Notices

Partner Terms and Conditions

Latest change of Jun 1 2024:

Changed the price index from CPI to LCI (Eurostat labour cost index) and ECI (USA employment cost index).

Changed paragraph to cover both jurisdictions for Servoy BV and Inc.

The Agreement and all Product Order Forms where this is signed by Servoy BV shall be construed, interpreted, and applied in accordance with the laws of The Netherlands. Any dispute arising between the parties shall be settled by the appropriate court of Amsterdam.

The Agreement and all Product Order Forms where this is signed by Servoy Inc shall be construed, interpreted, and applied in accordance with the laws of the state of California. Any dispute arising between the parties shall be settled by the appropriate court in Los Angeles County.

Altered in Jul 2024

Added Servoy Inc

Changed 11.16 to

End-User shall mean an entity with which the Partner has settled a Licence Agreement for the performance of the Activities  for its internal business.

Changed 11.17 to

Licence Agreement shall mean the written agreement which Partner must enter into with every End-User regarding the performance of the Activities  in accordance with the Agreement.

 Changed 11.18 to

Measuring Unit shall mean, if applicable,  the unit of account in accordance with which the use of the Hosting, Servoy Software and/or the Third Party Applications is measured. Such unit can be e.g.: a concurrent user, named user, etc. The licenced quantity of Measuring Units is indicated in the Product Order Form.

Changed 2.1 to

Licence. Upon acceptance by Servoy of the Product Order Form and in return for the Partner fee paid and subject to the Agreement, Servoy grants Partner the non-transferable right solely to perform the Activities on a non-exclusive basis towards End-Users during the Term. Activities shall only be provided for the (internal business) benefit of the End-Users. This appointment (the Licence) contains the granting of the  right  by Servoy to Partner to sub-licence the Servoy Software and to perform the Activities  in accordance with the Agreement.
This Article 2.1 applies accordingly towards the sub-sub licence of Third Party Application. The possible fee due for this right to sub-sub licence is mentioned separately in the Product Order Form.
Partner acknowledges and warrants that under the Agreement, it is only entitled to perform the Activities regarding the Servoy Software solely combined with the Partner Product and that its rights under the Agreement do not relate to the Servoy Software as a ‘stand-alone’ product.

Changed 2.5 to

Test/Demo internal Licence Partner. Servoy hereby grants to Partner during the Term a licence to use and apply at specific location(s) of Partner, the Servoy Software as indicated in the Product Order Form at its location without charge (except for any third party fees) for the purpose only of supporting the performance of the Activities. 

Changed 2.8 to

Ownership Rights. Partner only acquires the right to use the Servoy Software subject to the Agreement. Partner confirms and acknowledges that all intellectual property rights used or embodied in the Servoy Software shall be and remain the sole property of Servoy. Partner shall maintain the copyright and proprietary notice on the Servoy Software and shall reproduce such copyright and proprietary notice on the Servoy Software. Partner remains liable for the protection and security of such copy(-ies). Partner recognizes and agrees that it obtains no rights in the Servoy Software or other materials provided by Servoy except for the limited rights specifically granted in the Agreement. This Article 2.8 applies accordingly towards Third Party Applications and towards the ownership rights of the relevant owners/licensors. 

Changed 3.5 to

Partner is entitled to appoint a sub-contractor to carry out any right and obligations under the Agreement. Partner shall provide Servoy a list of names and other relevant details of any such the sub-contractors. Partner is and remains fully responsible and liable for the proper compliance by its sub-contractors with  all rights and obligations of the Agreement.

Changed 4.1 to

4.1 Contents Support. Subject to the Support level concerned as agreed as part of the Product Order Form, Servoy shall provide Partner either level A in return for the payment of the Partner Fee (see Article 2.4) and - if agreed as part of the Product Order Form - on top of level A also level B, C or D Support in return for the applicable Support fees in the English and/or Dutch language as of the starting date indicated in the Product Order Form. 

Changed 7.1 to

7.1 Fees. In consideration of the Licence granted under the Agreement, Partner will pay to Servoy:

The Partner fee (“Partner fee”) which consist of two (2) amounts:
a. The minimum tier fee (MTF). An annual non-returnable (but recoupable from the  income as mentioned in Article 7.1.b) minimum  fee which annual amount is indicated in the Product Order Form (net of all taxes, if any). The payment schedule of this  minimum tier  fee is indicated in the Product Order Form.

b.
i) An annual amount due per Measuring Unit licenced by Partner to End-Users; or
ii) The equivalent of the percentage(-s) of the application attached revenue (PoA). Application attached revenue means any fees due for the performance of the Activities charged (turnover made) by Partner to End-Users.  
The amount respectively the percentage(-s) payable are  indicated in the Product Order Form.

Any duty or tax other than VAT will not be deducted by Partner as far as calculation and payment of the Partner fee is concerned.

Partner shall deliver to Servoy no later than fourteen (14) days after the period as indicated in the Product Order Form (e.g. calendar month/quarter/year) a statement of account specifying the Partner fee payment as indicated in Article 7.1.b. This statement of account shall be drafted according the report as indicated at https://servoy.com/download/statementofaccount. The statement of account shall also be rendered if there are no Partner fee payments to be made in favour of Servoy. Subsequently Servoy shall invoice Partner the  Partner fee.

Acceptance by Servoy of any sums by way of the Partner fee shall not prevent Servoy at any later date disputing or demanding particulars with reference to the amounts finally due by way of Partner fee nor shall acceptance constitute waiver of any breach on any term hereof by the Partner if any shall occur.

Furthermore Partner will pay to Servoy the:
Appsurance Program fee - the fee due and the applicable period are indicated in the Product Order Form.
Support fee - monthly fixed fee regardless the number of End-Users/Measuring Units.
Services fee -  the fee as agreed in the Product Order Form due for the provision of the Services, as well Servoy’s hourly rate for consultancy.
Hosting fee for the pipeline phase respectively for the deployment/production phase - see Article 2.2. and the Product Order Form.
Third Party Application fee - amount due by Partner for the use/provision of sub-sub licences to End-Users of Third Party Applications, the fees due, payment schedule and the applicable period are indicated in the Product Order Form.

Changed 7.2 to

Pricing. The agreed upon Partner fee  due by Partner to Servoy  is due as of the Effective Date. The agreed upon fees due by Partner to Servoy for the Appsurance Program, the Support, the Services and Hosting are due as of the relevant starting date indicated in the Product Order Form. The Partner fee and the fees for Appsurance Program, Support, Services, Hosting and Servoy’s hourly fees for consultancy are annually subject to a possible increase in accordance with the LCI (Servoy BV: Eurostat: labour cost index), ECI (Servoy Inc.: US Bureau of labour statistics: Employment cost index) or a maximum of five percent (5 %) whichever is higher.

Changed 7.3 to

Payment term. Unless otherwise agreed in the Product Order Form, all invoices are due and payable within thirty (30) calendar days of the date of the invoice. Partner’s failure to pay any amount due, shall constitute a material breach of the Agreement. Any amounts due to Servoy hereunder which are not paid within fourteen (14) calendar days after they are due under the Agreement shall incur interest at the rate of one and one half percent (1 ½%) per month or any part of the month. The interest shall be calculated from the date payment is originally due hereunder until the date payment is made in full. Partner shall pay such interest and all payments shall first be applied to interest and then to principal. All legal/ collection costs and expenses (including related attorneys’ fees) incurred by Servoy in enforcing its rights in relation to any overdue payment shall be paid by Partner to Servoy.

Notwithstanding the foregoing, nothing in this Article 7.3 shall be construed as to limit any rights or remedies available to Servoy in the event Partner is delinquent in the payment of amounts due hereunder including but not limited to a penalty equal to an annual increase of the then current Partner  fee with 18%.

Servoy shall have no obligation to provide the Licence/Releases, Appsurance, Support, Hosting and/or Services, until the full payment of the relevant fees has been received. Servoy may terminate or suspend the provision of the same immediately upon written notice if any payment due to Servoy is more than fourteen (14) calendar days past due.

Changed 7.7 to 
Offset. Fees and/or charges due under the Agreement may not be withheld or offset by Partner against amounts possibly owed by Servoy under any circumstances.

Changed 9.2 to

Servoy grants Partner a non-exclusive, non-transferable Licence solely during the Term, to use the trademark(s) either owned by Servoy or for which Servoy is permitted in order to perform the Activities. However Partner shall not use any such trademarks in its own advertisement and promotional material without the prior written approval of Servoy, which approval shall not unreasonably be withheld. Partner shall fully comply with all instructions, directions and specifications as Servoy may from time to time give to Partner in respect of the manners and styles according to which any trademark(s) may be used. In all cases where the trademarks are used by Partner, they shall be acknowledged as the property of the owner of such trademarks in the material issued.

Changed 9.4 to

Servoy shall have no liability for any claim of intellectual property right infringement based on the (i) use of other than the then latest Maintenance Release, if such infringement could have been avoided by the use of the latest Maintenance Release, or (ii) use of a modified version of the Servoy Software where the infringement would have been avoided by using the standard Servoy Software, or (iii) use of the Servoy Software in conjunction with Partner data where use with such data gave rise to the infringement claim, (iv) use of the Servoy Software with other software or hardware, where use with such other software or hardware gave rise to the infringement claim; (v) use of any Servoy Software in a manner inconsistent with the Software Product Description , (vi) use of the Open Source Product/Third Party Application and/or (vii) use of the Software that breaches the Agreement.

Changed 10.3 to

Warranty Limitations. There are limits to the limited warranty described above. These are as follows:

a. Partner must provide written notice of the Servoy Software malfunction in reasonable detail within the warranty period.

b. Partner must have installed the latest Long Term Support  Release.

c. If Partner modifies the Servoy Software in any way, then the warranty applies only to the unmodified/standard Servoy Software as distributed by Servoy. Partner must maintain any modification to the Servoy Software separately from the Servoy Software provided by Servoy.

d. Partner must have installed and/or use the latest revision of all prerequisite underlying technology, operating system software, hardware, and configurations currently recommended by Servoy as among others described in the Software Product Description.

e. Servoy shall not be obligated to remedy any Bug which Servoy cannot reproduce/repeat in a standard version of the Servoy Software on officially supported configurations.

f. Servoy shall not be liable for any malfunction or error resulting from improper use by End-User/Partner of the Servoy Software.

Changed 12.1 to

Procedures. In the event of expiration or termination of the Agreement, subject to Article 12.2, Partner shall:

         i) discontinue all use of the Servoy Software and the Third Party Application and its designation as partner of Servoy;

         ii) within fourteen (14) calendar days of termination return to Servoy and not keep any copies of the Servoy Software/Third Party Application and any other information supplied under the Agreement whether designated proprietary or not, together with all unused advertising and promotional material provided by Servoy and testify in writing that all and any copies of the Servoy Software, Third Party Application and mentioned material are returned to Servoy;

(iii) immediately discontinue all use of any trademark(s); and

(iv) pay Servoy all accrued and unpaid amounts then due and owing in accordance with the Agreement as and when the same would have in the normal course fallen due for payment and/or all future payments and other amounts as and when becoming due hereunder.

added 12.2

Subject to Article 12.1, parties agree that in case the Agreement was not terminated for the  violation(-s) of Servoy’s intellectual property rights, for a breach of the Agreement by Partner (Article 11.2) and/or for insolvency (Article 11.3), the following applies:

1. Partner may retain a limited-use licence to use the Servoy Software if required to comply with applicable law and to the extent necessary to continue the performance of the Activities to its then current installed End User base. Partner  will not retain this limited-use licence for any other purpose. Partner is not entitled to settle any new Licence Agreement. Despite the fact that parties acknowledges that the Agreement is terminated, all relevant provisions of the Agreement remain valid.
2. Partner shall continue to pay to Servoy the Partner fee and any other fee as indicated in Article 7.1 as long as the End-Users continue to pay to/are charged by Partner for the performance of any of the Activities. Such payment obligations indicated in the Agreement of Partner remain fully valid.   
3. In the event an End-User desires to continue the use of its then current licensed Release without obtaining any other service/Activity from Partner regarding the Partner Product, Partner is entitled to allow such End User the right to continue the use of the same subject to the provisions/limitations of the Licence Agreement concerned without charge. Provided that, such allowance is conditional on the written confirmation of the End User (copy of which to be handed over by Partner to Servoy) that it agrees that such continued use of the Servoy Software is without the provision any support/warranty/liability from Partner respectively from Servoy.
This Article 12.2.3 is also applicable during the Term.
12.2 now 12.3
12.3 now 12.4


Changed 13.1 to

Law. The Agreement and all Product Order Forms, and all legal relationships/actions arising under them or which are related to them, where this is signed by Servoy BV shall be construed, interpreted, and applied in accordance with the laws of The Netherlands. Any dispute arising between the parties shall be settled by the appropriate court of Amsterdam.

The Agreement and all Product Order Forms, and all legal relationships/actions arising under them or which are related to them, where this is signed by Servoy Inc. shall be construed, interpreted, and applied in accordance with the laws of the state of California. Any dispute arising between the parties shall be settled by the appropriate court in Los Angeles County.

Added to 2.5

As far as available, nightly builds of the Servoy Software and Release candidates are made accessible to the public.  

Added to 2.9

However, Servoy shall endeavour to follow changes of federal, national, state and local laws to the extent that such required in order to establish the conformity of the Software with the laws. However, since the impact of such changes, the geographical scope and the time schedule of such changes are not clear in advance and may be dependent on political decisions, Servoy is not able to make any statement nor provide any guarantee with respect to the scope of changes needed and any date of compliance to such changes by the Software.

Altered in October 2024

Changed 2.1 to

2.1 Licence. Upon acceptance by Servoy of the Product Order Form and in return for the Partner fee paid and subject to the Agreement, Servoy grants Partner the non-transferable right solely to perform the Activities on a non-exclusive basis towards End-Users during the Term. Activities shall only be provided for the (internal business) benefit of the End-Users. In the event Partner is contacted by an ISV or any company which is willing to use the Software for external business (not being an End-User), Partner shall without any undue delay refer such request to Servoy. This appointment (the Licence) contains the granting of the right by Servoy to Partner to sub-licence the Servoy Software and to perform the Activities in accordance with the Agreement.
This Article 2.1 applies accordingly towards the sub-sub licence of Third Party Application. The possible fee due for this right to sub-sub licence is mentioned separately in the Product Order Form.
Partner acknowledges and warrants that under the Agreement, it is only entitled to perform the Activities regarding the Servoy Software solely combined with the Partner Product and that its rights under the Agreement do not relate to the Servoy Software as a ‘stand-alone’ product.

Altered Dec 2024

Paragraph 7.3

Changed percentage interest on late payments to 2.5%

Altered Okt 2025

extended Art. 7.6

End user  Terms and Conditions

Altered in October 2024

Added to 1.16

‘and if applicable External Users’

Added 1.17, 1.18, 1.19:

1.17 Concurrent User shall mean any Internal User who is actively logged into and using the Servoy Software at a given point in time. The total number of Concurrent Users is limited to a specific number as defined in the Product Order Form. The Servoy Software may be accessed by multiple Internal Users, but the number of Internal Users accessing the Servoy software simultaneously shall not exceed the number of Concurrent User licenses purchased by the End-User. The End-User must ensure compliance with this limit through proper management and monitoring of software usage.

1.18 Internal User shall mean any individual who is employed by the End-User or otherwise directly engaged by the End-User under a formal employment or contractual relationship, including full-time employees, part-time employees and temporary staff. Internal Users are individuals who use the Servoy Software solely for the internal business operation of the End-User. For the avoidance of doubt, Internal Users do not include employees/staff of partners, suppliers, customers, vendors, consultants purchasing from/providing products/services to End-User. The End-User is responsible for ensuring that only qualified Internal Users access and utilize the Servoy Software in compliance with the terms of the Agreement.

1.19 External Users shall mean by the customers and/or (services) suppliers of End-User. End-User shall not permit third parties to use or to have access to the Software. Provided that, if and to the extent agreed upon in the Product Order Form, End-User may be entitled to grant access to the Software, by its customers and/or (services) suppliers in relation to sales/purchase order entry and for the sole benefit of End-User. This includes that such customer and/or (service) supplier may have no commercial purposes in relation to the use/access of the Software other than for the benefit of End-User. The total number of External Users is limited to a specific number as defined in the Product Order Form. End-User is not entitled to charge such customer and/or (service) supplier any fee for such use/access. End-User is fully liable for a breach of this provision by such customer and/or (service) supplier. End-User will upon request of Servoy provide all relevant information as to such customers and/or (service) suppliers and related use.

Changed 8.1, paragraph License Fee to

License fee (minimum annual tier fee + the fee for any additional Concurrent User(-s) above the minimum number of the relevant tier: 50, 100, 250, 1000 or 2000 + the fee for possible External Users) - an annual non-returnable License fee which amount and payment schedule are indicated in the Product Order Form (net of all taxes, if any).

Changed december 2024

Paragraph 8.3

Changed percentage interest on late payments to 2.5%