Licence terms

1. Definitions

1.1 "Site" means one physical production location of Licensee, identified by address in the Order.

1.2 "Tag" means one configured data point (node) that the Software reads from a connected source and writes to the historian.

1.3 "Order" means the written quotation or order confirmation accepted by Licensee, which specifies the edition, the permitted number of Sites and Tags, and the applicable fees.

1.4 "Licence File" means the digitally signed file issued by Licensor that records the entitlements granted under the Order.

1.5 "Maintenance Agreement" means the separate agreement covering updates and support, referenced in the Order.

2. Grant of licence

2.1 Subject to payment of all fees due and to continued compliance with this Agreement, Licensor grants Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable right to install and use the Software on the number of Sites stated in the Order, within the Tag limit stated in the Order.

2.2 Licensee may make a reasonable number of copies of the Software solely for backup, disaster recovery and non-productive testing purposes. Such copies are subject to this Agreement.

2.3 Licensee may permit its own employees and contractors to use the Software on behalf of Licensee, provided Licensee remains responsible for their compliance with this Agreement.

2.4 Authorised resellers and integration partners may install and configure the Software on behalf of an end customer solely under a separate written partner agreement with Licensor. Absent such an agreement, no right of distribution is granted.

3. Restrictions

Licensee shall not, and shall not permit any third party to:

3.1 sell, rent, lease, sublicense, distribute, publish or otherwise make the Software available to any third party, whether or not for a fee;

3.2 reverse engineer, decompile or disassemble the Software, except to the extent such restriction is expressly prohibited by applicable mandatory law, and except with respect to the third-party components identified in THIRD_PARTY_LICENSES.md, whose own licence terms prevail;

3.3 modify, adapt or create derivative works of the Software;

3.4 remove, obscure or alter any copyright, trademark, licence or other proprietary notice contained in or displayed by the Software;

3.5 circumvent, disable or tamper with the Licence File verification, or use the Software beyond the entitlements recorded in the Licence File;

3.6 use the Software as, or as part of, a safety instrumented system, an emergency shutdown system, a machine control system, or any system whose failure could result in death, personal injury, environmental damage or material property damage (see clause 8).

4. Ownership

4.1 The Software is licensed, not sold. Licensor retains all right, title and interest in and to the Software, including all intellectual property rights.

4.2 All data collected, stored or produced by the Software in the course of the operations of Licensee remains the exclusive property of Licensee. Licensor claims no right to the process data of Licensee.

5. Licence file and entitlement verification

5.1 The Software reads a Licence File and displays the recorded entitlements and the current usage against them.

5.2 The Software does not disable, throttle or interrupt data acquisition when the Licence File is absent, expired or exceeded. It displays a warning only. This is a deliberate design decision so that a licensing condition can never cause loss of production data.

5.3 Licensee shall notify Licensor and obtain an amended Order where usage structurally exceeds the recorded entitlements.

5.4 The Software does not transmit usage, telemetry or process data to Licensor. Any update check is disabled by default and can be enabled by an administrator.

6. Maintenance, support and updates

6.1 Maintenance and support are not included in this Agreement and are governed exclusively by the Maintenance Agreement.

6.2 Where the Order includes an initial maintenance period, updates released during that period are supplied under this Agreement and become part of the Software.

6.3 Expiry of the Maintenance Agreement does not terminate the licence granted in clause 2. Licensee may continue to use the last version supplied, without entitlement to further updates or support.

7. Limited warranty

7.1 Licensor warrants that, for ninety (90) days from the date of acceptance recorded in the commissioning protocol, the Software will perform materially in accordance with the user manual supplied with it.

7.2 The entire liability of Licensor and the exclusive remedy of Licensee for breach of clause 7.1 is, at the option of Licensor, correction of the non-conformity or refund of the licence fee paid for the affected Site against return of the Software.

7.3 The warranty does not apply where the non-conformity results from modification of the Software, use contrary to the documentation, defects in the network, hardware, PLCs or third-party systems of Licensee, or from use outside the environments described in the documentation.

7.4 EXCEPT AS EXPRESSLY SET OUT IN THIS CLAUSE 7, THE SOFTWARE IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

8. Intended use and exclusions

EdgeForge is intended for recording and visualising process data. It is not a safety system, not a control system, and not a validated system within the meaning of GMP/GxP. It must not be used as the sole basis for decisions with safety, environmental or compliance consequences.

Licensee is responsible for ensuring that its use of the Software complies with all regulations applicable to its industry, and for maintaining independent records where such regulations require them.

9. Limitation of liability

9.1 The total aggregate liability of Licensor arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by Licensee to Licensor under the Order in the twelve (12) months preceding the event giving rise to the claim.

9.2 Licensor is not liable for any indirect or consequential loss, including loss of production, loss of profit, loss of turnover, loss of data, loss of goodwill, or the cost of substitute systems.

9.3 The limitations in this clause 9 do not apply to liability that cannot be excluded or limited under applicable mandatory law, including liability for death or personal injury caused by negligence, or for intent or wilful recklessness.

9.4 Any claim must be notified to Licensor in writing within twelve (12) months of the date on which Licensee became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

10. Term and termination

10.1 This Agreement takes effect on first installation and continues perpetually unless terminated in accordance with this clause.

10.2 Licensor may terminate this Agreement with immediate effect by written notice if Licensee materially breaches clause 3 and, where the breach is capable of remedy, fails to remedy it within thirty (30) days of written notice.

10.3 On termination Licensee shall cease all use of the Software and destroy all copies. Clauses 4, 8, 9, 11, 12 and 15 survive termination.

11. Continuity

11.1 If Licensor permanently ceases business operations, or fails for more than ninety (90) consecutive days to meet its obligations under a current Maintenance Agreement, Licensee is granted a perpetual, non-exclusive right to obtain and use the source code of the Software for the sole purpose of maintaining its own installation.

11.2 Source code escrow with an independent escrow agent is available on request at the cost of Licensee.

12. Third-party components

The Software incorporates third-party open-source components. These are listed, with their versions and licence terms, in THIRD_PARTY_LICENSES.md, supplied with the Software. Those components are licensed to Licensee under their own terms, which prevail over this Agreement in respect of those components. Nothing in this Agreement restricts any right Licensee has under those terms.

13. Confidentiality

Each party shall keep confidential all non-public information received from the other party in connection with this Agreement, and shall use it only for the purposes of this Agreement. This obligation survives for five (5) years after termination.

14. Personal data

14.1 The Software stores user account names, login timestamps, source IP addresses and an audit log of administrative actions. This data resides exclusively on the infrastructure of Licensee.

14.2 Where Licensor is given access to an installation of Licensee for support purposes, Licensor acts as a processor within the meaning of the GDPR. A separate data processing agreement applies and forms part of the Maintenance Agreement.

15. Governing law and jurisdiction

15.1 This Agreement is governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Any dispute shall be submitted exclusively to the competent court in Noord-Holland, the Netherlands.

15.3 The general terms and conditions of Licensor apply in addition to this Agreement. In the event of conflict, this Agreement prevails in respect of the licence itself.

16. Contact

Haan Software Solutions
Purmerend, Noord-Holland, the Netherlands
Chamber of Commerce: 42089833
VAT: NL005487897B42
info@haansoftwaresolutions.nl