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 the event of any conflict or ambiguity between the documents forming part of any agreement entered into between Client and Semmtech in connection with the provision of Laces software governed by these Terms, these Terms shall prevail.
Article 2. Definitions
Acceptable Use Terms: terms and conditions for end users outlining acceptable use.
Affiliate(s): a company that is partially or wholly owned by Semmtech.
Agreement: the contract between Client and Semmtech in relation to the provision of Laces software by Semmtech, whether signed physically, digitally, or explicitly accepted through an online tool, to which these Terms apply unless expressly agreed otherwise.
Client: the party that signed and/or accepted the Agreement and its Users.
Confidential Information: all information disclosed by on or behalf of a Party to the other Party in connection with the Agreement, whether in written, oral, electronic or any other form, that is designated as confidential or that by its nature or the circumstances of its disclosure should reasonably be understood to be confidential, including but not limited to Content, business information, technical data, know-how, trade secrets, and information relating to Laces software – but excluding any information that is created, generated, or obtained through the normal use of Laces software.
Content: data or information created and managed by Users.
Hosting: the provision, operation, and maintenance by Semmtech of the infrastructure and environment through which Laces software and Content are made available to the Client via the internet or an intranet.
Laces software: a 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. Laces is a platform for applications to share data in an Open Standard. Applications are either offered within Laces (Laces Apps) or connected to Laces (third-party apps).
License: the right to use Laces software as further set out in article 3 of these Terms.
Party / Parties: the Client and Semmtech.
Semmtech: Semmtech B.V.
Software Provider: Semmtech.
Term(s): these general terms and conditions, which apply to and govern the provision of Laces software by Semmtech to the Client.
Third-Party Material(s): content, data, information, applications, or other materials that are not the property of the Client and/or Semmtech.
Third-Party Content(s): means any data, information, materials, or content that is uploaded, submitted, stored, or otherwise made available within Laces software by or on behalf of any party other than Semmtech or the Client, including, without limitation, the Client’s External Users, and other users or third parties.
Third-Party Software(s): means any software, libraries, components, or code not developed or owned by Semmtech, including, without limitation, any open source software, that is incorporated into, integrated with, or used in connection with Laces software.
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 the Agreement, Semmtech grants the Client a non-exclusive, non-transferable right during the term of the Agreement to use Laces software, as described in the quotation, without the right to grant sublicenses.
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 licensors’ 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 Laces software;
(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. The Client may:
(i) at its sole discretion, grant access to its licenses to third parties (each an “External User”), including but not limited to the Client’s customers or business relations. The Client shall have full authority to create, manage, and administer External User accounts, including assigning and modifying access rights. External Users shall be deemed to act on behalf of the Client; however, the Client retains full control and responsibility over such access and administration.
(ii) charge External Users fees for account setup, access, maintenance, and related back-office or administrative services at its discretion. For the avoidance of doubt, the provision of access to External Users and any associated services performed by the Client shall not be considered a transfer, sublicense, or assignment of the licenses, but rather a permitted user under the Client’s rights. External Users shall comply with the applicable Terms to the extent relevant to their use.
3.5. 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.
3.6. The Client is responsible for safeguarding and properly managing any login credentials provided for initial access to Laces software. After such initial provision, the Client is solely responsible for the creation, distribution, and use of login credentials within its organization or to its authorized Users. The Client remains fully accountable for all activities conducted using these credentials and must ensure that login information is not shared with or used by unauthorized third parties in any way that conflicts with Semmtech’s interest.
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 Acceptable Use Terms upon logging in for the first time.
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 shall provide and guarantee an effective solution for reported bugs and shall minimize any operational impact or burden for the end user when implementing fixes or new Laces versions. 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 from loss, theft, and unauthorized access, according to the ISO27001 standard. 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 Semmtech provides Hosting services, the Hosting can be terminated by the Client, giving notice of termination, taking into account one (1) month, starting on the first day of the next full calendar month, unless the 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 Content 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, after notifying the Client. 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 Content.
Article 6. Use of Third-Party Content
6.1. Laces software may display, contain, or provide access to Third-Party Content, including through links or integrations. Such Third-Party Content is provided for the Client’s convenience only.
6.2. The Client acknowledges that Semmtech does not control, monitor, or review Third-Party Content and is not responsible for their legitimacy, accuracy, completeness, timeliness, quality, legality, or compliance with third-party rights.
6.3. Semmtech provides no warranties or guarantees whatsoever in relation to Third-Party Content and disclaims all liabilities arising from or related to the use of or reliance on such Third-Party Content, to the extent permitted by applicable law.
6.4. The Client agrees to use Third-Party Content in compliance with applicable laws and any third-party terms. The Client shall not use Third-Party Content in a manner that infringes the right or interest of any third party. The Client is solely responsible for its use of Third-Party Content.
Article 7. Use of Third-Party Software
7.1. Laces software may enable the Client to access and use Third-Party Software. Such use may be subject to additional terms and conditions imposed by the relevant third party. The Client is responsible for reviewing and complying with such terms when using Third-Party Software.
7.2. Third-Party Software is provided “as-is” and for convenience only. Semmtech does not warrant or guarantee the correctness, completeness, availability, or quality of Third-Party Software and disclaims all responsibility and liability in connection therewith, to the extent permitted by applicable law.
7.3. Laces software may contain Third-Party Software that consists of open source software. Such open source software is distributed under the terms of the applicable open source licenses. These licenses apply solely to the relevant open source software and not to the Laces software as a whole. Where required, reference to the applicable open source licenses are included in Laces software or its documentation. Semmtech warrants that the inclusion and use of any open source software within Laces software does not restrict or limit the Client’s lawful use of Laces software, including as a result of any applicable open source license terms.
7.4. The Client acknowledges that Third-Party Software may require a separate license, subscription, or account. The Client is responsible for obtaining and maintaining such rights unless explicitly agreed otherwise.
7.5. Semmtech shall use reasonable efforts to identify and reference applicable Third-Party Software and related licenses within Laces software, documentation, or otherwise.
Article 8. Performance
8.1. Semmtech shall deliver and maintain Laces software in a professional, careful, and independent manner, ensuring that Client can continuously and effectively use Laces as intended under these Terms.
8.2. If Semmtech agrees to delivery timelines for Laces software, such timelines are estimates only unless the Agreement expressly provides otherwise. If Semmtech fails to meet a stipulated timeline, the Client must provide written notice of default before remedies or claims may be pursued.
8.3. 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 Laces software License.
Article 9. Use of Laces software
9.1. The Client will not (or no longer) be permitted to use Laces software:
a. from the moment that the Client fails to fulfill its 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 10. Confidentiality
10.1. All intellectual property rights and related information concerning the Software are considered Confidential Information as defined in these Terms.
10.2. Semmtech shall not engage any subcontractors, affiliates, or third parties that do not maintain adequate confidentiality and data protection obligations equivalent to those under these Terms. All information and intellectual property rights relating to the Client’s data and Content shall be treated as Confidential Information under these Terms.
10.3. 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 11. Privacy and Personal Data Processing
11.1. Semmtech shall comply in all material respects with the obligations ensuing from the GDPR. 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.
11.2. Semmtech warrants that all Client data and Content shall be stored and processed exclusively within the European Union and shall not be transferred outside the European Union without the Client’s prior written approval.
Article 12. Consent to collection and use of data.
12.1 The Client agrees that Semmtech and its Affiliates 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 13. Intellectual Property Rights
13.1. Intellectual property rights that are owned, acquired, or generated by the Client remain with the Client. All Content, data, and materials from the Client remain the property of the Client. The Client retains all right, title, and interest in Content created by the Client. All right, title, and interest in and to Laces software remain with Semmtech or its licensors.
13.2. 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.
13.3. Unless otherwise agreed, all intellectual property rights related to Laces – 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.
13.4. 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.
13.5. 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 14. Termination of the Agreement
14.1. Upon the termination of an Agreement concerning the License for Laces software, 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. Notice period is one month, and the Client can terminate an Agreement for convenience at any time. 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.
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 recurrently, Semmtech may change tariffs occasionally. Semmtech will notify the Client at least one (1) month prior to any 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.
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. A Party will be liable only for direct damage attributable to the Party. 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 a Party’s defective performance conform to the Agreement; and c. reasonable costs incurred to prevent or limit the damage, to the extent that the other Party 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.
16.5. Semmtech will indemnify, defend, and hold harmless the Client, 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 Laces software 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 Semmtech.
Article 17. Disclaimer
17.1. The Client acknowledges that the use of Laces software involves certain operational risks and agrees to use it in accordance with the documentation and instructions provided. Semmtech shall exercise reasonable skill and care in the provision of the Laces software and shall not be responsible for any failure or error caused by improper use, misuse, or modifications by the Client.
17.2. The Laces software is provided “as is” and “as available” and is guaranteed to perform in accordance with its intended and documented purpose, without warranty of fitness for any other particular purpose. Specifically use of the Laces software in situations where legal risks are present, such as public tenders, is for the sole risk of the Client.
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 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.
18.2 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: May 2026