USER LICENSE
Article 1 - Purpose of these general terms and conditions
The purpose of these general terms and conditions is to specify the conditions under which PT SYDECO grants the USER a right to use the SOFTWARE and HARDWARE delivered and ensures its maintenance, pursuant to a purchase order signed between PARTIES.
Article 2 - Scope of application
The term SOFTWARE includes any program created by PT SYDECO and which is made available to the user pursuant to a contract that allows him to use it for his own benefit or that of the natural or legal person designated in the purchase order or in any other contract or legal act that binds the parties and by which he receives this right.
The term HARDWARE designates any physical medium used to host the software package(s) and which is delivered to the USER at the same time as the SOFTWARE. Included in this term are the case, server, all internal parts of the case or server, motherboard, hard drives and any other component that may be found there.
The PARTIES are the natural or legal persons who signed the purchase order under which the USER received the right to use the HARDWARE and SOFTWARE belonging to PT SYDECO.
The USER is the party who receives from PT SYDECO the right to use the SOFTWARE.
This user license covers both the SOFTWARE and the HARDWARE.
Article 3 - Right of use
PT SYDECO grants the USER a personal and non-exclusive right to use the SOFTWARE and HARDWARE for its own needs. For the execution of these general conditions, PT SYDECO grants the USER the right to use said SOFTWARE and its documentation within the limit of the number of workstations provided for in the purchase order. A workstation corresponds to a screen and a keyboard. The USER is responsible for ensuring compliance with these general conditions by its personnel and subcontractors. The right of use is granted for the duration of the intellectual property rights on the SOFTWARE and for the entire world.
Article 4 - Price and payment terms
In return for the license to use the SOFTWARE, the USER agrees to pay the price indicated in the purchase order on the date and time.
The USER only has a right to use the SOFTWARE from the full payment of the user fee.
Article 5 - Warranty and Maintenance
The warranty period extends for 36 months from the day the SOFTWARE is put into service or from its receipt by the USER or finally from the date specified in the order form. Only the earliest date will be used in calculating the starting point of the warranty.
The HARDWARE warranty extends for 12 months from the delivery date.
During this period, PT SYDECO guarantees the USER against any occurrence of anomalies, incidents, errors or malfunctions in relation to the specifications. A register of anomalies and a register of PT SYDECO interventions will be kept for this purpose. PT SYDECO undertakes to remedy, free of charge, the incident detected, identified and reproducible by the USER. However, the accommodation and travel expenses of the personnel that would prove necessary to remedy the incident will be reimbursed to PT SYDECO by the USER upon presentation of supporting documents. If the request for intervention is motivated by an incident not attributable to the SOFTWARE in its version provided by PT SYDECO, the latter will invoice, in addition to the accommodation and travel expenses, the time spent at the price in effect at PT SYDECO on the date of the intervention.
At the end of the warranty period, a maintenance contract may be concluded between the PARTIES for a period of one (1) year. This maintenance will be renewed annually by tacit agreement, unless terminated by one of the PARTIES one (1) month before the annual deadline. The maintenance subscription gives rise to the payment of an annual fee at the rate in effect when the maintenance contract is signed or when said contract is renewed.
Any service or assistance not provided for in the context of maintenance and/or this agreement must be the subject of an amendment.
Article 6 - Termination
6.1 By PT SYDECO
PT SYDECO reserves the right to terminate unilaterally and automatically the user license and maintenance services, without prejudice to any damages in the following cases:
- non-payment by the USER of the user license fee or the maintenance fee at each contractual deadline, on behalf of the USER, after formal notice sent to the USER by registered letter with acknowledgement of receipt and remaining without effect within eight (8) days;
- infringement of copyright. In the event of termination, the USER undertakes to uninstall the SOFTWARE on each workstation.
6.2 By the USER
The USER may terminate the maintenance services at their contractual expiry date with two (2) months' notice, by simple notification by registered letter with acknowledgement of receipt addressed to PT SYDECO.
6.3 By the PARTIES
In the event of a breach by one of the PARTIES of one or more of its obligations under these general terms and conditions, not remedied within twenty (20) calendar days from the sending of a registered letter with acknowledgement of receipt notifying said breach, the other PARTY may automatically terminate these general terms and conditions, without prejudice to any compensation that the latter may claim.
Article 7 – Sublicense
The USER may only use the SOFTWARE and HARDWARE for its own needs. As such, it is prohibited from granting sublicenses. The USER may not grant, even free of charge, the right of use to third parties.
Article 8 – Property
The SOFTWARE and its documentation referred to in Article 3, as well as any copy and the HARDWARE, remain the exclusive property of PT SYDECO, which reserves the right to be the author in accordance with the provisions of the Intellectual Property Code.
The SOFTWARE may not be assigned, copied, cloned, duplicated, contributed or transferred without the written consent of PT SYDECO. PT SYDECO guarantees the USER against any infringement proceedings that may be brought against it, provided however that it is notified in writing and as soon as possible by the USER and that the SOFTWARE has not been modified by the USER.
The license granted by PT SYDECO gives the USER the right to use the SOFTWARE PACKAGE belonging to PT SYDECO, on the hardware designated in the purchase order, which implies that:
- The USER agrees to use this SOFTWARE PACKAGE only for its own needs. It is prohibited from providing the SOFTWARE PACKAGE in any form whatsoever or making it available to anyone except its employees;
- The USER agrees not to develop or market the SOFTWARE PACKAGE that is the subject of this purchase order or products that may compete with it;
- The USER may not modify the SOFTWARE PACKAGE or adapt it without the express prior written authorization of PT SYDECO;
- The USER may not under any circumstances open the hardware or alter or modify any of its functions or hardware parts such as the motherboard, processors or disks supporting the programs.
- The USER may not correct errors affecting the SOFTWARE, the PARTIES expressly agreeing to reserve this correction to PT SYDECO.
Article 9 - Non-transferability
It is expressly agreed that the rights granted by PT SYDECO cannot be transferred to a third party by the USER. The rights of use are not transferable, even in the event of transfer of the business, lease management, merger or any other operation at the end of which the USER's rights would be transferred to a third party.
Article 10 – Equipment
The USER must use the equipment and programs (SOFTWARE) as a good father and according to the use for which they are intended.
The use of the SOFTWARE on any other equipment, even if operated by the USER, is prohibited. Any modification of the equipment or additional installation to the equipment delivered must be subject to prior written agreement from PT SYDECO.
Any transfer of the SOFTWARE to a site not belonging to the USER or to equipment other than that provided by PT SYDECO must be subject to prior written agreement from PT SYDECO, which reserves the right to refuse the transfer.
Article 11 – Disclosure
The SOFTWARE is part of the manufacturing secrets and know-how of PT SYDECO and must be considered by the USER as confidential information, whether or not it can be protected by an intellectual property right, patent, copyright, or in another way.
As such, the USER is prohibited from communicating the SOFTWARE in its source or executable versions as well as the programs and other elements (documentation, etc.) constituting all or part of the software. The USER also undertakes to take all necessary measures to ensure that the SOFTWARE and its documentation are not made available to third parties and undertakes that its collaborators, or its staff, respect these obligations and the copyright of PT SYDECO. The USER undertakes to take all necessary precautions to avoid disclosure or reproduction or illicit use by its personnel and/or service providers, in particular by having the latter sign a personal confidentiality agreement. The USER undertakes not to use the specifications of the SOFTWARE PACKAGE to create or allow the creation of a program with the same purpose.
By express agreement, PT SYDECO is authorized to verify compliance with these obligations at any time. In the event that the USER does not comply with the obligations mentioned in this article, PT SYDECO reserves the right to claim compensation from the USER in an amount equal to two (2) times the price paid by the USER and which appears on the order form.
Article 12 - Modifications
The USER undertakes not to make any changes to the elements provided by PT SYDECO, without the prior written consent of the latter. Failure to comply with this clause will result in the USER being deprived of the benefit of the warranty and maintenance without the USER being able to claim any compensation as a result.
Article 13 – Liability
PT SYDECO is subject to an obligation of means, to the exclusion of all others. It guarantees the conformity of the SOFTWARE to the specifications described in its documentation. The USER assumes all responsibilities other than that of conformity of the SOFTWARE to the specifications and in particular those concerning:
- the operation of the SOFTWARE;
- the use of the HARDWARE;
- the qualification and competence of its personnel.
The USER is, in addition, responsible for the protection of the recorded data and the repair of the databases, the results obtained, the conformity of the use of the SOFTWARE to the legislation. PT SYDECO disclaims all liability in the event of non-conformity of the SOFTWARE to the regulations in force during a given period if the maintenance services are not ordered for this period. It is the USER's responsibility to develop operating procedures and to set up appropriate control points and security mechanisms for saving and restoring data in the event of anomalies in the running of the programs.
The USER alone assumes any malfunctions and damages due to a modification of the SOFTWARE PACKAGE, even minimal, carried out with or without the authorization of PT SYDECO. The USER expressly acknowledges having received from PT SYDECO all the necessary information allowing him to assess the suitability of the SOFTWARE PACKAGE to his needs and to take all useful precautions for its implementation and operation. PT SYDECO will not be required under any circumstances to repair any direct or indirect damages, even if it has been informed of such damages. The USER will be solely responsible for the use of the SOFTWARE PACKAGE.
The PARTIES will not be liable for indirect damages suffered by the other PARTY. The liability of a PARTY for any direct damage suffered by the other PARTY under these general terms and conditions is capped at one (1) time the price paid by the USER and which appears on the purchase order.
Article 14 – Disputes
The purchase order and these general terms and conditions are subject to Indonesian law. Any dispute relating to the interpretation or execution of the purchase order and these general terms and conditions will be submitted to the competent courts of Yogyakarta.
Article 15 - Entirety - Partial invalidity
The purchase order(s) and these general terms and conditions express the entirety of the obligations of the PARTIES. No document may give rise to obligations under this purchase order if it is not the subject of an amendment signed by the PARTIES. If one or more provisions of a purchase order or the general terms and conditions are held to be invalid by a law or regulation, or declared as such by a final decision of a competent court, they will be deemed unwritten, the other provisions of this purchase order and/or these general terms and conditions will retain their full force and scope.
Article 16 - Election of domicile
The PARTIES elect domicile, unless expressly agreed by mutual agreement, at the addresses of their respective headquarters or domicile as indicated in the purchase order.