For the purposes of this Agreement, the following words and expressions shall have the meanings set forth below:
“Confidential Information” means the information defined in Clause 6.
“Intellectual Property Rights” means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, database rights, design rights, know-how rights, confidential information rights, invention rights (whether registrable or not), and all other intellectual property and proprietary rights (whether registered or unregistered, including any applications for the foregoing and all rights to enforce the foregoing), and all similar or equivalent rights that may exist anywhere in the world.
“License” means the license to use the Software as specified in the applicable Sales Order and in this Agreement.
“License Term” means the duration of each License as specified in the applicable Sales Order.
“Sales Order” means a completed copy of BSNSWORLD LLC’s standard sales order form for software and related services.
“Software” means the executable version of BSNSWORLD LLC software as specified in the applicable Sales Order, including any modifications or future releases of such software that BSNSWORLD provides to the Client as part of the Support Program.
“Support Program” means the technical support and maintenance services specified in the current BSNSWORLD Support Program description published at
https://bsnsworld.com/SupportPolicy.
“User” means any individual who is an employee or contractor of the Client and authorized by the Client to use the Software in accordance with the applicable Sales Order and this Agreement.
BSNSWORLD LLC grants the Client under this Agreement the following non-exclusive, non-transferable, worldwide licenses, without the right to sublicense, for the License Term, and subject to the scope limitations and provisions of this Agreement.
The Software includes software components provided by third parties that are subject to copyright license agreements. The Client’s use of third-party components shall be governed and bound by the applicable third-party license and not by this Agreement.
The Client shall be responsible for all fees associated with any third-party components used within the Software, including but not limited to license fees, subscription fees, and support fees.
The Licensor shall not be responsible for any third-party component fees, even if such fees arise from modifications or enhancements made by the Licensor to the Software.
All rights relating to the Software, documentation, and all other intellectual property rights belonging to BSNSWORLD LLC that are not expressly granted to the Client are reserved by BSNSWORLD LLC.
The Client may not make the Software or documentation available to any third party as part of any rental, time-sharing, cloud services (ASP, SaaS), or service bureau arrangement.
Except as specified in the Sales Order, the Client may use the Software and documentation solely for its internal business purposes.
All Software provided under this Agreement is licensed, not sold.
Between BSNSWORLD LLC and the Client, all intellectual property rights in the Software and documentation, and any derivative works, improvements, or enhancements created or developed by or on behalf of BSNSWORLD LLC, or created by the Client in violation of BSNSWORLD LLC intellectual property rights, shall belong to BSNSWORLD LLC.
The Client acknowledges that the Software (including its structure, organization, and code) and documentation constitute trade secrets and valuable proprietary property of BSNSWORLD LLC.
The Client shall not remove, obscure, or modify any copyright notice, patent notice, confidentiality notice, trademark, or proprietary notice appearing on or within the Software or documentation.
Except as permitted by applicable law or required by BSNSWORLD LLC licensors, the Client shall not:
Decompile the Software
Attempt to derive source code from the executable code
Create derivative works based on the Software
The Client shall be solely responsible for the management, security, and integrity of all data entered, stored, and maintained within the Software.
This includes, but is not limited to:
Data backups
Data recovery procedures
Measures to prevent data loss
BSNSWORLD shall not be responsible for any loss, corruption, or damage to Client data or for the adequacy of any backup procedures followed by the Client.
The Client is advised to implement reliable backup and recovery procedures to ensure data security and availability.
Annual Subscription
The Client shall pay BSNSWORLD LLC the license fee for the use of the Software and subscription to the Support Program (collectively referred to as the “Subscription Fees”) in the agreed amount.
All payments must be made within thirty (30) days from the date of receiving the BSNSWORLD LLC invoice.
If the subscription is not renewed within one month, BSNSWORLD LLC shall have the right to suspend the subscription while retaining the subscriber’s full data and files for a maximum period of three additional months, during which the Client will be granted full access to retrieve and export its data in a usable format without any additional fees.
BSNSWORLD LLC warrants to the Client that:
The Software provided under this Agreement shall perform its material functions in accordance with the applicable specifications set forth in the documentation for a period of six (6) months after delivery, or any other warranty period specified in the Sales Order.
BSNSWORLD LLC shall use commercially reasonable efforts to ensure that the Software does not contain any:
computer virus
Trojan horse
worm
time bomb
lock device
cancelbot
or similar malicious code.
BSNSWORLD LLC and the Client acknowledge that the Software may require a license key to operate. Upon request, BSNSWORLD LLC will provide the necessary keys for the Client to exercise its license rights.
BSNSWORLD LLC shall perform its obligations under the Support Program professionally and in accordance with industry standards.
The warranties in this Agreement are provided solely for the benefit of the Client and may not be extended to any other person or entity.
All Client data remains the property of the Client and may be accessed or exported at any time in full Excel files without requiring permission from BSNSWORLD LLC.
BSNSWORLD LLC shall provide free training using any appropriate means such as:
training rooms provided by the Client
online meetings using video conferencing
This training aims to ensure that the Client’s staff can use the Software efficiently and effectively.
If the Software fails to comply with the warranty stated in Clause 4.1.1 and the Client wishes to exercise its warranty rights, the Client must notify BSNSWORLD LLC within the warranty period.
BSNSWORLD LLC shall have thirty (30) days from receipt of such notice to correct the defect without additional charge.
If it fails to do so, the Client may exercise any rights available under this Agreement and applicable law.
BSNSWORLD LLC shall implement updates or new changes free of charge provided that such changes are applicable to multiple clients and are not exclusive to a specific client.
The implementation timeline shall be determined by BSNSWORLD LLC based on its internal scheduling and estimates.
BSNSWORLD LLC shall provide technical support during the validity of the contract with response times as follows:
Critical failures (system completely stopped or unusable): within 48 working hours
Non-critical failures (system still usable with partial impact): within 72 working hours
The response time starts from the date the issue is reported through the company’s approved support channels.
Each Sales Order begins on its effective date and continues for the period specified in the Sales Order or, if not specified, for one year (“Initial License Term”).
Unless terminated earlier according to clauses 5.3 or 5.4, the Initial License Term shall automatically renew for additional periods of the same duration unless either party provides written notice of non-renewal at least 30 days before the expiration of the current term.
If there is a significant currency change or major increase in development costs, an increase may be applied to the annual subscription fee.
The increase shall not exceed 25% of the last annual subscription fee and cannot be applied until at least five (5) years after the contract date or the last applied increase.
The Client must be notified before the increase becomes effective.
If the Client objects, the Client may terminate the license at the end of the current License Term.
The expiration of discounts or incentives previously granted shall not be considered a fee increase.
The Client may terminate any Sales Order for convenience after fulfilling any minimum terms specified in the Sales Order by providing 30 days written notice.
The Client shall not be entitled to a refund of any paid subscription fees.
If either party materially breaches its obligations and fails to remedy the breach within 30 days after written notice, the non-breaching party may terminate the Sales Order, licenses, or services immediately.
Failure to pay overdue fees within 14 days after written notice shall be considered a material breach.
BSNSWORLD LLC may also:
suspend support services
suspend software licenses
until the breach is remedied.
Upon termination or expiration of any license, the Client must destroy all copies of the Software and documentation within 30 days.
Termination does not relieve the Client from paying any outstanding amounts due before termination.
“Confidential Information” means all information disclosed by either party that is designated as proprietary or confidential or should reasonably be understood to be confidential.
The receiving party shall:
not disclose the information to third parties
protect it with the same degree of care used for its own confidential information
BSNSWORLD confidential information includes:
product information
software
services
pricing
marketing plans
financial information
The terms of this Agreement themselves are also considered confidential.
Confidential information does not include information that:
becomes public without breach
is received lawfully from a third party
was already known without confidentiality obligations
is independently developed
BSNSWORLD LLC shall take reasonable technical and organizational measures to protect Client data from:
loss
unauthorized access
security breaches
malware
according to industry best practices.
The company shall perform periodic backups according to its internal backup policies.
The company shall not be liable for data loss resulting from circumstances beyond its reasonable control.
natural disasters
wars or government actions
major failures of hosting providers or data centers
large-scale cyber attacks
The company will make reasonable efforts to mitigate damage and restore data where technically possible.
The Client shall not be liable for data loss unless proven to result from intentional misuse or violation of system instructions.
In the event of any dispute between the company and the Client regarding this Agreement or the services provided, both parties agree to attempt to resolve the dispute amicably through direct communication.
If it is agreed that the dispute is in favor of the Client, the company shall:
refund the last subscription fee paid in full
assist the Client in obtaining all its system data in a usable format
This clause is binding on both parties and is acknowledged upon signing the contract.