General Terms and Conditions, and the related Service Contract Proposal, form together the “Agreement” that govern the provision of consulting, coaching and implementation services by AGENTIL SA.
AGENTIL SA company identified in the Service Proposal Contract. “Licensee” refers to the company subscribing to the consultancy services as indicated on the Service Proposal Contract.
The present general terms and conditions are applicable to any sale of software license and access to software services carried out by AGENTIL SA. They do not apply to provision of consulting, coaching or implementation services.
They are considered as formally and explicitly accepted by the Licensee.
They remain valid even in cases where they contradict the general or special terms and conditions of Licensee, unless AGENTIL SA has accepted the latter conditions explicitly and in writing.
AGENTIL SA desires to grant under the conditions of this Agreement a license to Licensee to get access to the software application and make use of it. Licensee has studied the Licensed Program before signing this Agreement, and fully understands the working and value of the system.
AGENTIL SA warrants and Licensee agrees that the Licensed Program is confidential and proprietary and a valuable commercial asset of AGENTIL SA. Licensee agrees to keep the Licensed Program in confidence, to not disclose the Licensed Program to any third parties except when using it for its business partners and colleagues, and: (i) limit availability of the Licensed Program to those of its employees who are contractually permitted and need to have access thereto in order to use the Licensed Program in conjunction and who have been informed by Licensee of the proprietary nature of the Licensed Program; (ii) have such employees treat as confidential the Licensed Program; (iii) avoid publication or other disclosure of the Licensed Program to other than those persons described in (i) above; and (iv) not allow anybody to disclose or make available the Licensed Program to any unit, division, group, or subsidiary of Licensee or Licensee's parent company if engaged in the development or sale of computer programs which are or may be competitive with the Licensed Program – except if this use is part of a collaboration project Licensee conducts on the Licensed Program.
Licensee's obligations set forth in this Article shall survive any termination or expiration of this Agreement or discontinuance of the license granted under this Agreement.
All intellectual property rights in, title to or ownership of the Licensed Program and the services delivered by AGENTIL SA shall at all times remain with AGENTIL SA.
Either party shall in case of default at all times give the other party an express written notice to remedy the default. Either party shall than have 30 days from the date of such message to cure the default. If the default is not corrected by the end of such period, the parties reserve the right, in addition to any other remedies retained in this Agreement or any Annex hereto, or may be entitled to by law, to immediately, without intervention of the court ("de plein droit"), terminate this Agreement by law and - with respect to AGENTIL SA - terminate any licenses granted hereunder, without any repayment by either party and with complete indemnification of AGENTIL SA.
AGENTIL SA shall defend and hold Licensee harmless from any claims, lawsuits or legal actions instituted against Licensee by any third party that are based on the argument that the Licensed Program constitutes fraudulent infringement of copyrights protected in those countries where the programs are permitted to be used.
The obligations of AGENTIL SA in the terms of this article are expressly subordinated to the following terms:
Licensee must inform AGENTIL SA immediately and by registered mail with acknowledgement of receipt of any claim or legal action based on the fraudulent infringement of a copyright, and Licensee must communicate to AGENTIL SA any information available to Licensee regarding this claim, and Licensee must co-operate, completely and at his own expense, with AGENTIL SA in all matters of the defence, the dispute or the settlement of the claim.
If Licensee fails to comply with the above, it shall enjoy no recourse under the provisions of this Article. Licensee alone shall be liable for all the costs, damages, interests and legal expenses which Licensee would have had to pay in the terms of any decision as well as for any settlement or any transaction concluded without the prior written agreement of AGENTIL SA.
If the use of the Licensed Program seems likely to lead to a legal action for copyright infringement, then AGENTIL SA shall, at any time and at its own expense:
The above is the only and exclusive obligation and warranty of AGENTIL SA with respect to copyrights.
AGENTIL SA offers no warranty in the area of patent infringement, or any other industrial and intellectual right, except with respect to copyright as stated above.
AGENTIL SA shall not be liable in any way with respect to Licensee if the claim or infringement is founded on or caused by the following actions performed by any other party than AGENTIL SA:
AGENTIL SA’s liability for Licensee’s infringement of a third party’s right is limited to that stipulated above.
Licensee acknowledges that the information and data it receives from AGENTIL SA concerning the Licensed Program are confidential and proprietary and a valuable commercial asset of AGENTIL SA.
AGENTIL SA acknowledges that the general business information it receives from Licensee is confidential and proprietary.
Both parties agree to keep the above mentioned information and data they receive from the other party in confidence and to not disclose any of it to a third party or use it for its own benefit without previous consent of the other party in writing.
Both parties may only disclose the confidential information or data to those of its employees, who require the information to enable that party to fulfil its contractual obligations towards the other party.
In case of force majeure, such as e.g. complete or partial stagnation of the transportation system, illness of the personnel of AGENTIL SA, problems of telecommunication, obstructions within the company or default of the suppliers of AGENTIL SA, AGENTIL SA shall always be entitled to either suspend its obligations as long as the situation of force majeure continues, or, if the force majeure continues for more than 6 (six) months, to terminate the agreement by law, without AGENTIL SA being liable for damages in any of both cases.
This Agreement, the license granted hereunder and the access to and use of the Licensed Program provided to Licensee under this Agreement may not be assigned, sublicensed or otherwise transferred by Licensee to any third party without AGENTIL SA's prior written consent.
The waiver by either party of any default or breach of any agreement between parties shall not constitute a waiver of any subsequent default or breach.
If an amicable resolve of a dispute proves impossible, the courts with jurisdiction in the district of Geneva shall solely be competent.
The agreement is governed by law of Swizerland. In case of contestation between various judicial regulations in time, the jurisdiction applicable at the time the disputed contract was executed, or should have been executed, is applicable.