General Terms of Software Supply


(a) Ramboll has developed certain software applications which it makes available to subscribers.

(b) The Customer wishes to use Ramboll's software in its business operations.

Agreed terms

1. Interpretation

2. User Subscription

3. Additional user subscriptions

3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in Error! Reference source not found. Supply Agreement and Ramboll shall grant access to the Software to such additional Authorised Users in accordance with the provisions of this Agreement.

3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify Ramboll in writing. Ramboll shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where Ramboll approves the request, Ramboll shall activate the additional User Subscriptions within 5 days of its approval of the Customer's request.

3.3 If Ramboll approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of Ramboll's invoice, pay to Ramboll the relevant fees for such additional User Subscriptions as set out in the Supply Agreement and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Ramboll for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. Services

4.1 Ramboll shall, during the Subscription Term, provide the Software and the Services to the Customer on and subject to the terms of this Agreement, including the delivery method stated in the Supply Agreement.

4.2 If specified in the Supply Agreement, Ramboll will provide the Customer with Ramboll's standard customer support services during Normal Business Hours in accordance with Ramboll's Support Services Policy in effect at the time that the Services are provided. Ramboll may amend the Support Services Policy in its sole and absolute discretion from time to time.  The Customer may purchase enhanced support services separately at Ramboll's then current rates.

4.3 Ramboll shall use reasonable efforts during Normal Business Hours (taking into account the availability of personnel with a technical knowledge of the Software):

(i) to remedy any Warranty Non-Conformance outside the Warranty Period; or
(ii) respond to any reasonable queries from the Customer’s administrator users, provided that (a) those users have appropriate experience with the Software; and (b) such query is not addressed in the Documentation.

4.4 Except where the Software has been customised (whether as Services or otherwise), the Customer may request that Ramboll updates the Software to the latest Major Version. Where it does so, Ramboll shall so do so as soon as reasonably practicable, taking into account the volume of requests it has received and Ramboll personnel available to do so.  Unless otherwise agreed by the parties in writing, the User Subscriptions shall not include any New Modules to the applicable Software made available by Ramboll to its customers for separate fees unless purchased under a separate written agreement.

4.5 The Third Party Data which is made accessible to the Customer through the Software is licensed to the Customer on the terms offered by the applicable third party provider. The Customer acknowledges and agrees that:

(i) where it is permitted for Ramboll to grant the Customer a sub-licence to Open Source Software, it does so on the terms of the original licence as provided in the included README file; and
(ii) where it is not possible for Ramboll to grant the Customer a sub-licence to Open Source Software, that Open Source Software is licensed directly to the Customer by its vendor(s).

5. Customer data and Data Privacy

6. Customer's obligations

7. Charges and payment

7.1 The Customer shall pay the Subscription Fees to Ramboll for the User Subscriptions in accordance with this clause 7 and the Supply Agreement.

7.2 The Customer shall on the Effective Date provide to Ramboll valid, up-to-date approved purchase order information acceptable to Ramboll and any other relevant valid, up-to-date and complete contact and billing details. Ramboll shall invoice the Customer:

(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 12.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice.

7.3 If Ramboll has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Ramboll:

(a) Ramboll may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Software and Ramboll shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the central bank of the country prescribed by the Applicable Law, commencing on the due date and continuing until fully paid, whether before or after judgment.

7.4 All amounts and fees stated or referred to in this Agreement:

(a) shall be payable in the currency defined in the Supply Agreement;
(b) are, subject to clause 11.3(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to Ramboll's invoice(s) at the appropriate rate. Subscription Fees do not include applicable taxes.  The Customer agrees to bear and be responsible for the payment of all taxes, except for taxes based upon Ramboll’s income, including but not limited to, withholding, all sales, use, rental receipt, personal property, customs duties or levies or other taxes, which may be levied or assessed in connection with this Agreement.  The Customer shall pay such tax when due or reimburse Ramboll as Ramboll may request.  If any tax is required to be paid by Ramboll, the full amount of such tax, including any interest and penalties, will be billed to the Customer separately, whether or not this Agreement is then in effect, and promptly paid by the Customer.

7.5 Ramboll shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3, the support fees payable pursuant to clause 4.2 at the start of each Renewal Period upon 90 days' prior notice to the Customer and the Supply Agreement shall be deemed to have been amended accordingly.

8. Proprietary rights

9. Confidentiality

9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

9.2 Subject to clause 9.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

9.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

9.5 The Customer acknowledges that details of the Software, and the results of any Services, constitute Ramboll's Confidential Information.

10. Warranties, Disclaimer and Indemnity

11. Limitation of liability

12. Term and termination

12.1 This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(d) to clause 12.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(m) there is a change of control of the other party; or
(n) any warranty given by Ramboll in Error! Bookmark not defined.10.1 of this Agreement is found to be untrue or misleading.

12.3 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Software or Services;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

12.4 Ramboll may suspend the Customer’s access to, or use of, the Software if Ramboll reasonably believes that (a) there is a significant threat to the functionality, security, integrity, or availability of the Software or any content, data, or applications in the Software; or (b) the Customer is accessing or using the Software to commit an illegal act. When reasonably practicable and lawfully permitted, Ramboll will provide the Customer with advance notice of any such suspension. Ramboll will use reasonable efforts to re-establish the Software access promptly after Ramboll determines that the issue causing the suspension has been resolved. During any suspension period, Ramboll may, but is not obligated to, make Customer Data (as it existed on the suspension date) available to the Customer, unless otherwise prohibited by law. Any suspension under this clause shall not excuse the Customer from the Customer’s obligation to make payments under this Agreement. The Customer may terminate the Software and be refunded all unused and prepaid fees in the event the suspension extends for more than twenty (20) Business Days.

13. Service Outages and Usage Monitoring.

13.1 Ramboll shall use commercially reasonable efforts to provide availability to the Software at all times during Normal Business Hours, however Ramboll will have no liability for any failure to provide access to the Software during;

(a) holidays and weekends;
(b) any Scheduled Outage or Emergency Maintenance Period;
(c) unavailability resulting from a force majeure event;
(d) unavailability of third-party data used in or necessary for accurate use of the Services; or
(e) unavailability caused, directly or indirectly, by the acts or omissions of the Customer or its employees, agents, contractors, or representatives or by the Customer’s or its employees’, agents’, contractors’, or representatives’ equipment. 

Ramboll shall provide initial notice to a designated Customer representative by telephone, e-mail, or comparable notification service promptly after Ramboll becomes aware of an event that has caused or may require Emergency Maintenance.  In the event the Customer first becomes aware of an outage, the Customer shall promptly provide initial notice to Ramboll.

14. Conflict

If there is an inconsistency between any of the provisions in the main body of this Agreement, the Supply Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

15. Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Severance

17. Entire Agreement

17.1 This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18. Assignment

19. Third party rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

20. Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Applicable Law. Each party irrevocably agrees that the courts of the Applicable Law shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

21. Compliance with Laws and Standards of Conduct