Provensec Standard License Terms
- This document lays down the license terms which are granted by Provensec in relation to any document toolkits, templates, or any other such works by Provensec.
- Such document toolkits, templates, or any other such works are collectively referred to as a “document toolkit.”
- When this document toolkit is supplied under a contract of sale, the licensee agrees that it shall comply with the license terms laid down in this document, hereinafter referred to as “Standard License Terms.”
- The Standard License Terms laid down in this document applies to all the document toolkits supplied by Provensec on or after the version date stated in the top right corner of this document.
- The licenses for using the licensor’s document toolkits and cloud-based tool are only offered in English.
- Nothing in the Standard License Terms document affects the statutory rights of a customer i.e. the licensee, unless limited or excluded by the law.
PROVEN SECURITY BV
Provensec is registered as Proven Security BV under number 70984433 with the Chamber of Commerce in the Netherlands, and its registered address is
Proven Security BV’s VAT number is NL858535026B01.
LICENSOR AND LICENSEE
- For the purpose of the Standard License Terms, Provensec is the licensor, and a customer who is purchasing a product is the licensee.
- With reference to the Standard Sales Terms, the licensor is the seller, and the licensee is the buyer.
The definitions given in the following sub-clauses shall be construed harmoniously with other clauses of the Standard License Terms and other definitions as given in the Standard Sales Terms.
- Associate – An associate is a person who is permitted by the licensee, whether indirectly or directly, to use or rely on benefits for any product of the licensor within the scope of terms set out in this document. An associate includes an affiliate or any other such person who is part of the single management system as defined in clause 5.
- License – A license means a license as per the terms set out in clause 5.
- Intellectual Property Rights – Intellectual property rights include copyright, design rights, patents, trademarks, rights existing in databases, confidentiality, and privacy rights associated with the product or any part thereof.
- Product – A product means the document toolkits, templates, or any other similar works which are being supplied to a licensee by the licensor via downloading or any other such means on which this document is applicable, either by reference or incorporation.
- Sale Contract – Sale Contract refers to the Standard Sale Terms, wherein the licensor has agreed to grant the license to the licensee for using a product as per the clauses of the Standard License Terms.
- Upon successful payment for purchasing a product, the licensor grants a non-exclusive license to the licensee subject to the clauses of the Standard License Terms.
- The scope of this license extends to copy, edit, and make appropriate changes in the product for which this license is granted.
- This license is granted only for a single management system which does or will operate on a single set of policies and procedures and is subject to single processes for internal auditing and management review.
- The scope of this license is limited such that if an external certification had to be obtained by the licensee for its management system, its management system would be equated to an individual certificate.
- The license commences on the date when access to the licensor’s product is delivered to your registered email address under the Sale Contract.
- This license can be terminated in accordance with clause 8.
- This license expires after a period of 12 months from the date of commencement.
- This license also entitles a licensee to receive all such updates that are made to a product which is licensed under the Standard License Terms. A product along with all of its updates must be considered as one product, and it shall continue to be used for a single management system, irrespective of the number of updates being provided.
- This license shall be used only as per the sub-clauses of clause 5, and a licensee shall not do anything with a licensed product which falls out of the scope of clause 5.
- The licensee may not and shall not transfer or assign the benefits of this license, or any associated rights to any third party.
- The licensee shall not be permitted to sub-license any of the rights granted under this license by the licensor.
- Under this license agreement, the licensee agrees to maintain the confidentiality of the product(s) and their contents thereof and to not to disclose the product(s) or their contents thereof to any third-party.
- The only exception to clause 6.4 is a certification authority wherein the licensee is bound to provide evidence of its management system.
- The Licensee agrees that it will be responsible for any misuse or theft of intellectual property arising out of non-compliance with the terms of the Standard License Terms.
- The Licensee acknowledges and agrees that the licensor is the sole and absolute owner of the intellectual property rights associated with the products and their contents thereof.
- Nothing in this license shall intend to give effect to an assignment of any legal or equitable title or interest with respect to the ownership of intellectual property rights.
- The licensee shall not do an act or omission to affect the rights of the licensor or any third-party or assist any other person as such in doing so, whether indirectly or directly.
- The licensee shall not edit, remove, or obscure any notice of the ownership of intellectual property by the licensor on any product which is licensed under the Standard License Terms.
- The Licensee shall cooperate with the licensor and provide any such information which is required for the purpose of verification of compliance with the Standard License Terms.
- Subject to clause 7, neither the licensee nor any of its associates shall make any claim against us to the extent our liability is intended to be limited or excluded.
- The licensee shall pay all such fees including legal fees, costs, court fees, other fees, and expenses as incurred by the licensor in –
- Enforcement of this license, or
- Recognition of the ownership of intellectual property rights, or
- Enforcement of any settlements or judgments obtained by the licensor against the licensee with respect to the terms of the Standard License Terms or intellectual property rights, or
- Successfully defending any claims which are brought against the licensee by the licensor.
- It is assumed by both the parties and agreed by the licensee that the licensor shall have no duty of care to the licensee, or any of its associates and the product licensed under the Standard License Terms shall be used at the sole risk of the licensee and its associates.
- Mere licensing of a product under the Standard License Terms does not amount to any representation of advice from the licensor.
- The Licensee agrees that there has been no inducement whatsoever to enter into this agreement and it does not affect any liability which the licensor might have for fraudulent misrepresentation.
- The licensor shall not have any liability to the licensee or any of its associates for any losses, whether indirectly or directly, foreseeable or not, which may be suffered and include loss of business, market share, reputation, profit, revenue, opportunity or custom; any fines incurred due to reliance on the product being licensed; and any liability to third parties.
- The licensor shall not have any liability for any special, consequential, or indirect loss which the licensee or its associates may suffer.
- The Licensee agrees that the licensor’s liability is limited to the amount paid under the Sale Contract for the purpose of purchasing the license and in an event when the Sale Contract is not available, the liability is equivalent to the amount published for the license on the Provensec website on the date of commencement of license.
- From clause 7.1 to 7.7, the liability is limited, whether it is a single incident or a series of circumstances leading to an incident.
- The licensor’s liability to the licensee and its associates include –
- Liability under the Standard License Terms,
- Liability for misrepresentation (other than fraudulent),
- Liability for breach of care or any other act or omission of negligence related to the product, including misstatement,
- Liability under a statute, and
- Liability of any nature in connection a product licensed under the Standard License Terms by the licensee.
- A license granted under the Standard License Terms shall terminate automatically when it is stated to be terminated in the Standard License Terms or the Sale Contract.
- The licensor has an exclusive right to terminate the license given to a licensee if –
- The licensee fails to make a payment payable as per the contents of a Sale Contract.
- The licensee commits a non-trivial breach, and it fails to remedy the said breach within a period of 7 days.
- If a license is terminated as per the conditions given in clause 8.2, it shall be considered as a repudiatory breach of the license.
- Any notice to be sent by either party shall be valid only if and only if it is sent in writing via a pre-paid courier service or postal service, fax, or email.
- The Standard License Terms represent the entire terms of the license granted by the licensor in favour of the licensee.
- The license granted under the Standard License Terms shall not be enforceable by any third-party.
- If either party fails to enforce any clause or sub-clause of the Standard License Terms or any such enforcement is delayed, it shall not constitute as a waiver of that clause or sub-clause or other rights under the license.
- In an event when one or more clause(s) or sub-clause(s) of the Standard License Terms is found by a court or tribunal of competent jurisdiction to be invalid, unlawful, void ab initio, or unenforceable, then such clause(s) or sub-clause(s) shall be severed from the remaining parts of the license and these remaining parts shall continue to remain valid.
- The license, along with any contractual or non-contractual matters, whether associated or rising thereof, shall be exclusively governed by and construed in accordance with the laws of the Kingdom of the Netherlands.
- Any claim, dispute, controversy, or proceedings with respect to this license between the parties, namely the licensor and the licensee, shall be subject to the exclusive jurisdiction of the courts of the Kingdom of the Netherlands except in cases when a claim is brought against the licensee by the licensor.
- The licensor is entitled to bring a claim against the licensee where it is established, domiciled, resident or habitually resident has a place of business or any office including liaison office.