General license terms and general
conditions of Sencel
|| The installation of the Software into a permanent memory
on the System, e.g. hard disk, CD ROM or other storage device.
||The license fee as specified in the License Agreement.
||Software and/or associated media and materials as specified
in the License Agreement.
||Sencel Bioinformatics AS (Org.no. 983 558 526), Oslo, Norway,
a Norwegian limited company.
||Software developed or marketed by Sencel.
||The system as specified in the License Agreement.
||The License Agreement and these General Terms and Conditions
||The copying, transmitting or loading of the Software into
the temporary memory (RAM) of a computer or the utilization
of Software in a CPU.
2. SCOPE OF THE AGREEMENT
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.
3. GRANT OF THE SOFTWARE LICENSE ENTITLES THE LICENSEE TO:
(a) download one copy of the Licensed Software for Use on the
(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.
4. THE LICENSEE UNDERTAKES:
(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
(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
(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.
5. LICENCE FEE
(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.
7. SENCEL'S LIABILITY
(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
8. COPYRIGHT, PATENTS, TRADE MARKS AND OTHER INTELLECTUAL PROPERTY
(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
(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.
9. CONFIDENTIAL INFORMATION
(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
(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.
11. FORCE MAJEURE
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
(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,
(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
(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.
19. GOVERNING LAW. DISPUTES.
(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.