“Add-ons” means any new releases of new products/modules, provided to customers on the BAMinde Subscription at the prices agreed between the parties. “Agreement” means the Order Form and these Terms of Service and any other documents incorporated by reference. “Bespoke Modifications” means any customer-specific development work agreed upon in a separate Order Form or Statement of Work (“SOW”) that is explicitly identified in writing as Bespoke Modifications in the Order Form or SOW. “Bribery Laws” means the Criminal Justice (Corruption Offences) Act 2018 and all other applicable Irish laws, legislation, statutory instruments and regulation in relation to bribery or corruption and any similar or equivalent laws in any other relevant jurisdiction. “Commencement Date” means the date of Customer signature of the Order Form or the date Customer clicks the subscribe now button where signing up through the online payment portal, unless otherwise specified in the Order Form. “Customer Data” means Materials provided to BAMinde by Customer that is uploaded or hosted on or integrates with any part of the Product by Customer, excluding Non-BAMinde Materials. “Documentation” means the description and instructions of the relevant Product and/or Professional Services available at https://BAMinde.io/docs/. “Fees” means the fees as described in the Order Form. “Initial Subscription Term” shall be one (1) years from the Commencement Date, unless otherwise defined in the Order Form, unless terminated earlier as provided in this Agreement. “Intellectual Property Rights” means all patents, copyrights, design rights, trademarks, service marks, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world. “Non-BAMinde Materials” means Materials provided, (i) controlled or owned by or on behalf of a third party or (ii) open source software, the use of which is subject to a separate agreement or licence between the Customer and the relevant third party (including such Non-BAMinde Materials which may be linked to, interact with or used by the Product or Professional Services); “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. “Materials” means all services, data, information, content, software code, Intellectual Property Rights, websites, software, tools and other materials; “Order Form” means the order form, agreed to by the Parties in connection with this Agreement. “Product” means the ‘BAMinde Platform’ a cloud-based developer tooling platform and service catalogue based on the open-source technology, Backstage, as described in the Documentation. “Professional Services” means the Professional Services as detailed in the Order form. “BAMinde” means Larder Software Limited, trading as BAMinde, a company incorporated in Brampton whose registered number is 1468402-8 and whose registered office is at 152 Fanshawe Drive, Brampton, ON L6Z 1B1; “BAMinde Materials” means Materials provided by or on behalf of BAMinde in connection with the Product or Professional Services, but excluding all Customer Data. “BAMinde Platform Subscription” means the subscription to use the Product commencing on the Commencement Date. “BAMinde Platform Subscription Fee” means the fee for the BAMinde Platform Subscription set out in the Order Form. “Subscription Term” means the period beginning on the Commencement Date and continuing until terminated as provided in this Agreement. “Third Party Solution” means any product, service, content or item of a third party contracted to provide products or services to Customer or code or content licensed on a proprietary or non-proprietary basis to Customer that was not developed by Customer. “Tools” means (i) Materials used in providing the Product and Professional Services which constitutes pre-existing proprietary material owned by BAMinde (or some other third party, as applicable); and/or (ii) Materials which have been newly developed by BAMinde in the case of performing the Professional Services for the Customer but which does not contain information confidential to Customer or is of a routine generic or non-customer specific nature. “Update” means a maintenance update, patch or bug fix which does not constitute an Add-On. “Users” means individuals who are authorised by Customer to access and use the Product on behalf of Customer, and who have been supplied user identifications and login credentials by Customer. Users may include employees, consultants, contractors and agents of Customer.
2.1 Provision of the BAMinde Platform Subscription. Subject to the terms and conditions of this Agreement and the applicable Order Form, and upon Customer’s payment of the applicable Fees, BAMinde (i) grants Customer, a non-exclusive, non-transferable, license for the duration of the Subscription Term, for Users to access and use the Product and Updates (including the Documentation) in support of the Customer’s internal business operations in accordance with the edition of the Product to which they have subscribed (“Teams” or “Growth”) as described at https://BAMinde.io/pricing/ and (ii) grants Customer a non-exclusive, non-transferable, licence to use the results of the Professional Services as set out in the Order Form for the Subscription Term. Customer’s right to access and use the Product is limited to Customer’s internal business use only. Customer’s right to access and use the Product is limited to the number of seats or Users specified in the edition to which Customer has subscribed. Customer agrees that its purchase of the Product is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by BAMinde regarding future functionality or features. 2.2 Customer Responsibilities. Customer shall (i) be responsible for its Users’ compliance with any User instructions set out in the Documentation and with the terms of this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Product, and notify BAMinde promptly of any such unauthorized access or use, (iii) be responsible for Customer’s and Users’ use of any Customer Data including without limitation any use of Customer Data in violation of applicable laws and regulations, (iv) use the Product and related Professional Services only in accordance with the terms of this Agreement and applicable laws and government regulations, (v) be responsible for obtaining the appropriate licences for any Third Party Solution, ensuring that such licences cover BAMinde’s use for the performance of the Product and Professional Services and to comply with the terms and conditions of such licences. Customer acknowledges that BAMinde makes no comment and accepts no responsibility in relation to the suitability of the services and/or security provided by any Third Party Solution, the Customer is responsible for ensuring that all Third Party Solution services and security procedures are adequate for their needs. If individual consents are required to collect, use, transfer or otherwise process any Customer Data, including without limitation Customer Data subject to data privacy laws and regulations, Customer shall be solely responsible for obtaining all such consents. Customer shall not (a) make the Product or results of Professional Services available to anyone other than Users, (b) sell, resell, rent or lease the Products or Professional Services, (c) interfere with or disrupt the integrity or performance of the Product or Professional Services or any content contained therein, or (d) attempt to gain unauthorized access to the Product or Professional Services or the underlying systems or networks or (e) share User log-ins between personnel to circumvent maximum Users limited under the BAMinde edition to which Customer is subscribed. 2.3 Third-Party Solutions. When the customer accesses any Third Party Solution in connection with the use of the Product or Professional Services, the Customer agrees and acknowledges that (a) BAMinde is not responsible for interruptions of services or to the Product caused by the Third Party Solution provider or Customer Data and (b) the Customer is solely responsible for licensing the use of Third Party Solutions and Customer Data accessed in connection with the Product and Professional Services. 2.4 Additional Services. To the extent that Customer requires any additional products or services, such as Bespoke Modifications, program modifications or additions, new modules (which add new functionality), Add-Ons (which have different names and different functionality from the Product and Professional Services), Professional Services including consulting, Customer may order such additional products and/or services pursuant to an Order Form or written statement of work mutually agreed to by the Parties. Additional services (including, without limitation, Professional Services including consulting) may be provided by BAMinde upon payment of additional fees agreed by the parties.
3.1 Fees. The fees payable for the BAMinde Platform Subscription and Professional Services are as set forth in the Order Form. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in Euro or United States Dollar and payable in the currency in which they are quoted, (ii) exclude VAT and sales taxes (iii) payment obligations are non-cancellable and fees paid are non-refundable. 3.2 Expenses. Customer shall reimburse BAMinde for all reasonable expenses incurred by BAMinde with the prior approval of Customer in the performance of implementation or requested Professional Services. Records of reimbursable expenses including statements and receipts shall be provided to Customer along with the invoice to which they pertain. 3.3 Overage. If the Customer is using the Product over the amount of seats or licences purchased, BAMinde shall invoice the Customer and Customer shall pay BAMinde an amount equal to such underpayment in accordance with the prices set out in the Order Form pro rata from the date overage commenced until the end of the Subscription Term. 3.4 Invoicing and Payment. Fees will be invoiced in advance in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due thirty (30) days from the invoice date. Fees shall be paid by electronic funds transfer or, where Customer signed up via the BAMinde website, by payment card accepted by Stripe or other reputable provider of payments processing used by BAMinde to process payments. All fees shall be paid by electronic funds transfer. If any amounts invoiced hereunder are not received by BAMinde by the due date, then such amounts shall accrue interest at the rate of 8% above the base rate of the ECB on the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Customer is not permitted to use chargebacks against its payment card payments. If an unwarranted chargeback appears against a Customer payment, BAMinde can terminate this Agreement without further liability to Customer at BAMinde’s sole discretion. 3.5 Suspension of access to the Product or the provision of Professional Services. If any charge owing by Customer is thirty (30) days or more overdue, BAMinde may, without limiting its other rights and remedies, suspend Customer’s ability to access and use the Product and suspend the delivery of the Professional Services until such amounts are paid in full. Notwithstanding the foregoing, BAMinde shall not be able to suspend the access to and use of the Product for overdue invoices that are the result of a good faith dispute between the Parties, provided such dispute is resolved within 60 days of the invoice becoming overdue.. 3.6 Taxes. Customer agrees to pay all applicable taxes levied by any tax authority on the Product or Professional Services or on Customer’s use thereof, which shall be separately invoiced, excluding taxes based on the net income of BAMinde. Customer shall provide to BAMinde any certificate of exemption or similar document required to exempt any transaction under this Agreement from sales tax or other tax liability.
4.1 Reservation of Rights. Except as detailed below in section 4.2 and 4.3, as between the Parties, the Product and Professional Services and all Intellectual Property Rights therein, are and will remain the sole property of BAMinde or its licensors, and no rights are granted to Customer with respect to the Product or Professional Services, or the Intellectual Property Rights therein, other than the limited rights and licenses specified in this Agreement. Customer will not access or use the Product or Professional Services, or the Intellectual Property Rights therein, except as expressly permitted by this Agreement. BAMinde uses reasonable efforts to ensure that all open source components provided by BAMinde in connection with the Product or Professional Services are licensed under one of the following licences: Apache-2.0 or MIT. Customer agrees to comply with the terms of the relevant open source licence. 4.2 Bespoke Modifications. Subject to section 4.3 below and provided BAMinde has received payment in full for the Professional Services, the Intellectual Property Rights in any Bespoke Modifications shall automatically vest in the Customer. At the Customer’s request, BAMinde shall execute any deed or document or do anything that may be reasonably required to give effect to the assignment and transfer of the intellectual property rights in such Bespoke Modifications. 4.3 The Customer understands and accepts that BAMinde (or the third party, as appropriate) shall be the owner of and shall at all times retain ownership of the Intellectual Property Rights in the Tools. BAMinde hereby grants (or shall procure to grant) Customer a perpetual, royalty free, transferable, sublicensable, worldwide license to use the Tools in relation to the Bespoke Modifications. 4.4 Bespoke Modifications are Bespoke Modifications only if explicitly identified as such in the applicable Order Form or SOW. Where not identified as Bespoke Modifications, all IP in any developments by BAMinde are as described in section 4.1. 4.5 Restrictions. Customer shall not at any time, directly or indirectly, and shall not permit any User to (i) permit any third party to access or use the Product and/or Professional Services except as permitted herein or in an Order Form, (ii) copy, modify or create derivative works based on the Product, Professional Services or the Documentation, (ii) rent, lease, lend, sell, license, sublicense, publish, frame, mirror or otherwise distribute any part or content of the Product, Professional Services or Documentation, (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Product and/ or Professional Services, in whole or in part, or (iv) access the Product and/or Professional Services in order to (a) build a competing product or service, or (b) copy any content, features, functions or graphics of the Product and/or Professional Services. 4.6 License to Feedback. BAMinde shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Product and/or Professional Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Product and/or Professional Services. 4.7 Customer Data. As between the Parties, Customer owns all right, title and interest in and to all Customer Data; provided that Customer grants BAMinde the right to use the Customer Data to perform its obligations under this Agreement. 4.8 Non-BAMinde Materials. To the extent Non-BAMinde Materials are made available to, or used by or on behalf of the Customer in connection with the use or provision of the Product or Professional Services, such use of Non-BAMinde Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by BAMinde or the third party and not by our Agreement. BAMinde grants no Intellectual Property Rights or other rights in connection with any Non-BAMinde Materials. It is the Customer’s sole responsibility to appropriately license any third party data sources accessed in connection with the Product or any Professional Services.