General terms and conditions for licenses
Article 1. Terms
1.1. These Terms govern the use of Laces software provided by Semmtech to the customer and end users of the services (“the Client”). The Terms apply to the preparation and performance of all offers, quotations, activities, and agreements between the Client and Semmtech.
1.2. By accepting a quotation or providing Semmtech with a purchase order that is accepted by Semmtech, or by selecting a box indicating its acceptance, or by logging in to Laces software, the Client engages Semmtech and agrees to these Terms.
1.3 Capitalized words shall have the meaning given in these Terms. In case of a conflict or ambiguity between the documents that form part of any agreement between the Client and Semmtech, these Terms shall prevail.
Article 2. Definitions
Affiliates: a company that is partially or wholly owned by Semmtech.
Agreement: the contract between the Client and Semmtech, signed physically, digitally, or explicitly accepted through an online tool, to which these terms and conditions apply unless agreed otherwise.
Client: the party that signed and/or accepted the Agreement and its Users. Confidential Information: information explicitly marked as a subject of copyright of Parties or Content owned, created, or managed by the Client.
Content: data or information created and managed by Users.
Hosting: providing Laces software and Content via the Internet or intranet under the responsibility of Semmtech.
Laces software: series of instructions written in programming code, developed and exploited by Semmtech, including accompanying documentation, that directs a computer to perform specific tasks or operations.
License: the right to use Laces software.
Party / Parties: the Client and Semmtech.
Semmtech: Semmtech B.V.
Software Provider: Semmtech.
Term(s): these general terms and conditions as described in this document.
Third-Party Material(s): content, data, information, applications, or other materials that are not the property of the Client and/or Semmtech.
Update: a renewal in Laces software that improves its technical functionality or safety, such as security updates.
User: a natural person or a uniquely identifiable software system that legitimately has access to and uses Laces software.
Article 3. License
3.1 Subject to the Terms and any Agreement, Semmtech grants the Client a non-exclusive, non-transferable, and non-perpetual right during the term of the Agreement to use Laces software, as described in the quotation, without the right to grant sublicense(s).
3.2 Laces software, whether provided on disk, in read-only memory, on any other media, or in any other form, is licensed to the Client by Semmtech for use only under the Terms. Semmtech reserves all rights not expressly granted to the Client. The rights granted in these Terms are limited to Semmtech and its licensor’s intellectual property rights of the Laces software and do not include any other patents or intellectual property rights. The Terms will also govern any Laces software upgrades provided by Semmtech that replace and/or supplement the original Laces software unless such upgrade is accompanied by separate or supplement license terms, in which case the terms of that license will govern or supplement the License.
3.3 The Client will not:
(i) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit or make Laces software available to any third party;
(ii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy Laces software, or any of their components;
(iv) access (or allow a third party to access) Laces software for any competitive purpose;
(v) use Laces software to conduct any fraudulent, malicious, or illegal activities.
3.4 If the Client’s use does not comply with the requirements in effect as described in the applicable license, the Client must obtain a license from Semmtech under these Terms or must refrain immediately from using Laces software. Any use of Laces software in violation of the License will automatically terminate any rights to use Laces software.
3.5 Third-Party Materials are licensed under the applicable license, as described or referred to as such in the Agreement.
3.6 The Client is responsible for carefully handling any login information handed to the Client and is accountable for all use of the login information. The Client is not allowed to transfer login information to third parties or let third parties or others use login information if the act conflicts with the interests of Semmtech.
3.7 Semmtech has the right to undertake technical measures to protect the Laces software against unpermitted use. Semmtech is entitled to check, if necessary, on location if the Terms are complied with.
3.8 The Client agrees that individual Users working under the Client’s License will personally agree to the End User License Agreement (EULA) upon logging in for the first time in order to commit the user to the terms and conditions agreed upon with the Client.
Article 4. Administration and Maintenance
4.1 Semmtech has the right to improve Laces software at its own discretion and to enrich or renew Laces software through new releases. Semmtech will notify the Client if a change affects the Client.
4.2 The Terms apply to all versions of Laces software that the Client uses, whether or not the Client has knowingly or unknowingly gained access to a renewed replacement of a predecessor from Semmtech or another party unless specified otherwise in the Terms.
4.3 If the Client identifies a bug or error in Laces software, the Client must describe the bug or error in as much detail as possible and as soon as possible to reproduce a bug or error.
4.4 After notification, Semmtech will execute standard procedures and do its best to restore bugs or improve new versions of Laces software. Results will be communicated with the Client depending on the urgency level and term defined by Semmtech. Semmtech has the right to offer temporary solutions and workarounds or to implement problem-preventing functionalities in Laces software.
Article 5. Hosting
5.1 If Semmtech offers separate data storage and Laces software via Hosting, then Semmtech will put in a commercially reasonable effort to offer the License Holder 24 hours a day, seven days a week, the latest version of Laces software, except for planned unavailability for maintenance. Maintenance will be executed within announced time frames and not within office hours as much as possible.
5.2 Semmtech has the right to contract third parties for Hosting.
5.3 If Semmtech is responsible for Hosting, then Semmtech will put in as much effort as can reasonably be expected to secure information for loss, theft, and unauthorized access. If the Client uses the Software on a local computer, then the Client is responsible for storage, backups, and security.
5.4 If Semmtech is responsible for Hosting, then Semmtech will ensure there is at least one backup of data files each working day (excluding national holidays and weekends). This backup is made only to prevent loss in case of calamities like fire or a brownout so that Semmtech can continue Hosting. The backup will only be transferred to the Client if agreed upon.
5.5 If Semmtech is not responsible for Hosting, then the Client is responsible for installing and maintaining the required hardware and software.
5.6 If the Client and Semmtech agree to provide Hosting services, the Hosting can be terminated, giving notice of termination taking into account three (3) months, starting on the first day of the next full calendar month, unless parties agree otherwise.
5.7 Hosting services can only be provided with a License for Laces software. Termination or extension of a License will automatically terminate or extend the Hosting. If Hosting is terminated and all invoices have been paid, Semmtech will hand over the data belonging to the Client if agreed upon.
5.8 If Hosting is terminated, the Client’s data will be stored for one month unless the Parties agree otherwise. Semmtech is not obliged to store the Content for a longer period, nor is Semmtech obliged to inform the Client of the permanent deletion of its data.
Article 6. Use of Third-Party Material and Open Source Programs
6.1 Content created by the Client is property of the Client, but Semmtech and or licensors of Semmtech own the right, title, and interest to Laces software.
6.2 Laces software may enable the Client to access and use Content, data, information, applications, or other Third-Party Material. Semmtech has no responsibility and gives no warranty or guarantee whatsoever for the correctness or completeness of the information provided by third parties and Third-Party Material. The use of Third-Party Material can be subject to additional terms. The Client is expected to be informed of and agree upon terms of third parties if the Client makes use of Third-Party Material.
6.3 Software possibly presents or contains Third-Party Material(s) or makes the before mentioned available or may contain links to Third-Party Material(s). By using Laces software, the Client acknowledges and accepts that it is not the obligation of Semmtech to inspect or evaluate legitimacy, decency, timeliness, consistency, applicability, quality, conformance with property rights, or any other aspect of such Third-Party Material(s) or links to third parties. Semmtech accepts no responsibility at all for such material.
6.4 The Client acknowledges that open source programs are distributed under the terms of the open source license applicable to each such program and only such license. Any rights associated with open source programs are applicable to only that program and not to any programs owned by Semmtech or its licensors. Where required by open-source licenses, the appropriate references are made in Laces software.
6.5 The Client acknowledges that it needs to obtain its own copy, account, or subscription of any program that is identified by Semmtech as Third-Party Material(s) embedded in Laces software.
6.6 Third-Party Material(s) in Laces software is made available for the Client’s convenience. The Client agrees not to use Third-Party Material(s) in any way that conflicts with the interests of the third party or its legal rights and that Semmtech cannot be held responsible for incorrect use on the Client’s part.
Article 7. Performance
7.1 Semmtech shall do its best efforts to deliver the Laces software carefully and independently, to promote the Client’s interests to the best of his ability, and to achieve a result that is useful to the Client. To the extent necessary, Semmtech shall keep the Client advised of the progress of the work.
7.2 If Semmtech agrees to delivery terms for Laces software, these periods are approximations only unless the Agreement explicitly states otherwise. If the stipulated period is exceeded, the Client must give Semmtech notice of default in writing.
7.3 Unless otherwise agreed, the performance of tests and the assessment of whether the Client’s instructions, data, and materials are correct or comply with statutory or quality standards do not fall within the scope of the Lace’s software License.
7.4 The Client warrants that there are no third-party rights that are inconsistent with providing Semmtech with equipment, software, materials intended for websites (visual material, text, music, domain names, logos, etc.), databases, or other materials, including draft material, intended for use, adaptation, installation or incorporation (for example, in a website). The Client shall indemnify Semmtech against any action based on the claim that such provision, use, adaptation, installation, or incorporation infringes third-party rights.
Article 8. Use of Laces software
8.1 The Client will not (or no longer) be permitted to use Laces software:
a. from the moment that the Client fails to fulfill his payment or other obligations under the Agreement or to do so in full, or is otherwise in default unless the default is insignificant by reference to the overall scope of the work;
b. if the License is terminated (early) for any reason whatsoever unless the consequences are contrary to the principles of reasonableness and fairness.
Article 9. Confidentiality
9.1 Any and all information including, but not limited to, all intellectual property rights concerning Laces software is deemed confidential (“Confidential Information”).
9.2 Any and all information including, but not limited to, all intellectual property rights with respect to the Client’s data is deemed Confidential Information.
9.3 Both parties must keep the Confidential Information confidential. The same duty of confidentiality in respect of such facts and circumstances must be imposed on any third parties engaged in the performance of the work commissioned.
Article 10. Privacy and Personal Data Processing
10.1 Semmtech shall comply in all material respects with the obligations ensuing from the directive, and all other applicable obligations ensuing from the Dutch Data Protection Act. Semmtech will not collect, store, or process personal data in any way other than necessary for the required performance of the Agreement. Semmtech declares to apply measures to protect personal data, and if necessary, Semmtech will inform the Client and authorities of a security breach.
Article 11. Consent to collection and use of data.
11.1 The Client agrees that Semmtech and its subsidiaries and agents may collect, maintain, process, and use diagnostic, technical, usage, and related information that is collected and gathered periodically to facilitate the provision of software updates, product support, and other services to the Client (if any) related to Laces software, and to verify compliance with the Terms. Semmtech may use this information, as long as it is collected in a form that does not identify the Client or constitute personal data, to provide and improve products and services.
Article 12. Intellectual Property Rights
12.1 Intellectual property rights that are owned, acquired, or generated by the Client, prior to or beyond the scope of the Agreement, remain with the Client. All data and materials from the Client remain the property of the Client.
12.2 Unless otherwise agreed, all drawings, illustrations, prototypes, models, templates, drafts, sketches, films, and other materials or (electronic) data files made by Semmtech in the course of executing the services will remain Semmtech’s property, irrespective of whether they were made available to the Client or third parties.
12.3 Unless otherwise agreed, all intellectual property rights arising from the work commissioned – including patents, design rights, and copyrights – will vest in Semmtech. If any such rights can be acquired only by registration, Semmtech will have the sole and exclusive power to effect such registration.
12.4 The Client shall not be allowed to remove or modify any designation concerning the confidential nature, copyrights, trademarks, business names, or other intellectual property rights from Laces software.
12.5 All intellectual property rights provided or developed under the Agreement shall be held solely by Semmtech, its licensors, or suppliers. The Client shall only acquire the rights of use expressly granted in the Agreement and by law. Any other or more extensive right of the Client to reproduce Laces software shall be excluded. A right of use to which the Client is entitled is always non-exclusive and non-transferable to third parties.
Article 13. Third-Party Notices Software
13.1 Parts of Laces software may utilize or include copyrighted Third-Party Material. Acknowledgments, licensing terms, and disclaimers for such material are contained in the electronic documentation of Laces software, and the Client’s use of such material is governed by their respective terms. By using Laces software, the Client agrees that the use of the software is governed by the Terms and/or the terms and conditions of any applicable license agreements or notices indicated by Third-Party Material(s).
13.2 Semmtech shall, to the best of its ability, include references to other license agreements or Third-Party Materials in a quotation, the documentation of Software, or otherwise.
Article 14. Termination of the Agreement
14.1 Upon the termination of an Agreement concerning licenses, the Client must cease all use of Laces software, and destroy all copies, full or partial, of Laces software, if hosted by the Client. Articles that are intended to survive the end of the license, for example, regarding ownership and confidentiality, shall survive any such termination.
14.2 If the Client gives notice of termination of the Agreement, it must pay the license fee until the date of termination. Parties are never liable for damages for the termination of the Agreement.
14.3 Both Semmtech and the Client will have the right to terminate the Agreement in whole or in part with immediate effect if the other party is declared bankrupt or is granted a suspension of payments (whether or not provisional). If the Client is declared bankrupt, Semmtech will have the right to terminate the right of use granted. In case of bankruptcy of Semmtech, Parties will agree and determine an exit plan in due course.
14.4 The Client shall only be entitled to rescind the Agreement if Semmtech imputably fails to perform material obligations under the Agreement and in all cases after having received written notice of default, which is as detailed as possible and in which it has been given a reasonable time period to remedy the breach. In the event of termination by the Client on the grounds as described, the performance already completed and the related payment obligation will not be subject to cancellation, unless the Client provides evidence that Semmtech is in default of that performance. Amounts that Semmtech has invoiced before the dissolution for work performed or appropriately delivered under the Agreement will remain payable in full with due observance of the previous sentence and will fall due immediately upon termination.
Article 15. Price and Payment
15.1 Unless agreed otherwise, payments must be made within thirty (30) days of the invoice date. If Semmtech has not received payment (or payment in full) at the end of that term, the Client will default and owe interest at the statutory rate. All costs incurred by Semmtech in connection with overdue payments, such as costs of litigation and judicial and extrajudicial costs, including the cost of legal assistance, bailiffs, and debt collection agencies, will be for the Client’s account.
15.2 Unless otherwise agreed, Semmtech will have the right to invoice the Client at monthly intervals for License fees.
15.3 The Client will pay the amounts due to Semmtech without any reduction or set-off, save for settlement against adjustable advance payments relating to the Agreement that the Client may have made to Semmtech. The Client is not entitled to suspend payment of invoices for Licenses that have already been used.
15.4 The Client shall pay Semmtech the fees specified in the pricelist attached to the quotation. Unless agreed otherwise in the quotation, Semmtech has the right to change the tariffs of the Services once a year to compensate for inflation (according to CPI of Dutch CBS).
15.5 If the Client purchases software licenses recurringly, Semmtech may change tariffs occasionally. Semmtech will notify the Client at least one (1) month before the price change. If the Client does not agree to the price change, the Client must cancel and stop using Laces software before the price change takes effect. If there is a fixed term and price for your License, that price will remain in force for the fixed term.
15.6 If the Client makes regular payments, Semmtech shall be entitled to adjust the applicable prices and rates by providing written notice at least a month in advance once a year. If the Client does not wish to agree to such an adjustment, the Client shall, within thirty days after the notice, be entitled to terminate the Agreement before the date on which the adjustment would have become effective.
Article 16. Liability
16.1 Semmtech’s aggregate total liability under the Terms for direct damages incurred by Client as a result of Semmtech’s attributable damages regarding failure to perform its obligations under the Agreement or otherwise (e.g. unlawful act or tort), shall always be capped to the amount that is paid out in the specific case under the liability insurance and in case no liability insurance is paid out, the liability shall never exceed an amount of EUR 45,000.
16.2 Semmtech will be liable only for direct damage attributable to him. Direct damage will include only: a. reasonable costs to assess the cause and extent of the damage, to the extent that such assessment concerns damage within the meaning of these general conditions; b. any reasonable costs necessarily incurred to have Semmtech’s defective performance conform to the Agreement; and c. reasonable costs incurred to prevent or limit the damage, to the extent that the Client demonstrates that those costs led to a limitation of the direct damages.
16.3 Semmtech will not be liable (whether in contract, tort (including negligence), or otherwise) for any loss of turnover, loss of profit, loss of data, missed opportunities, or damage due to business interruption (indirect or consequential damage).
16.4 The Client will indemnify, defend, and hold harmless Semmtech, its Affiliates, and their respective owners, directors, members, officers, and employees from and against any claim, action, demand, suit or proceeding made or brought by a third party (each a “Claim”): (1) alleging that the Client’s Content infringes or violates the intellectual property rights or any other ownership or related rights of any person, and (ii) any grossly negligent acts or omissions of the Client. The Client will pay any settlement of and any damages finally awarded by a court of competent jurisdiction as a result of any such Claim so long as Semmtech (a) gives the Client prompt written notice of the Claim, (b) gives the Client sole control of the defense and settlement of the Claim (provided that the Client may not settle any Claim without Semmtech’s prior written consent which will not be unreasonably withheld), and (c) provides to the Client all reasonable assistance, at the Client’s request and expense.
Article 17. Disclaimer
17.1 The Client expressly acknowledges and agrees that the use of Laces software is at the Client’s sole risk, and the entire risk as to the quality, performance, accuracy, and compliance is for the Client.
17.2 The Laces software provided “as is” and “as available”, with all faults, errors, and bugs and without warranty of any kind. Semmtech and Semmtech’s licensors hereby disclaim all warranties and conditions with respect to the Laces software, either express, implied, or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement of Third-Party rights.
17.3 Semmtech does not warrant that the functions contained in or services performed by the Laces software will meet Client’s requirements, that the operation of the Laces software will be uninterrupted or error-free, or that the Laces software will be compatible or work with any third-party software, models, applications or third-party services. 17.4 No oral or written information or advice given by Semmtech shall create a warranty.
Article 18. Miscellaneous
18.1 The Client will not be permitted to transfer or assign to third parties any of the rights under the Agreement concluded with Semmtech, save in the event and as part of a transfer of the Client’s entire business.
18.2 The illegality, invalidity, or unenforceability of any clause or part of the Agreement will not affect the legality, validity, or enforceability of the remainder of the Agreement. If any such clause or part is found by any competent court or competent authority to be illegal, invalid, or unenforceable, the parties agree that they will substitute such provisions with another provision or, if need be, another form of cooperation, the effect whereof is as similar to the offending provisions as possible, without thereby rendering them illegal, invalid or unenforceable.
18.3 Except as expressly provided in the Agreement, no change, waiver, modification, or discharge of the Agreement shall be of any force or effect unless in writing and signed by the parties.
Article 19. Governing law and forum
The Agreement between the Client and Semmtech and the connected rights and obligations shall be governed by and construed in accordance with the laws of the Netherlands. All disputes arising in connection with the Agreement and related Agreements shall be submitted to the exclusive jurisdiction of the competent court of Amsterdam, including its injunctive relief court.
Version: January 2025