Terms and Conditions
The following General Terms and Conditions are the essential components of the contract between you and microTOOL GmbH, Berlin. These Terms and conditions apply to the limited use of software in exchange for rental fees, the unlimited use of software in exchange for licensing fees, the limited use of software as a service in a cloud in exchange for rental fees, and the use of software free of charge for test purposes. Furthermore, these conditions determine the way consultation and training services are delivered as well as the way client-specified extensions are carried out and serve the purpose of regulating all legal relationships between you and microTOOL if no other special written agreement has been made between the parties.
1. Rights to the Software
A software license grants only you the right to use the software in the way described in these terms and conditions. All other rights remain with microTOOL.
You are not permitted to lease or rent out the software to a third party. You may however transfer the license in full to a third party if the recipient agrees with these general terms and conditions and if you transfer all the copies of the software and the activation key to them.
You are not permitted to reverse-engineer the source code or the data structure of the software, neither manually nor with a machine. You are not permitted to change the activation key or to change or avoid the testing for the availability of licenses within the software. It is not permitted to copy the accompanying software manuals or the activation keys.
2. Scope of the Use Rights
A license for the software entitles you to use the purchased or rented software or the software that was downloaded from a download server, on as many computers as you have licenses.
The way in which you are permitted to use the software as well as how often you can use it is determined by the type and number of licenses that you purchased or rented. The duration of use depends on whether you purchased or rented the software.
You may create copies for backup or archival purposes in a manner that is common in the industry.
a) Scope of the Use Rights: Named User License
If you have purchased or rented a named user license for the software, the client software works together with the server software via a network. A separate server license is required for the server software. The scope of the use rights of the server license is defined under 2c). Once the service has been started with the server software, the server software provides the client software with a named user license for the duration of the user’s session. At the end of the user’s session, the server software receives the named user license back.
A simultaneous use of the client software for sessions with the server software is only possible for the number of users you have purchased or rented named user licenses for and assigned users to the available named user licenses in the license management of the software. A session begins when the user starts the client software and logs on to the server software. The session ends when the user logs out of the server software. Users can only log in to the server software if named user licenses have been assigned to them in the license management of the software.
The software also contains a license server component. It is used to manage the users who are logged in at the same time and accesses an activation key in which the number of purchased named user licenses is stored. The license server component is only allowed to be installed on one computer or virtual machine at a time.
The use of the client software is allowed for an unlimited time if you have purchased it, and for a limited time if you have rented it. The use rights of a named user license are valid worldwide, they are non-exclusive and non-transferable.
b) Scope of the Use Rights: Concurrent User License
If you have purchased or rented a concurrent user license then the client software works with the server software via a network. A special server license is required for the server software. The use rights of the server license are stipulated under c). After the service has been started with the client software, the server software belonging to the client software makes a concurrent user license available at the beginning of a session for the duration of the session. After the session has been ended the concurrent user license is returned to the server software so that it can be issued for other sessions.
The number of concurrent user licenses purchased or rented determines the number of users that can use the client software at the same time for sessions with the server software. The number of individual users that can be named is not limited. You can install the software on an unlimited number of workstations, independent of the number of concurrent user licenses, such that every employee has the possibility to use the software. A session begins when a user starts the client software and logs in to the server software. The session ends when the user ends the client software. It is only possible to log in if at least one concurrent user license is free at the time of logging in.
The software also contains a license server component. This serves to manage the users simultaneously logged on at a particular point in time and accesses an activation key in which the number of purchased concurrent user licenses is stored. The license server component may only be installed on one computer or virtual machine at a particular point in time.
The use of the client software is allowed for an unlimited time if you have purchased it, and for a limited time if you have rented it. The use rights of a concurrent license are valid worldwide and they are non-exclusive and non-transferrable.
The term “client access license” is a synonym for concurrent user licenses within the product called in-STEP BLUE. The term “floating license” is used with the products called objectiF RM and objectiF RPM.
c) Scope of the Use Rights: Server License
The software consists of two components – server software and client software, the following rights exist for the server software: The server software may only be used on exactly one individual computer at any given time and it may be used exactly once at any given time as a service on this server computer. Use of the server software begins when the service is started and ends when the service is ended. The service simultaneously supports as many users simultaneously as have bought or rented a concurrent license or named user license.
A server license entitles users to make use of the software on a virtual machine and it is not limited by the number of processors.
The use of the server software can be used for an unlimited amount of time for purchase customers or a limited period for rental customers. Server licenses are valid worldwide, and they are non-exclusive and non-transferable.
d) Scope of the Use Rights: Software Rent
To use the software in the rental model, you need at least one named user license or concurrent user license and one server license. The scope of the use rights of the named user license is defined under 2a), the scope of the use rights of the concurrent user license under 2b) and the scope of the use rights of the server license under 2c).
The use of the software in the rental model is subject to a monthly fee for the named user license or concurrent user license. The server license and maintenance are included in the monthly rental fee for the named user license or concurrent user license.
Use of the rented software is permitted for the duration of the rental period. The rental is extended by six months at a time unless it is cancelled at least 10 days before the end of the current rental period. The validity of the license key is automatically extended accordingly. A notification to [email protected] is sufficient to terminate the rental.
The first invoice is issued with the delivery of the license key. Future invoices will be issued at the beginning of each extension of the rental period.
The user rights are valid worldwide, and they are non-exclusive and non-transferable.
e) Scope of the Use Rights: Trial Editions
microTOOL offers Trial Editions of the software products in test versions for free. The granting of these free licenses allows you to install the software on one or more workstations used for private as well as professional (commercial) applications in a way that is customary within this industry. The use of Trial Editions is limited in time and may vary per product. The use of the Trial Editions is limited to the purpose of trying them out as is customary in the industry. The rights of use are valid worldwide, non-exclusive and non-transferable.
f) Scope of the Use Rights: Software tests as a service
microTOOL offers you various tests of the software as a service. Making use of these online tests is free of charge. You are not entitled to access to an online test. The granting of access to an online test authorizes you to use and test the software as a service for private as well as professional (commercial) applications in a way customary within this industry. The use of online tests is limited in time and may vary depending on the specific product. The use rights are valid world-wide, and they are non-exclusive and non-transferable.
g) Scope of Use Rights when Functionality is Extended
If microTOOL develops extensions for the use of the software on your behalf, microTOOL receives perpetual, worldwide and non-exclusive rights to use and exploit the extensions created.
You receive the non-exclusive, perpetual, worldwide right to use the extensions created for the software as part of your order, provided that you have purchased perpetual licenses for the software. You receive the non-exclusive, time-limited, worldwide right to use the software extensions created as part of your order, provided that you have rented licenses for the software.
3. Guarantee
microTOOL guarantees for a period of 12 months from the start of the statutory warranty obligation for the purchase of licenses and for the entire rental period (in the case of rental) that the software is free of errors which nullify or significantly reduce its value or suitability for use by the user. The serviceability of the software, which this contract is based on, is stipulated in the manuals. microTOOL guarantees that the software essentially performs in accordance with the manuals.
a) Fulfillment of the Guarantee
microTOOL fulfils its assumed warranty at microTOOL’s discretion either (a) by refunding the price paid or (b) by repairing or replacing faulty software.
A warranty claim does not apply if the defectiveness of the software is caused by an accident, misuse or incorrect application or is due to the defectiveness of integrated third-party software or services of other manufacturers. For replacement software, microTOOL provides a warranty for the remainder of the original warranty period, but at least for a further 30 days, calculated from the date of receipt of the replacement software.
b) No Guarantee for Specific Purposes of Application
microTOOL does not warrant that the software is suitable for the purposes for which you intend to use it or that it is compatible with other software of your choice. You are solely responsible for the selection, installation and use of the software and for the intended results.
4. Scope of Maintenance Services
In addition to the purchase or rental of licenses, microTOOL offers you maintenance of the licensed software. In the course of maintenance, microTOOL undertakes to provide the following maintenance services:
- Supporting our customers’ employees during the installation and use of the software.
Support is provided by our Support Center in Berlin via telephone at +49 (0)30 467086-20 or email at [email protected] in German or English. The microTOOL support centre is available on weekdays from Monday to Friday during microTOOL business hours. - Solving reproducible program errors after the legal warranty period has ended.
Reproducible program errors are understood to be errors that can be detected in the current and unmodified release of the software on the hardware and system software environment described in the system requirements and online help for the software and that are not attributable to operating or installation errors on the part of the customer/user or to errors in integrated third-party software or services from other manufacturers. If a new software release is issued during the contract period, the service period for the remedy of reproducible program errors for the previous release ends one year after the new software release has been issued. For this purpose, you are obligated to inform microTOOL immediately once a program error is apparent, to sufficiently document the program error, and aid us in appropriately support you until the error has been eliminated. - Ensuring the compatibility of the software with newer versions of the required operating system and the software components used.
The software supports the hardware and system software environments described in the system requirements and online help for the software version. New releases of the software will support subsequent versions of the Windows operating system and software components used. Support for older versions of the operating system and the software components used can be terminated by microTOOL at the point in time at which the manufacturer no longer offers this software on the market or discontinues its support. - Transfer of use rights for new software releases that are issued during the contract period.
The scope of the use rights for a new software release remains unchanged in regard to the scope of use rights for the previous release. Upon use of the new release, use rights for the previous release end.
5. Maintenance Conditions
microTOOL charges an annual maintenance fee for the maintenance of purchased licenses. The maintenance fee for rented licenses is included in the rental fee.
The maintenance fee for purchased licenses, plus statutory VAT, is due annually in advance and must be paid within 30 days of the invoice date without deduction. For subsequent maintenance years, the maintenance fee is calculated on the basis of the list prices valid at the beginning of the financial year. The maintenance agreement shall be extended by a further year in each case if it is not cancelled by you in writing with a notice period of 3 months to the agreed end or to the end of the respective extension.
The maintenance of the rented software ends when you cancel the rental.
You can cancel the maintenance without giving notice if the maintenance activities have not been fulfilled within an adjustment period of 6 weeks. In such a case the maintenance fee that was paid upfront will be reimbursed in a timely manner.
microTOOL retains the right to cancel the maintenance services if you are in arrears for more than 8 weeks and if the maintenance fee has not been paid in full despite two warnings.
If microTOOL terminates the licensing of software, microTOOL can only end the maintenance provisions 5 years after the termination date.
6. Delivery of the Software and Return Policy
microTOOL delivers the purchased or rented software via email. This delivery generally contains the download links, the necessary license keys and, if appropriate, installation instructions.
Returns are not possible.
7. Prices and Payment Conditions
The prices for the purchase or rental of the software and for services are based on offers that microTOOL explicitly provides to you.
The prices for services plus possible travelling expenses are agreed between you and microTOOL.
Unless otherwise agreed, microTOOL delivers the purchased or rented software on account. Payment for services will also be processed by invoice, if necessary in monthly instalments, unless otherwise agreed. The invoice is to be paid within 30 days of the invoice date without deduction.
8. Liability – No Liability for Incurred Damages
With the exception of damages resulting from malicious or gross negligence, microTOOL is not liable for any damage caused by agreed and/or unperformed services, the use or inability to use purchased or rented software, the use or inability to use trial editions and software tests or the provision of maintenance services agreed in accordance with point 4. This also applies without exception to loss of business profit, business interruption, loss of business information or other economic loss, even if microTOOL has been advised of the possibility of such damage in advance. In the case of slight negligence, microTOOL is only liable if a central obligation of the agreement has been violated.
microTOOL’s liability is limited to 3 times the amount paid for the service or software. Liability in the case of rented software is limited to three months of the rental fee. Liability in the case of service as a software is limited to three months’ rent.
The liability for maintenance services of purchased software is limited to 3 times the amount of the annual maintenance fee. Liability for maintenance services of rented software is limited to rent for three months.
The limitation of our liability does not apply to damages that result in physical injury, harm to health or loss of life.
9. Severability Clause
If any provision of these terms is, for any reason, invalid and/or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to cooperate on replacing an invalid and/or unenforceable provision with a valid and/or enforceable provision which most closely approximates the intent and economic effect of the invalid and/or unenforceable provision.
10. German Law
This contract for software use rights is governed by the laws of the Federal Republic of Germany. The contract venue and legal jurisdiction is Berlin, Germany.
The purchaser’s terms and conditions do not apply.
Updated: 31.10.2024