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Downloading Sencel's software requires that you consent to the General license terms and general condiftions of Sencel.

Please read the agreement below carefully and indicate your acceptance or cancellation by clicking on the accept or cancel button at the bottom of the page.

General license terms and general conditions of Sencel


Install The installation of the Software into a permanent memory on the System, e.g. hard disk, CD ROM or other storage device.
License Fee The license fee as specified in the License Agreement.
Licensed Software Software and/or associated media and materials as specified in the License Agreement.
Sencel Sencel Bioinformatics AS (Org.no. 983 558 526), Oslo, Norway, a Norwegian limited company.
Software Software developed or marketed by Sencel.
System The system as specified in the License Agreement.
The Agreement The License Agreement and these General Terms and Conditions jointly.
Use The copying, transmitting or loading of the Software into the temporary memory (RAM) of a computer or the utilization of Software in a CPU.


Sencel grants Customer a limited, non-exclusive and non-transferable right to Use the Licensed Software on the System for the Customer's internal use in its organisation, subject to the License Agreement concluded between the parties, and these General Terms and Conditions.


(a) download one copy of the Licensed Software for Use on the System;

(b) Install the number of copies of the Licensed Software on the System as is necessary to Use the Licensed Software in accordance with the Agreement;

(c) Use the Licensed Software on the System on the number of CPUs in concurrent use as specified in the License Agreement;

(d) download, Install and use the instructional and/or operational manuals as is necessary to Install and Use the Licensed Software;

(e) support of the Licensed Software at such support charges as specified by Sencel at any time.


(a) not to perform any of the acts referred to in this sub-section (a) except to the extent and only to the extent permitted by the applicable law to the Licensee as a lawful user (i.e. a party with an express right to use) of the Licensed Software and only then for the specific limited purposes stated in such applicable law or hereunder. The Licensee undertakes:

(i) not to copy the Licensed Software other than as specified in Section 3;

(ii) not to translate, adapt, vary, modify the Licensed Software;

(iii) not to disassemble, decompile or reverse engineer the Licensed Software;

(iv) not to remove or circumvent, or attempt removal or circumvention, of any technical device which may have been applied to protect the Licensed Software in any way and/or to prevent unauthorized copying or other unauthorized use, including but not limited to use of the Licensed Software in excess of the agreed number of CPUs in concurrent use or any license period.

(b) to maintain accurate and up-to-date records of the number and location of all copies of the Licensed Software;

(c) to Install and Use Software only as explicitly permitted, and to supervise and control that such Install and Use is in accordance with the terms of the Agreement;

(d) to replace the current version of the Licensed Software with the upgraded version forthwith upon notification;

(e) not to remove or change any message, label or note on the Licensed Software, nor remove or change any indication concerning Intellectual Property from or in the Licensed Software or materials, including any indications concerning the confidential nature of the Licensed Software.

(f) to reproduce and include the copyright notice of Sencel on all and any copies, whether in whole or in part, in any form, including partial copies or modifications of the Licensed Software made herein;

(g) not to provide or otherwise make available the Licensed Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than the Licensee's employees without prior written consent from Sencel;

(h) within fourteen (14) days after the date of termination or discontinuance of this Agreement for whatever reason, to return or destroy (as Sencel shall instruct) the Licensed Software and all copies, in whole and in part, in any form including partial copies or modifications of the Licensed Software received or downloaded from Sencel or made in connection with this Agreement and all documentation relating thereto and to furnish Sencel with a certificate, certifying that the same has been done, unless the Licensee has obtained Sencel's prior written authorization to retain one copy for archive purposes only.


(a) Sencel shall upon the making available for download of the Licensed Software invoice the Licensee for the License Fee. The Licence Fee shall be due and payable by the Licensee to Sencel within fourteen (14) days after the date of invoice. Sencel may amend the License Fee from time to time by giving to the Licensee not less than thirty (30) days prior notice thereof.

(b) The Licensee may be subject to an additional charge if upgraded versions of the Licensed Software are made available for download. Such additional charge for upgrades shall become payable within thirty (30) days of availability unless the Licensee notifies Sencel that it will not use such upgrades within such period.

(c) Where the Licensee is paying annual Licence Fees, the Licensee may request Sencel to convert to a one-time payment Licence and Sencel shall, upon acceptance of such request, notify the Licensee of the appropriate payment to be made.

(d) An additional fee is payable for each CPU of the System upon which the Licensee wishes to Use the Licensed Software in excess of the number specified in the License Agreement. In the event that the System is inoperable or requires or is under repair, the Licensee shall report the same to Sencel for permission to Use the Licensed Software on a back-up system at no extra charge, until the System is operational.

(e) All charges and fees hereinbefore referred to are exclusive of and net of any taxes, duties or such other additional sums including, but without prejudice to the foregoing generality, value added or purchase tax, excise tax, tax on sales, property or use, import or other duties, whether levied in respect of the License Agreement, the Licensed Software, its use or otherwise.


(a) The Licensee acknowledges that Licensed Software in general is not error-free and agrees that the existence of such errors shall not constitute a breach of this Agreement.

(b) In the event that the Licensee discovers a material error which substantially affects the Licensee's Use of the same and notifies Sencel of the error within 90 days from the date of this Licence (the "warranty period") Sencel shall at its sole option either refund the Licence Fee or use all reasonable endeavours to correct by patch or new release (at its option) that part of the Licensed Software which does not so comply PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Licensed Software not performed by Sencel or caused by its incorrect use, abuse or corruption of the Licensed Software or by use of the Licensed Software with other Licensed Software or on equipment with which it is incompatible.

(c) To the extent permitted by the applicable law, Sencel disclaims all other warranties with respect to the Licensed Software, either express or implied, including but not limited to any implied warranties of merchantability or fitness for any particular purpose.

(d) Although Sencel does not warrant that the Licensed Software supplied hereunder shall be free from all known viruses it has used commercially reasonable efforts to check for the most commonly known viruses prior to packaging but the Licensee is solely responsible for virus scanning the Licensed Software.


(a) Sencel shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the License Agreement, the Licensed Software, its use, support or otherwise, except to the extent to which is unlawful to exclude such liability under the applicable law.

(b) Notwithstanding the generality of (a) above, Sencel expressly excludes liability for consequential loss or damage which may arise in respect of the Licensed Software, its use, the System or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.

(c) In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason and Sencel becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the annual Licence Fee or 50 % of the one-time Licence fee.


(a) The Licensee acknowledges that the following is to be considered as the intellectual property of Sencel ("Intellectual Property"):

(i) The Software and any product, material or service relating thereto, including but not limited to source-code, object-code, all documentation and manuals, software design or other designs, data registers, databases, interface, algorithms, ideas, concepts, sketches, diagrams and technical data, which Sencel, any of it's employees or any subcontractor, has conceived, originated, made, developed or used in connection with the Software, whether or not registered or protected by copyright or patent devised or acquired by Sencel;

(ii) Any trademark(s), trade name(s), logo(s) or product name(s) for which Sencel use and/or is the registered proprietor of, and which are related to the Software, including but not limited to "ParAlign"; and

(iii) "Sencel" and other company names used by Sencel, hereunder, but not limited to all names starting with "Sencel".

(b) The Licensee acknowledges that Sencel has and remains exclusive rights to any and all of the Intellectual Property, and the Licensee shall not during or at any time after the expiry or termination of the License Agreement in any way question or dispute these rights.

(c) The Licensee also acknowledges that it may only use Intellectual Property and other rights belonging to Sencel with the consent of Sencel and during the License Agreement and subject to instructions and guidelines set by Sencel at any time.

(d) The Licensee shall not during or after the expiry or termination of this Agreement, without the prior written consent of Sencel, use, adopt or apply for registration of any name, trade name, trading style, domain name or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any of the Intellectual Property.

(f) The Licensee shall indemnify Sencel fully against all liabilities, costs and expenses that Sencel may incur as a result of work done in accordance with the Licensee's specifications involving infringement of any patent or other proprietary right.


(a) Any information, data, drawings, specifications, documentation, software listings, source or object code, which Sencel may have imparted and may from time to time impart to the Licensee relating to the Licensed Software or this Agreement, is proprietary and confidential ("Confidential Information").

(b) The Licensee hereby agrees that it shall use Confidential Information solely in accordance with the provisions of the Agreement and that it shall not at any time during or after expiry or termination of the Agreement, disclose the same, whether directly or indirectly to any third party without Sencel's prior written consent.
(c) The Licensee further agrees that it shall not itself or through any subsidiary, agent or third party modify, vary, enhance, copy, sell, lease, license, sub?license or otherwise deal with the Licensed Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any Licensed Software or other program written or developed for it based on any Confidential Information.

(d) The Licensee is obligated to inform employees and other persons under the authority, control or supervision of the Licensee, of the Agreement. The Licensee shall ensure that employees, agents, vendors, contractual partners, and any other person under the authority, control or supervision of the Licensee, respects the Agreement. The Licensee shall immediately inform Sencel in writing if non-authorized use is discovered or if such use is suspected.

(e) The foregoing provisions shall not prevent the disclosure or use by the Licensee of any Confidential Information that is or hereafter, through no fault of the Licensee, becomes public knowledge or to the extent permitted by law.


Sencel shall have the right at all reasonable times to inspect the premises of Licensee in order to determine and verify Licensee compliance with the Agreement.


Sencel shall be under no liability to the Licensee in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the control of Sencel which shall include (but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion, including acts of local government and parliamentary authority; inability to supply the Licensed Software, materials or support; the breakdown of equipment and labour disputes of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) work to rule, overtime bars, strikes and lockouts and whether between either of the parties hereto and any or all of its employees and/or any other employer and any or all of its employees and/or between any two or more groups of employees (and whether of either of the parties hereto or any other employer).


(a) In addition to provisions for termination as herein provided, Sencel may by notice in writing to the Licensee terminate this Agreement, in whole or at Sencel's sole option with respect only to the support, if any of the following events shall occur, viz.:

(i) if the Licensee is in breach of any term, condition or provision of this Agreement or required by applicable law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice of such breach from Sencel;

(ii) if the Licensee, being a body corporate shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation) shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts.

(b) Upon termination, the Licensee shall pay to Sencel all costs and expenses, including legal and other fees incurred and all arrears of fees, charges or other payments arising in respect of the Licensed Software or this Agreement or otherwise.

(c) Termination, howsoever or whenever occasioned shall be subject to any rights and remedies Sencel may have under this Agreement or in Law.


The Licensee shall not assign or otherwise transfer all or part of the Licensed Software or this Agreement without the prior written consent of Sencel.


Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice that party's rights to take subsequent action.


The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of these terms and conditions of this Agreement.


In the event that any of the terms, conditions or provisions contained in this Agreement shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.


Any notice to be given by either party to the other must be in writing and be sent by to the address, mail address, e-mail address or facsimile number of the other party as appearing herein or such other address as such party may from time to time have communicated to the other in writing. Any such notice shall be considered to have been given at the time when actually delivered if delivered by hand, or upon the next working day following sending by facsimile or e-mail or in any other event within 4 days after it was mailed in the manner hereinbefore provided.


Any variation to the License Agreement, these General Terms and Conditions, or any other conditions of Licensee, shall not apply unless accepted by Sencel in writing.


(a) All contracts made between Sencel and Licensee and these General Terms and Conditions shall be governed by and interpreted in accordance with Norwegian law.

(b) In case of a dispute between the parties which can not be solved by negotiations, the Licensee hereby submit for the benefit of Sencel/Distributor, to the jurisdiction of the Norwegian courts, with the Oslo City Court as due venue. Nevertheless, Sencel has the right to instigate legal proceedings in the country where the Customer has its place of residence or perform business activities.

Yes, I do accept the Agreement.

No, I do not accept the Agreement.