General Terms of Supply
AppLibra Srl - Via Guglielmo Marconi 42, 36016 Thiene (VI), Italy - VAT No. IT04143870246 ("AppLibra").
These terms govern AppLibra's supplies: professional services, Microsoft subscription licenses, on-premises licenses with a maintenance plan, and AppLibra apps. They are divided into sections: the quotation states which sections apply to each supply. Section A always applies.
| Section | Applies to |
|---|---|
| A - General provisions | every supply |
| B - Professional services | consulting, development, implementation |
| C - Microsoft subscription licenses (cloud) | resale of Microsoft subscriptions, e.g. Dynamics 365 Business Central |
| D - Microsoft on-premises licenses and maintenance plans | e.g. Dynamics NAV with Enhancement Plan |
| E - AppLibra apps | the apps published on Microsoft AppSource |
A. General provisions
A.1 Scope and eligible customers
AppLibra's supplies are reserved to businesses and professionals acting in the course of their trade or profession. Consumer protection rules do not apply. By accepting an AppLibra quotation, the Customer accepts these terms in the sections referenced therein.
A.2 Formation of the contract
The contract is formed upon the Customer's written acceptance of the quotation, within the validity period stated in the quotation itself. Quotations state products, services, quantities, fees, start dates and the sections of these terms that apply. Special terms agreed in writing in the quotation or in specific agreements between the parties prevail, for the relevant supply, over these general terms, regardless of the date of the respective documents. This does not apply to the clauses of Sections C and D required by the Microsoft supply chain, which cannot be derogated from by special terms.
A.3 Fees and payment
Fees are stated in the quotation, net of VAT. Unless otherwise stated, payment is due within 30 days of the invoice date. In case of late payment, default interest applies as provided by Italian Legislative Decree 231/2002. In the event of non-payment, AppLibra may suspend supplies after written notice of default.
A.4 Term and renewal of subscriptions
Subscriptions (licenses, recurring fees, support plans) have a one-year term unless otherwise stated and renew automatically for successive periods of equal duration, unless terminated by notice given before expiry within the time limits stated in the quotation. For Microsoft products, the renewal rules of Sections C and D also apply.
A.5 Intellectual property
Each party retains ownership of its own intellectual property rights. Third-party software remains the property of its respective owners and is governed by the respective license terms. Nothing in these terms transfers any intellectual property rights except to the extent of the licenses expressly granted.
A.6 Confidentiality
The parties shall keep confidential the non-public information received in connection with the supply and shall use it only to perform the supply. This obligation survives termination of the contract.
A.7 Personal data protection
AppLibra processes personal data in accordance with the privacy notice published at applibra.com/privacy. Where the supply involves the processing of personal data on behalf of the Customer, before accessing the Customer's data - and in any event before receiving administrative credentials for the Customer's systems - the parties sign the appointment as data processor under Article 28 of Regulation (EU) 2016/679. These provisions apply to all Customers, as AppLibra is subject to Regulation (EU) 2016/679 regardless of the Customer's country.
A.8 Liability
Except in cases of willful misconduct or gross negligence, AppLibra's liability for each supply is limited to the amount paid by the Customer for the supply concerned in the twelve months preceding the harmful event, and excludes indirect damages, loss of profit and loss of data not attributable to AppLibra. Liabilities that cannot be limited by law remain unaffected.
A.9 Force majeure
Neither party is liable for delays or failures to perform caused by events beyond its reasonable control. Force majeure does not relieve a party from payment obligations already accrued or relating to supplies already provided, and does not include events attributable to the negligence of the party invoking it.
A.10 Governing law and jurisdiction
The contract is governed by Italian law, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods. The Courts of Vicenza, Italy, have exclusive jurisdiction over any dispute.
A.11 Language
In the event of any discrepancy between the Italian version and any translations of these terms, the Italian version prevails.
B. Professional services
B.1 Subject matter and performance
AppLibra provides the consulting, development, implementation and training services described in the quotation, in a professional and workmanlike manner. Time indications are estimates, unless the quotation expressly qualifies them as binding.
B.2 Customer cooperation
The Customer makes available whatever is necessary for performance: contact persons, access, environments, test data, decisions within the agreed time frames. AppLibra is not responsible for delays attributable to the Customer's failure to cooperate.
B.3 Delivery and acceptance
The Customer checks the deliverables and gives written notice of any non-conformity with what was agreed within 15 days of delivery; AppLibra corrects it at no additional cost. If no objection is raised within that period, the delivery is deemed accepted.
B.4 Customizations
For customizations developed for the Customer, the Customer obtains a non-exclusive, perpetual and non-transferable license to use them for its own internal purposes. The know-how, libraries and general-purpose components used or developed in the course of the project remain the property of AppLibra.
C. Microsoft subscription licenses (Cloud Solution Provider program)
C.1 Microsoft terms
The use of the Microsoft products and services supplied under the Cloud Solution Provider program (the "Microsoft Products") is governed by the Microsoft Customer Agreement and by the further license terms made applicable by Microsoft, which the Customer accepts directly with Microsoft. These terms do not amend those terms and do not grant the Customer any rights in the Microsoft Products beyond those provided therein.
C.2 Acceptance of the Microsoft Customer Agreement
The ordering and activation of the Microsoft Products are subject to: (a) the Customer's prior acceptance of the Microsoft Customer Agreement, in the regional version applicable to the Customer's place of establishment; (b) acceptance of the order by the Microsoft supply chain, which may reject a customer for legal or regulatory reasons - in which case the contract is terminated with respect to the Microsoft Products only, without any liability of AppLibra. The Customer notifies AppLibra of the date of acceptance, the name of the person who accepted it and any further relevant details requested by Microsoft or by the indirect CSP provider. If Microsoft publishes a new version of the Microsoft Customer Agreement, its acceptance is a condition for placing subsequent orders - excluding adjustments to subscriptions already active - and for renewals. The supply of the Microsoft Products is reserved to Customers established in the territory in which AppLibra is authorized to resell through its supply chain; if the Customer moves its place of establishment outside that territory, the contract is terminated with respect to the Microsoft Products only, without any liability of AppLibra.
C.3 Microsoft as third-party beneficiary
Microsoft Corporation and its affiliates (collectively, "Microsoft") are third-party beneficiaries of this contract with respect to the Microsoft Products, with the right to: (a) enforce its provisions; (b) verify the Customer's compliance with them; (c) contact the Customer directly.
C.4 Information sharing
The Customer authorizes AppLibra to share information relating to the Customer with Microsoft and with Companial B.V., AppLibra's indirect CSP provider, in order to: (a) work with Companial B.V. and with Microsoft in connection with the Microsoft Products; (b) enable Microsoft to provide services and communications directly to the Customer and to verify compliance with the Microsoft terms. Where required by applicable law, the Customer warrants that the individuals whose data are so shared have been informed and have given any consents required, both to the disclosure of the data and to direct contact by Microsoft.
C.5 Role of Companial
Companial B.V. acts solely as AppLibra's indirect CSP provider. Neither this contract nor any third-party terms and conditions create any legal relationship between the Customer, or its affiliates, and Companial B.V. or its affiliates.
C.6 Support
AppLibra is the Customer's point of contact for all operational and technical support requests concerning the Microsoft Products supplied and provides support on an ongoing basis. AppLibra escalates to the Microsoft channels, through its supply chain, only those matters that can be resolved exclusively by Microsoft. The administrative credentials of the tenant belong to the Customer and are handed over to the Customer; the Customer authorizes AppLibra to use them for the delegated support activities and cooperates in obtaining any consents required for their transfer.
C.7 Disclosures to authorities
To the extent required by applicable law, the Customer undertakes to inform the users of the Microsoft Products that their personal data may be disclosed to law enforcement or other public authorities where the law so requires, and to obtain their consent where applicable law so requires.
C.8 Termination and data migration
In the event of cancellation of a subscription to Microsoft online services, the Customer has, under the applicable Microsoft terms, ninety (90) days to migrate the data provided through those services to a new subscription or to another service.
C.9 Changes to the Products and the terms
The third-party terms referred to, the price list, and the availability and functionality of the Microsoft Products may change by decision of Microsoft or of the supply chain. AppLibra notifies the Customer of such changes. Price list changes apply to new orders and to renewals, in accordance with clause C.10; changes to availability, functionality and third-party terms apply to this contract from the date they take effect upstream, without this constituting a breach by AppLibra. AppLibra is not liable for discontinuations or changes decided upstream.
C.10 Renewal, renewal price and invoicing
Fixed-term subscriptions renew automatically for successive periods of equal duration, unless terminated by notice given to AppLibra within the time limits stated in the quotation. The unit price does not change during the current subscription period; the fee for the renewal period is adjusted to the supply chain price list in force on the renewal start date, with notice to the Customer. The invoicing frequency for the Microsoft Products corresponds to that applied to AppLibra by the supply chain and may be adjusted if the upstream frequency changes.
C.11 Suspension and termination
The supply of the Microsoft Products may be suspended or terminated by decision of Microsoft or of the supply chain, including for legal or regulatory reasons, without any liability of AppLibra; in that case, invoicing of the fees not yet accrued ceases. AppLibra may suspend the Microsoft Products in the event of non-payment or of the Customer's breach of the Microsoft terms, after written notice of default.
C.12 Sufficient licenses
The Customer undertakes to acquire and maintain a number of licenses sufficient to cover the actual number of users and devices accessing the Microsoft Products, and to notify AppLibra of relevant changes in use.
C.13 Warranties
The warranties on the Microsoft Products are exclusively those given by Microsoft in the Microsoft Customer Agreement. AppLibra gives no further warranties on the Microsoft Products, without prejudice to the warranties on AppLibra's own services.
C.14 Indemnity
The Customer shall hold AppLibra harmless from third-party claims, including from the Microsoft supply chain, arising from the Customer's use of the Microsoft Products in breach of the Microsoft Customer Agreement or of the applicable terms, or from data or statements provided by the Customer.
D. Microsoft on-premises licenses and maintenance plans (Enhancement Plan)
D.1 License terms (SLT)
The use of Microsoft on-premises products is governed by the Microsoft Software License Terms ("SLT"), which AppLibra delivers to the Customer in hard copy before or upon conclusion of the contract. The current version of the SLT is published by Microsoft on CustomerSource (or on the portal Microsoft designates in its place), and the terms available online on the date of purchase prevail. In the event of a version upgrade or the installation of additional modules, the SLT in force at that time apply, and are presented to the Customer before the work is carried out. AppLibra cannot amend the SLT. AppLibra delivers to the Customer at least one complete copy of the product documentation to which the Customer is entitled under the SLT. The Customer uses the products exclusively with the licenses and registration keys issued by Microsoft for the Customer's own use; the use of keys issued to other parties, including those of AppLibra, is not permitted.
D.2 Maintenance plan (Enhancement Plan)
The maintenance services are governed by the Microsoft service terms (Microsoft Customer Electronic Service Agreement and Customer Services Guide), delivered to the Customer before or upon purchase. An active maintenance plan entitles the Customer to the new versions, service packs and tax and regulatory updates of the product. If the plan is not active, such updates - including tax and regulatory updates - cannot be provided; the reactivation of a lapsed plan takes place under the Microsoft terms in force at the time.
D.3 Renewal
The maintenance plan has a one-year term and renews automatically pursuant to clause A.4, unless terminated by notice given before expiry. In any event, AppLibra sends the Customer a renewal invitation before expiry. The renewal fee is adjusted to the supply chain price list in force on the renewal start date.
D.4 Access to documentation and updates
The documentation for Microsoft on-premises products is publicly available at learn.microsoft.com, without credentials. The new versions, service packs and tax and regulatory updates to which an active maintenance plan entitles the Customer are made available to the Customer by AppLibra through the Microsoft channels reserved for partners, since the customer portal has been discontinued by Microsoft (CustomerSource, retired in February 2021). If Microsoft again makes a customer portal available, AppLibra will provide the Customer with the access instructions. For the purpose of providing the services, AppLibra registers the details of the Customer and of the designated contact person in the Microsoft systems dedicated to partners.
D.5 Contact details and Microsoft communications
The Customer authorizes AppLibra to disclose to Microsoft the contact details necessary for the provision of the services, and acknowledges that Microsoft may contact the Customer directly with information relating to the products and services. The Customer designates its own administrator for the portal and warrants, where required by applicable law, that the individuals whose contact details are disclosed have been informed and have given any consents required, both to the disclosure of the data and to direct contact by Microsoft.
D.6 Common clauses
The supply under this Section is also subject to clauses C.3 (Microsoft as third-party beneficiary), C.4 (information sharing), C.5 (role of Companial) and C.12 (sufficient licenses), applied to the products of this Section.
D.7 Product changes and withdrawal
Microsoft may release new versions, withdraw products or versions and change its maintenance programs. AppLibra notifies the Customer of such changes; changes decided upstream apply to this contract without this constituting a breach by AppLibra. If a product or version is withdrawn, the related supply and the connected services cease with immediate effect, without any liability of AppLibra, and invoicing of the fees not yet accrued ceases.
D.8 Warranties
The warranties on Microsoft on-premises products and the related services are exclusively those provided in the SLT and in the Microsoft service terms. AppLibra gives no further warranties on such products and makes no representations or warranties on behalf of Microsoft, without prejudice to the warranties on AppLibra's own services.
D.9 Use restrictions
Microsoft on-premises products may not be used to control the operation of nuclear facilities, aircraft navigation, communication or flight control systems, air traffic control, mass transit, medical devices of FDA Class 2 or 3 (or equivalent classification), weapons systems, or in any other application in which a malfunction could directly cause death, personal injury or severe physical or environmental damage.
D.10 Freedom of procurement
The Customer remains free to acquire Microsoft products and services from other providers or directly from Microsoft, at any time and without any obligation of prior notice to AppLibra.
D.11 Partner customizations
The customizations and components developed by AppLibra on Microsoft products are governed by the AppLibra license - Section B.4 for customizations and the EULA for apps - and not by the Microsoft SLT, which apply to the Microsoft products only. The maximum number of users and devices that may access the customizations is the number stated in the quotation. The Customer acknowledges that responsibility for the customizations, and for the effects they may have on the Customer's products and systems, lies solely with AppLibra, and that Microsoft has no liability in that respect.
E. AppLibra apps
The apps published by AppLibra on Microsoft AppSource are licensed under the End User License Agreement (EULA). Fees, license metrics and any trial periods are stated in the quotation or on the app pages at applibra.com/apps. The user guides are published on applibra.com on each app's page.
The EULA is drawn up in English and, by way of derogation from clause A.11, the English version prevails for the EULA. The cessation of the app's functions upon expiry of the subscription is governed by the EULA and operates automatically; suspension for non-payment during the subscription term remains subject to the notice of default under clause A.3.