Valid from 15 October 2021
1. Scope of application
1.1 These licence conditions (sections 1, 3, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17) for the use of a licence for 52eSELLER SUITE webshop (hereinafter referred to as the 52eSELLER SUITE licence conditions) apply unless otherwise agreed in writing, between Fiftytwo A/S (CVR no. 24784010) and consolidated companies (hereinafter referred to as Fiftytwo) and the Customer irrespective of the Customer's residence.
1.2 The 52eSELLER SUITE licence conditions constitute an agreement between Fiftytwo and the Customer concerning the Fiftytwo software 52eSELLER SUITE with related updates (hereinafter referred to as the 52eSELLER SUITE software, or in general terms the "Fiftytwo software"). The 52eSELLER SUITE licence conditions also apply to all Fiftytwo's updates and supplements to the 52eSELLER SUITE software. If the Customer cannot accept the 52eSELLER SUITE licence conditions for the use of the Fiftytwo software, the Customer is not entitled to use the Fiftytwo software.
1.3 Fiftytwo may at its own discretion release software updates to the 52eSELLER SUITE software. Any software updates to the 52eSELLER SUITE software do not necessarily include all the existing software functions or new functions which Fiftytwo releases for prior versions of the software. The use of software updates to the Fiftytwo software is subject to the conditions in this licence agreement from Fiftytwo unless the software updates to the Fiftytwo software are accompanied by a separate licence agreement. In such case, the Customer accepts that the conditions of the said licence agreement will apply.
1.4 The Customer is obliged to respect Fiftytwo's and any sub-suppliers' licence conditions applicable from time to time and ownership/copyright in this software and otherwise accepts to observe the rules applicable from time to time of Danish law on handling of software which is protected by copyright or ownership right.
2.1 Customer means the party that is going to use 52eSELLER SUITE as the eCommerce system.
2.2 Agreement means the agreement entered into between Fiftytwo or an approved partner and the Customer on the delivery of products and/or services and/or subscriptions.
2.3 Delivery means a delivery containing products and/or services.
2.4 Products mean unit(s) and software.
2.5 Unit(s) means e.g. point-of-sale terminals, payment card terminals, Self Check Out (SCO) terminals, hand-held terminals, mobile phones and other equipment which can also be termed hardware.
2.6 Software means standard software supplied by Fiftytwo or a third party as a software licence or as a program/an app to install on the Customer's unit(s) or, by subscription, on equipment made available by either Fiftytwo or the Customer. Further, software can be delivered as customer-specific adaptations for standard software developed by Fiftytwo or a third party.
2.7 Services mean one or more individual tasks performed as programming tasks or consultancy assistance carried out by one or more employees of Fiftytwo and invoiced according to actual time consumption or at a fixed price.
2.8 Subscription means an agreement between Fiftytwo and the Customer on continuous delivery of access to software for a pre-defined period in which Fiftytwo has the title in the software made available to the Customer and in which the Customer pays Fiftytwo on an ongoing basis for this access. A subscription may also be referred to as a cloud service.
2.9 In the Agreement, more services can be termed a project, in which also products can be included.
3. Permitted use and restrictions
3.1 The 52eSELLER SUITE software is licensed and not sold, and thus Fiftytwo has the title to the 52eSELLER SUITE software.
3.2 Under the 52eSELLER SUITE licence conditions in this licence agreement, the Customer has obtained a non-transferable, limited and non-exclusive right of use to use this 52eSELLER SUITE software on a unit. The 52eSELLER SUITE licence does not permit that the 52eSELLER SUITE software is found on more than one (1) unit at a time.
3.3 Under the 52eSELLER SUITE licence conditions of this licence, the Customer has a non-transferable, limited and non-exclusive licence to download 52eSELLER SUITE software updates that may be made available by Fiftytwo, to its unit, to update or restore software on all units owned or controlled by the Customer. The licence does not permit the Customer to update or restore software on units that the Customer does not control or own.
3.4 This agreement only gives the Customer certain rights to use the functions included in the licensed version of the 52eSELLER SUITE software. Fiftytwo reserves all other rights. The Customer must comply with all technical limitations in the 52eSELLER SUITE software which only permit that the Customer can use it in certain ways. The Customer or a third party on behalf of the Customer may not
3.4.1 Work outside the technical limitations in the 52eSELLER SUITE software
3.4.2 Make "reverse engineering", decompilation, separation or similar of the 52eSELLER SUITE software, unless and only to the extent that such acts are expressly and despite this limitation permitted under applicable law,
3.4.3 Make more copies of the 52eSELLER SUITE software than the number specified in this agreement or permitted under applicable law despite this limitation,
3.4.4 Publish the 52eSELLER SUITE software so that others can copy it
3.4.5 Sell, rent, lease, lend, further distribute or sub-license the 52eSELLER SUITE software or otherwise assign or transfer the licence right to the 52eSELLER SUITE software to a third party
3.4.6 Use the 52eSELLER SUITE software in connection with facility management, outsourcing, hosting etc.
3.5 The Customer is not entitled to copy the 52eSELLER SUITE software or parts thereof except for the copying necessary when installing the software. However, the customer is entitled to make security copies of the software delivered for backup or archiving purposes if this is necessary for the use. Copies made for backup or archiving purposes are also subject to these licence conditions.
3.6 If the Customer or a third party makes interventions or changes to the 52eSELLER SUITE software, Fiftytwo's obligations cease under these 52eSELLER SUITE licence conditions without notice, and Fiftytwo waives any responsibility for the consequences of such interventions or changes. Fiftytwo's remedies in breach remain unchanged.
3.7 The Customer accepts to use the Fiftytwo software in compliance with applicable Danish law, including local laws in the country or area in which the Customer resides or where the Customer downloads or uses the Fiftytwo software.
4. Software delivered by a third party
4.1 To the extent that Fiftytwo software obtains access to software delivered by a third party, Fiftytwo waives any express or implied obligation to provide technical or other support to such third-party software. The Customer must contact the relevant software supplier, producer or service provider directly to obtain technical support and customer service in relation to this software, service, website and/or products.
4.2 The Customer accepts to be subject to and to comply with all relevant conditions for the use of the service or other agreements concerning such third-party software when using the 52eSELLER SUITE software.
4.3 Fiftytwo is responsible to the Customer that the Fiftytwo software does not infringe the intellectual property rights of a third party. If legal proceedings are instituted against the Customer in which it is claimed that such infringement exists, the Customer is obliged to immediately notify Fiftytwo to that effect. Fiftytwo or the third party from whom Fiftytwo has a licence to the software will then take over the proceedings and the costs of the case, and Fiftytwo has an irrevocable authority to conduct litigation at its own expense or enter into a settlement agreement concerning the alleged infringements.
4.4 If a judgment is delivered or a settlement entered into under the claim of the third party, Fiftytwo is entitled, at its own discretion, either to provide the Customer with a right to continued use of the software or to stop the infringement by changing or replacing the software with other software which materially has the same functionality as the software which is replaced, or terminating the agreement at immediate notice against repaying the remuneration made by the Customer. In such case, the Customer cannot made further claims against Fiftytwo.
5.1 The Customer is obliged to review and test the software immediately after delivery. Until 30 days after delivery of the software, Fiftytwo is obliged to deliver a new copy of the software if a medium (e.g. a CD-ROM) is not legible.
5.2 As other software, the Fiftytwo software may contain inappropriateness or minor errors. Such minor errors and inappropriateness do not entitle the Customer to remedial work or other remedies for breach of contract. Fiftytwo will strive to correct all errors and any inappropriateness in subsequent versions of the 52eSELLER SUITE software.
5.3 If the Customer documents in writing that there is an initial error in the 52eSELLER SUITE software, which has an impact on the functionality of the 52eSELLER SUITE software as a whole or prevents the software from running, Fiftytwo is obliged, for up to two months after delivery of the software, at its own choice, either free of charge to deliver a new version of the software without the error, correct the error free of charge, or cancel the agreement wholly or partially and refund the received payment for the software against the Customer's return of all of the Customer's versions and copies of the software, including manuals and other related documentation etc. Instructions regarding business procedures or modes of application ("workarounds") are comparable with error correction, after which the error has no material impact on the Customer's use of the software. The Customer is then prevented to make further claims or remedies for defective performance against Fiftytwo.
5.4 The 52eSELLER SUITE software is licensed on an "as is" basis and without any other guarantees, obligations for remedial work or non-performance obligations than those stated above. Thus, Fiftytwo does not warrant that operation or running of the 52eSELLER SUITE software will be without interruptions or free of errors or that software errors can or will be corrected.
6. Intellectual property rights
6.1 Fiftytwo has the copyright and any other right in the Fiftytwo software delivered, including third-party software, or is entitled to sub-license it on behalf of a third party. The Customer must respect Fiftytwo's/third-party rights, and the Customer is responsible for any setting aside of these rights, including any unauthorised transfer of software to a third party.
6.2 The Customer is not entitled to break or change any security codes, and the Customer is not entitled to change or remove specifications in the software or on the units on which the software is delivered, concerning rights issues, trademarks etc. The Customer is obliged to ensure that the software and documentation are kept out of reach of a third party and that the software and documentation do not otherwise come into third-party possession.
7. Documentation and guidelines
7.1 To the extent it has been prepared, product descriptions and user guidelines for units and software can accompany the 52eSELLER SUITE software. If it is an assumption for the customer that this is available, Fiftytwo must be informed thereof in writing before submission of quotations for a delivery. It is the Customer's own responsibility that the material stored on Fiftytwo's servers adhere to the Danish legislation, including ethical rules.
8. Special conditions concerning third-party software
8.1 It is the Customer's own responsibility that the installed/stored third-party software on the servers is fully licensed and follows the licensing rules of the producers unless otherwise agreed in writing with Fiftytwo.
8.2 For certain server subscriptions it is Fiftytwo which handles licensing of the entire or parts of the installed/stored software. In such cases, the Customer will be informed of this circumstance when the agreement is concluded with Fiftytwo.
8.3 In the event of expiry of a server park subscription with Fiftytwo, it is for the Customer to de-install any rented software licensed through Fiftytwo before the server physically leaves the premises of Fiftytwo. Such software may not be used outside Fiftytwo's premises, and failing that, the Customer will be liable in damages to Fiftytwo and/or the producer.
8.4 In the event of any commencement of legal proceedings or claims from the producer against Fiftytwo, similar damages can be claimed from the Customer.
9. Special conditions concerning hosted D365 BC
9.1 In case of hosting of D365 BC (also known as Dynamics NAV or Navision) where the Customer rents the licence from Fiftytwo, it is for the Customer to inform Fiftytwo about all object, system, or table changes to the system which can influence the licence fee.
9.2 This includes changes made by any third-party suppliers. If the Customer has purchased its own dedicated server or uses its own purchased licences, this duty of disclosure lapses.
10. Special conditions concerning backup
10.1 Backup of software must be agreed separately with Fiftytwo. Unless otherwise agreed, backup of servers is made. It therefore rests with the Customer to have a comprehensive written agreement concerning the backup procedure if there are any special requirements for times for backup etc.
11. Disk space and traffic
11.1 The purpose of Fiftytwo's web hotels is not to function as an external hard disk or FTP archive for storage of data files such as zip, mp3, mpeg, avi, jpg etc., but to appear as a display/shopping space (eCommerce) for traders and private individuals. Hence, it is not permitted to have available large file archives for free download.
11.2 Generally, Fiftytwo permits any type of information which is not contrary to provisions in the Danish legislation – however, with the exception of pornographic or controversial material which may under no circumstances be found on Fiftytwo's web servers. Fiftytwo is always expert in the definition of the term "controversial material".
11.3 Traffic fees are calculated six months backwards concerning consumption in excess of 5 GB per month or according to individual agreement. The basis is the average consumption over a six-month period.
11.4 Used disk space in excess of the agreed consumption is invoiced according to consumption. The calculation is based on the maximally used space six months back. If no specific consumption has been agreed in the agreement, the basis is the quantity of disk space allocated to the said service in Fiftytwo's standard agreements.
12. Support of browsers
12.1 As a starting point, the 52eSELLER SUITE software is only supported by the newest version of the browsers Microsoft Edge, Google Chrome og Mozilla Firefox. This support thus only applies for the said time of the implementation of the 52eSELLER SUITE software. Customer-specific adaptations, including but not limited to, graphic designs or set-up, adjustments of the 52eSELLER SUITE software delivered by Fiftytwo, may thus cause unintended impact in other types of browser.
12.2 Unless otherwise agreed in writing, all customer-specific assignments, including estimates for jobs, are only supported by the newest version of the browsers Microsoft Edge, Google Chrome og Mozilla Firefox for the said time of the implementation of the customer-specific assignment.
13.1 Support of the 52eSELLER SUITE software must be agreed separately with Fiftytwo. It therefore rests with the Customer to have a comprehensive written agreement concerning support if there is any request for such a service.
14.1 This licence for the 52eSELLER SUITE software is valid until terminated. The Customer's rights under this licence will automatically expire or otherwise cease without notice on the part of Fiftytwo if the Customer fails to comply with the 52eSELLER SUITE licence conditions of the agreement. When the agreement expires, the Customer must stop using the 52eSELLER SUITE software. Section 15, 16 and 17 of the agreement apply even if this licence to the 52eSELLER SUITE software is terminated.
15. No right of complaint
15.1 The customer accepts and agrees that – to the extent it is lawful – it is the Customer's own decision and at the Customer's risk to use the Fiftytwo software covered by this licence.
15.2 To the extent it is lawful, the Fiftytwo software and services are delivered on an "as is" basis, with all errors and no guarantee of function or other property. Fiftytwo hereby waives any warranty in connection with Fiftytwo software and services, including – but not limited to – any warranty for sound business practice, suitability for certain purposes and uninterrupted possession or any warranty that the rights of a third party are not infringed.
15.3 No oral or written information or advice from Fiftytwo or a person or company authorised by Fiftytwo can in any case replace the 52eSELLER SUITE licence terms in this licence.
16. Limitation of liability
16.1 Fiftytwo, its agents or managers are in no circumstances, nor in the case of negligence, liable in damages for accidental or special damage, consequential losses (including operational loss), destruction or loss of data, errors that entail that data cannot be sent or received, damage caused by IT virus, loss of goodwill, service outages or other damage or losses that may arise as a result of use/failure to use Fiftytwo software or third-party software or services to be used with Fiftytwo software, notwithstanding if Fiftytwo has been advised of the possibility of such damage. The exclusion or limitation of liability for personal injury and consequential losses, however, only applies to the extent that mandatory provisions do not prevent this. Fiftytwo's total liability in damages to the customer for any damage, loss or measures cannot exceed DKK 250,000.00. The above limitation of Fiftytwo's liability only applies to the extent that statutory provisions do not prevent this.
17. Entire agreement; language precedence
17.1 These 52eSELLER SUITE licence conditions constitute the only agreement between the Customer and Fiftytwo as regards the use of Fiftytwo software and supersede all former or existing agreements to that effect. No additions or amendments to these 52eSELLER SUITE licence conditions will be binding unless prepared in writing and signed by Fiftytwo. All translations of these 52eSELLER SUITE licence conditions are made due to local legal requirements, and in the case of discrepancy between the Danish version of the 52eSELLER SUITE licence conditions and the translated version, the Danish version is always the applicable one provided that this is not unlawful under applicable local law.