Date: February 20, 2022
- Confidential Information: any non-public information relating to one or all Parties and any information, the nature of which or under the circumstances in which it is disclosed, has been designated by either Party as confidential.
- End User: a natural or legal person acting in the exercise of a profession or business, with whom Ichicraft and/or Reseller concludes the Agreement.
- End User Registration: the registration process which the End User must complete before he can use the software.
- End User Registration Data: all data that is needed to install the Software which is stored in the systems of Ichicraft.
- Ichicraft: Ichicraft B.V., with its principal office located at the Johanna Breevoortstraat 11 in Rotterdam and registered with the Chamber of Commerce under registration no. 76067084.
- Intellectual Property Rights: all intellectual property rights and related rights, including, but not limited to, copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighbouring rights, patent rights as well as rights to know-how.
- Parties: End User, Reseller and Ichicraft, jointly (plural) or separately (singular).
- Reseller: a natural or legal person acting in the profession or business, with whom Ichicraft has concluded an agreement for the Resale of the Software and with whom End User concludes an Agreement for the use of Software.
- Software: the Ichicraft Boards, including but not limited to (i) the widget board web part, (ii) all individual widgets that are offered alongside the web part and (iii) the Ichicraft Widgets Software Development Kit, developed by Ichicraft to personalize workspaces.
- Website: the website of Ichicraft, accessible via the domain ichicraft.com or its sub-domains.
End User Registration
- The Software enables End User to install widgets to personalize Microsoft Office 365 and Microsoft Teams.
- In order to use the Software End User must complete the End User Registration.
- Ichicraft and/or Reseller will provide End User with the necessary instructions to activate the Software. If End User’s cooperation is required for the activation and/or delivery of the license(s), End User will provide such cooperation. End User will have access to the Software under the conditions and for the duration of the Agreement.
- In case of suspected misuse of the Software, End User must notify Ichicraft and/or Reseller immediately.
Grant of license
- Upon conclusion of the Agreement and in consideration of the applicable fees, Ichicraft and/or Reseller grants to End User a non-exclusive license to use the Software for the duration of the Agreement. This license does not include the right to sublicense, sell or otherwise multiply or disclose the Software in any way.
- All Intellectual Property Rights to the Software as well as all related information remain the property of Ichicraft (or its licensors). None of these items may be copied or used, except and to the extent permitted by mandatory law.
- It is expressly forbidden to:
- reverse engineer the source code of the Software or to decompile the Software, except to the extent permitted by mandatory law or applicable open source license;
- provide copies of the Software to third parties;
- sublicense the Software or otherwise make available the Software to third parties, including by rental, Software-as-a-Service models or otherwise;
- modify the Software, except to the extent permitted by mandatory law;/li>
- remove indications of Ichicraft as party entitled to the Software or to remove or render illegible any part thereof.
- The trial period gives the End User free access to the Software from the moment the End User installs the trial version of the Software. The purpose of the trial period is to allow a new End User to try out the Software.
- At the end of the trial period, End User will not be able to use the Software until End User concludes a new Agreement for the use of the Software.
Use and misuse
- End User shall not access, store, distribute or transmit any material during the course of its use of the Software that:
- is libellous, defamatory, insulting, racist or discriminating, or incites hate;
- infringes third-party rights, in any case including but not limited to Intellectual Property Rights;
- violates the privacy of third parties, in any case including but not limited to distributing third-party personal data without permission or necessity, or repeatedly harassing third parties by providing them with unsolicited communications;
- contains hyperlinks, torrents or similar information of which End User is aware or should be aware that it refers to material that infringes third-party rights;
- is otherwise illegal or causes damage or injury to any person or property.
- End User will follow all reasonable instructions issued by Ichicraft and/or Reseller related to the use of the Software.
Availability, maintenance and updates
- Ichicraft endeavours to make the Software available at all times but does not issue any guarantees concerning specific percentages of availability or quality. As such, the Software is made available on an “as is” and “as available” basis.
- From time to time Ichicraft shall issue updates that can correct errors or improve the functioning of the Software.
Implementation and support
- If the Software is sold through a Reseller, the Reseller is responsible for the implementation of the Software. Reseller will (i) assess each End User’s needs via telephone or in person, (ii) recommend the appropriate configurations to End User based upon End-User’s needs, (iii) provide demonstrations and (iv) offer support.
- Ichicraft and/or Reseller will provide a reasonable level of support via the contact option made available by Ichicraft and/or Reseller. However, Ichicraft and/or Reseller does not guarantee that all problems or requests made by the End User will be addressed.
- Ichicraft and/or Reseller will respond to complaints about the Software as soon as possible, but no later than fourteen (14) days after receipt.
End User Registration Data
- Only End User Registration Data is stored in the systems of Ichicraft. All End User Registration Data will remain the property of the End User. Ichicraft will not make any proprietary claims with regard to any End User Registration Data. Upon termination of the Agreement, Ichicraft will return or remove all End User Registration Data.
- End User provides Ichicraft with a non-transferable – and as far as necessary for performance of the Agreement – sublicensable license to use the End User Registration Data for the duration of the Agreement, insofar this is required for the provision of Software.
- If End User sends information to Ichicraft and/or Reseller, e.g. feedback about an error or a suggestion for improvement, End User grants Ichicraft and/or Reseller an unlimited and perpetual right to use this information for the Software. The foregoing does not apply to information that the End User expressly marks as confidential.
- End User warrants and represents that any submission or uploading of (personal) data to Ichicraft is lawful and that the processing of such data in accordance with the Agreement does not contravene any applicable privacy laws and regulations.
- The information that End User discloses through the End User Registration process is in any case Confidential Information.
- All Parties will keep Confidential Information strictly confidential and will only use it to the extent necessary for the use of the Software.
- The personal data to be processed by Ichicraft and/or Reseller in the delivery of the Software are subject to privacy legislation. Ichicraft and Reseller will take into account the requirements of that legislation when processing. Information on how Ichicraft and Reseller handle the personal data of End Users can be found in the privacy statement.
- Ichicraft and Reseller will ensure an appropriate level of security in view of the risks associated with the processing and nature of the personal data to be protected. This, however, only if and as far as they are located in the systems or on the infrastructure of Ichicraft and Reseller.
- The liability of Ichicraft and/or Reseller for damage incurred by the End User due to a culpable failure of Ichicraft and/or Reseller to comply with its obligations under the Agreement, or due to an unlawful act committed by Ichicraft and/or Reseller, its employees or third parties engaged by it, is limited per damage-causing incident, whereby a series of connected incidents count as a single incident, to an amount (excluding VAT) equal the amounts that Ichicraft and/or Reseller has received from End User under the Agreement in the six (6) months prior to the damage-causing incident.
- The liability of Ichicraft and/or Reseller for indirect damage, including without limitation consequential loss, loss of earnings, missed economies, loss or corruption of (business) data and damage due to business stagnation is excluded.
- The liability limitations referred to in this article will however lapse if and insofar as the damage is the result of intentional misconduct or gross negligence on the part of Ichicraft and/or Reseller.
- The obligation for Ichicraft and/or Reseller to pay compensation will only arise if End User sends written notice to Ichicraft and/or Reseller of this damage within thirty (30) days of the damage occurring.
- Neither Party will be bound to comply with any obligation if the Party is prevented from doing so through force majeure. Force majeure will be deemed to include, among other things, communications or power failures, (distributed) denial of service or other network attacks, riot, insurrection, labor disputes, accident, action of government, restrictions on import and/or export or any inability to perform which is caused by the Party’s suppliers.
Prices and payment
- As compensation for the granted license to use the Software, End User is required to pay the agreed upon price as specified on the Website.
- The fee payable by the End User consists of a base license and a variable fee. The variable fee depends on the number of users.
- The user margin of the number of allowed users of the Software is 10%. If End User requires more users than permitted under the Agreement, Ichicraft is entitled to charge an additional amount afterwards in accordance with Ichicraft’s usual rates.
- At te end of the current term End User may request a reduction in the number of users having access to the Software for the following term as referred to in article 12.2.
- All prices are exclusive of VAT (Value Added Tax).
- Ichicraft and/or Reseller may amend the price from time to time, by providing End User at least seven (7) days written notice in advance of the price change.
Term and termination
- The Agreement shall enter into force when End User first uses the Software and will be entered into force for one (1) year and shall thereafter automatically renew for successive periods of one (1) year unless either Party gives the other Party written notice of non-renewal at least one (1) month prior to the expiration of the term then in effect.
- Either Party may immediately terminate the Agreement by written notice to other Party, without the requirement for notice of default or judicial intervention:
- if the other Party has been granted suspension of payments, whether provisionally or not;
- if the other Party is declared bankrupt; or
- if the other Party’s company is dissolved or terminated.
- Without prejudice to any other rights and remedies hereunder, Ichicraft and/or Reseller shall be entitled to terminate the Agreement if End User commits a breach of any of its obligations under this Agreement and such breach is irremediable or – if such breach is remediable – End User fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so.
- The termination of the Agreement shall not relieve either Party of the obligation to pay any fees accrued or payable to the other Party prior to the effective date of termination.
- After termination of the Agreement (regardless of reason) End User must cease all use of the Software. In addition, End User must remove all copies (including backup copies) of Software from all computer systems under control of End User.
- In all other respects, Ichicraft and/or Reseller will endeavour to announce the changes or additions to End User by email at least thirty (30) days before they take effect, to enable End User to take note of them. If End User does not wish to accept a change or addition End User may give notice to terminate the Agreement. Continued using of the Software after the effective date applies as acceptance of the changed or supplemented terms and conditions.
- All disputes arising from the Agreement between the Parties shall be submitted to the competent Dutch court for the district in which Ichicraft and/or Reseller is established.