NVision Commerce Solutions - End User License Agreement

These Software License Terms & Terms of Service (the “Terms”) together with the order and acceptance are an agreement between NVision Commerce Solutions BV, KvK 65970985 ("NVision") and you and governs all use of the NVision Software Products and NVision Online Services provided by NVision or its Affiliates from time to time to you as the user of any such NVision Software Products. Please read these Terms carefully.

You will always procure the right to use the NVision Software Products through an agreement with a Partner and your rights are subject to paying the agreed fees to the Partner. With respect to the use rights, these Terms have priority over any conflicting terms in your agreement with the Partner.

Except as otherwise expressly specified, these Terms apply to all of the NVision Software Products, which includes the media on which you received it, if any. It also applies to any NVision Software Product

updates,
supplements,
cloud-based services, including NVision Online Service, and
support services

for the NVision Software Product, unless other terms accompany those items. If so, those terms apply. These Terms supersedes the license terms embedded in the NVision Software Product.

By installing, having installed, subscribing to, or using the NVision Software Product, you accept these Terms (including any modifications made to it from time to time). If you do not accept these Terms, do not install, have installed, subscribe to, or use the NVision Software Product.

If an individual enters into an agreement including these Terms on behalf of a legal entity, that individual represents that he or she has the authority to bind that entity to the agreement and these Terms.

Upon installing and using a NVision Software Product, you are giving NVision the right to display your company name and logo on the company website for reference purposes, and to store such content. You can, however, at any time request to avoid getting your information published. You can do this by writing to info[at]n.vision.

Notice Regarding License Validation. Customer solutions in which the NVision Software Product is installed may periodically provide information to verify that the software is properly licensed and that the term has not expired. This information includes the customer identifier, product name, license serial number, product version number, and usage data. Aggregated data may be used to evaluate the effectiveness of our validation features. By using the NVision Software Product, you consent to the transmission of the information described in this paragraph.

If you comply with the agreement and these Terms, you have the rights below for each license you acquire for the NVision Software Product.

Overview
1. License Model. The NVision Software Product is licensed under three models through reseller Partners:
  1. Purchase License Model – Under this model, you have licensed the NVision Software Product under on premise license terms, as code that is installed on your premises or hosted for you by a third party acting as your agent ("Purchase License Model").
    
    For the Purchase License Model - Enhancement Plan for ongoing access to product updates, product support and continues access to NVision Online Service is mandatory the first year after initial purchase and will automatically renew for an additional 12 months period unless terminated.
  2. Subscription License Model – Under this model, you have licensed the NVision Software Product on a subscription basis for a limited period. The NVision Software Product with access to NVision Online is installed as code on your premises or hosted for you by a third party acting as your agent. Ongoing access to product updates, product support and continues access to NVision Online Service is included as part of an active subscription ("Subscription License Model").
  3. Cloud Subscription License Model – Under this model, you have licensed the NVision Software Product on a subscription basis for a limited period, the subscription fee is dependent upon your usage of the NVision Software Product per Microsoft Tenant. The NVision Software Product with access to NVision Online Service is installed in your solution and hosted by Microsoft. Ongoing access to product updates, product support and continues access to NVision Online Service is included as part of an active subscription ("Cloud Subscription License Model").
2. NVision Online Services. Regardless of the licensing model access to NVision Online Services is required to obtain the full benefit of the functionalities in the NVision Software Products. Consequently, a valid license and an active Enhancement Plan or an active subscription is a prerequisite.
Definitions
1. In these Terms, the following words and expressions have the meanings stated below, unless the context requires otherwise.
  1. "Affiliate" means any legal entity that directly or indirectly owns, is directly or indirectly owned by, or that is directly or indirectly under common ownership with a party to this agreement.
  2. “NVision Online Service” means functionality for the NVision Software Products as well as services for license management, billing and operations, provided from servers hosted by NVision as may be supplied by NVision under these Terms from time to time, including any developments, modifications and/or variations thereto.
  3. “NVision Software Product” means the software specified in a License Order as may be supplied by NVision under these Terms from time to time, including any developments, modifications and/or variations thereto. The NVision Software Product may consist of server software (such software to be installed by the Customer in either own or third party hosted Microsoft solution) and client software that can be installed on devices and/or used with the server software. Access to NVision Online Services may be necessary in order to obtain functionality for the products and for license management, billing and operations.
  4. "Data Protection Law" means applicable legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the Processing of Personal Data, including but not limited to Regulation (EU) 2016/679 on the Protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and the Dutch GDPR Implementation Act (Uitvoeringswet Algemene verordening gegevensbescherming).
  5. "Enhancement Plan" means a plan that entitles the Customer to obtain access to updates to the NVision Software Products, Product Support through their Partner and access to the NVision Online Services as described in clause 5 and specified in a License Order. "License Order" means a document agreed between you and a Partner for procurement of the NVision Software Product through the Partner.
  6. "NAV solution" means the customer’s Microsoft Dynamics NAV/Business Central solution regardless of whether it is run on own server or as a hosted solution.
  7. "User" means a user who accesses your NAV/BC Solution or the NVision Software Product or NVision Online Service directly or indirectly, provided, however, that with respect to pricing "User" shall be as defined in the relevant pricelist and License Order.
  8. "Ownership" means more than 50% ownership.
  9. "Partner" means the entity that has entered into a reselling agreement with NVision authorizing it to market and distribute the NVision Software Product and NVision Online Service.
  10. "Personal Data" has the meaning as set out in Data Protection Law.
  11. "Purchase License Model" means a license obtained under that licensing model, see clause 1.1, in accordance with a License Order.
  12. "Server" means a physical hardware system or virtual server capable of running server software.
  13. "Subscription License Model" means a license obtained under that licensing model, see clause 1.1, in accordance with a License Order.
  14. "Cloud Subscription License Model" means a license obtained under that licensing model, see clause 1.1, in accordance with a License Order.
  15. "you" or "License Holder" means the legal entity that has agreed to the agreement and these Terms.
  16. “Usage Data” – means data used to determine the usage of the solution like the number of transactions and users, the type of transactions, the user initiating a transaction, the reference of a transaction (reference to data in customer system) Customer subscription identifier, product name, license serial number, product version number. Usage data is not the actual data in a transaction like customer, email, employee, invoice, receipt, amount etc.
Installation and use rights
1. Server Software. You must either purchase or subscribe to a server software license to use the server software. You may install an unlimited number of copies of the server software. However, you may only use the number of copies, databases and companies that your license permits.
2. Client Software. You may only use the client software with the product. You may install an unlimited number of copies of the client software to access your solution. The client software may be used only by the number of licensed users that your purchased or subscribed license permits.
3. NVision Online Service. You are only authorised to use NVision Online Service if you have a valid license and an active Enhancement Plan or an active subscription.
License and use-rights
1. Subject to the terms and conditions set out herein, NVision grants to the License Holder a non- exclusive, non-transferable, limited license to use the version of the NVision Software Product set out in the License Order including any subsequent updates made available to the License Holder as long as the License Holder pays the applicable fees or until the agreement is terminated in accordance with its terms.
2. During the term of the license agreement, the License Holder will have the right to grant access to the NVision Software Product for the following users:
  1. Internal users employed by the License Holder. The number of internal users may, as a result of an agreement entered between the License Holder and NVision, be limited to a number of registered employees, a number of simultaneous users, a physical location, etc.
  2. External users, including the License Holder’s advisers, however solely for the purpose of gaining access to process the License Holder’s data.
3. If the NVision Software Product is licensed as a Purchase or Subscription License Model and is to be used in multiple accounts within the same group, the License Holder must order an additional license per VAT or IRS number.
4. Beyond the situations mentioned above, the user right does not include other persons, including other legal persons. Subsidiaries and other affiliated companies are not covered by the license, unless otherwise agreed upon with NVision or the Partner the License Holder has entered into the License Order with.
5. The License Holder is responsible for the external persons, who have access to the NVision Software Product, in accordance with the license agreement.
Enhancement plan
1. The NVision Software Product and NVision Online Service is covered by an Enhancement Plan.
2. The Enhancement Plan covers all parts (modules) of the NVision Software Product and/or NVision Online Service to which the license holder has a license. An extension of the scope of the license agreement will result in a corresponding extension of the Enhancement Plan for the parts (modules) to which the Enhancement Plan is offered.
3. The Enhancement Plan gives the license holder user rights to the updates on these Terms.
  1. The updates can include error recovery, new/improved features, adaptation to current legislation and accounting practice, etc. the license holder has the user right to the updates simultaneously with their release.
  2. The Enhancement Plan gives the license holder the right to use certain NVision Online Service in connection with the licenced NVision Software Products.
  3. The annual renewal fee of the Enhancement Plan will be adjusted regularly according to a yearly indexation rate. Please see the current pricelists for details on NVision's website.
Terms specific to purchase license model
1. Your rights to use the NVision Software Product licensed under the Purchase License Model is subject to you having an active Enhancement Plan and complying with these Terms.
2. Enhancement Plan is mandatory for as long as you need to be able use the full functionality of the NVision Software Product including access to NVision Online Service. Enhancement Plan is invoiced yearly in advance.
3. Term. The license period for the Enhancement Plan is 1 year and will automatically renew for another 1 year license period unless it is terminated in accordance with the provisions of the agreement, including these Terms.
4. Termination. The license and Enhancement Plan can be terminated by either party 30 days before beginning of a new yearly term. NVision may terminate or suspend the agreement and your license hereunder at any time, without notice, if you or a User breach the agreement.
5. Effects of Termination. If your license expires or terminates, your right to use NVision Online Service will stop immediately. If you continue to use NVision Online Service after that, you could be held liable for infringement of intellectual property rights, which could result in significant damages being imposed against you or NVision may use other legal remedies available.
Terms specific to subscription license model
1. Your rights to use the NVision Software Product licensed under the Subscription License Model is subject to you complying with the agreement, including these Terms.
2. Subscription Validation. Servers on which the software is installed will from time to time perform a validation check of the software. Validation verifies that the software has been properly licensed. It also verifies that no unauthorized changes have been made to the validation functions of the software. The validation check may be initiated by the software or NVision. To enable validation checks, the software may from time to time require updates or additional downloads of the validation functions of the software. The updates or downloads are required for the proper functioning of the software and may be downloaded and installed without further notice to you. During or after a validation check, the server may send information about the software, the computer and the results of the validation check to NVision. This information includes customer subscription identifier, product name, license serial number, product version number, and the date of last use. NVision will use this information only to verify licensing compliance. By using the software, you consent to the transmission of this information. For more information about validation and what is sent during or after a validation check, contact NVision.
3. If, after a validation check, the software or access to NVision Online Service is found to be improperly licensed, NVision or your partner may provide notice that the software is improperly licensed, and you may
  1. receive reminders to obtain a properly licensed copy of the software, or
  2. need to follow instructions in the notice to be licensed to use the software, or
4. The subscription license model entitles the Customer to obtain access to updates to the NVision Software Products, Product Support through their Partner and access to the NVision Online Services and specified in a License Order.
5. Term. The license period for your subscription license is 6 months invoiced in advance and will automatically renew for another license period unless it is terminated in accordance with the provisions of the agreement, including these Terms.
6. Termination. The subscription can be terminated 30 days before beginning of a new license period. NVision may terminate or suspend the agreement and your license hereunder at any time, without notice, if you or a User breach the agreement.
7. Effects of Termination. If your license expires or terminates, your right to use the NVision Software Product and NVision Online Service will stop immediately and the software must be removed from your systems. If you continue to use the software after that, you could be held liable for infringement of intellectual property rights, which could result in significant damages being imposed against you or NVision may use other legal remedies available.
Terms specific to Cloud Subscription License Model
1. Your rights to use the NVision Software Product licensed under the Cloud Subscription License Model is subject to you complying with the agreement, including these Terms.
2. Subscription Validation. Servers on which the software is installed will from time to time perform a validation check of the software. Validation verifies that the software has been properly licensed. It also verifies that no unauthorized changes have been made to the validation functions of the software.
  The validation check may be initiated by the software or NVision. To enable validation checks, the software may from time to time require updates or additional downloads of the validation functions of the software. The updates or downloads are required for the proper functioning of the software and may be downloaded and installed without further notice to you. During or after a validation check, the server may send information about the software, the computer and the results of the validation check to NVision. This information includes customer subscription identifier, product name, license serial number, product version number, and the date of last use. NVision will
  use this information only to verify licensing compliance. By using the software, you consent to the transmission of this information. For more information about validation and what is sent during or after a validation check, contact NVision.
3. If, after a validation check, the software or access to NVision Online Service is found to be improperly licensed, NVision or your partner may provide notice that the software is improperly licensed, and you may
  1. receive reminders to obtain a properly licensed copy of the software, or
  2. need to follow instructions in the notice to be licensed to use the software, or
4. The Cloud Subscription License Model entitles the Customer to obtain access to updates to the NVision Software Products, Product Support through their Partner and access to the NVision Online Services and specified in a License Order.
5. Term. The license period for your Cloud Subscription license is monthly and will automatically renew for another license period unless it is terminated in accordance with the provisions of the agreement, including these Terms.
6. Termination. The subscription can be terminated in the course of the current month of the license period. NVision may terminate or suspend the agreement and your license hereunder at any time, without notice, if you or a User breach the agreement. If the NVision Software Product cannot electronically terminate the subscription, a written termination must be received 14 days before the new license period.
7. Effects of Termination. If your license expires or terminates, your right to use the NVision Software Product and NVision Online Service will stop immediately. If you continue to use the software after that, you could be held liable for infringement of intellectual property rights, which could result in significant damages being imposed against you or NVision may use other legal remedies available.
Additional licensing requirements and/or use rights
1. Business Process Outsourcing. You may not use the NVision Software Product or NVision Online Service to provide business process outsourcing services to your clients or customers. You may however acquire a special BPO license to support your clients. For details contact NVision.
2. Distribution Restrictions. You may not
  1. alter any copyright, trademark or product names in the NVision Software Product;
  2. use NVision’s programs’ names or in a way that suggests your programs come from or are endorsed by NVision;
  3. modify or distribute the source code of any NVision Software Product
3. Modification Disclaimer. You may modify the NVision Software Product only as necessary to use it for your internal business purposes if you received it in source code form, or you or any third party acting on your behalf have licensed tools from Microsoft that allow you or that third party to modify the software’s object code. You agree that NVision is not responsible for any problems that result from modifications made by you, a partner, or any other third party acting on your behalf, or any problems that are caused by third party hardware or software. NVision does not, and will not have any obligation to, provide technical or other support for any modifications to the NVision Software Product made by you, by a partner or by any other third party. NVision does not make any representation, endorsement, guarantee or assurance of the suitability of the software for your business, the suitability of the partner or any other third party to create modifications or to implement the modifications or the NVision Software Product, or that any modification created, implemented, supported and/or serviced by, for or on behalf of you or any third party will meet your business needs or operate successfully with the NVision Software Product. NVision and its partners are independent entities and NVision is not liable for nor bound by any acts of such business partners.
4. Complex Software. The NVision Software Product and NVision Online Service is complex computer software. Its performance will vary depending on your hardware platform, software interactions, the configuration of the software and other factors. The software is neither fault tolerant nor free from errors, conflicts or interruptions.
5. Third Party Notices. The NVision Software Product and NVision Online Service may include third party material (i.e., code or documentation) that NVision licenses to you under the agreement. Notices, if any, for the third party material are included for your information only.
6. Additional Functionality. NVision Software may provide additional functionality for the NVision Software Product and NVision Online Service. Other license terms and fees may apply.
7. Changes and updates. NVision is entitled to change and update the NVision Online Service functionality and user interface on a regular basis taking into account NVision's assessment of the needs of all its customers from time to time and to ensure a stable performance.
NVision Online Services
1. NVision provides cloud-based online services with the software, including validation services mention above. NVision may change or cancel them at any time.
2. Consent for cloud-based Services. Certain features in the software may connect to NVision, NVision Online Service or third party service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. For more information about these features, see the software documentation. By using these features, you consent to the transmission of this information.
3. Computer Information. Certain features in the software use Internet protocols, which is sent to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser, name and version of the software you are using, and the language code of the device where you installed the software. NVision uses this information to make the NVision Online Services available to you. Some of these features include, but are not limited to, features in the software can retrieve related content from NVision and provide it to you. To provide the content, these features send to NVision the type of operating system, name and version of the software you are using, and the type of browser and language code of the device where you installed the software.
4. Usage Data. NVision may collect data about usage of the software, including, but not limited to Usage Data and transaction type. To the extent Usage Data contains Personal Data, this will be processed in accordance with applicable law and the information provided by NVision, see clause 10.
5. Customer Data. Information stored in the in the software by the License Holder must comply with local data privacy legislation and it is the License Holder's responsible to ensure compliance, see clause 10.
6. Use of Information. NVision may use the device information, error reports, and malware reports to improve our software and services. We may also share it with others, such as hardware and software vendors. They may use the information to improve how their products run with NVision Software Products.
7. Misuse of NVision Online Services. You may not use these services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.
8. License Holder's obligations.
  1. It is a precondition for the License Holder's use of the NVision Online Services that the License Holder has established network access that may be used for transfer of data between the License Holder and the data centre used by NVision. The License Holder carries all expenses and the complete liability for this network access.
  2. The License Holder guarantees that it will comply with the restrictions in the agreement, including these Terms, and that the information regarding License Holder and its authorised Users is correct and updated at all times and that only authorised Users obtain access to the NVision Online Services. License Holder is obligated to store and use login, passwords and any other security keys properly and is liable for third parties' unauthorised access. License Holder must notify NVision immediately upon recognition that the security in respect of access to the NVision Online Services potentially has been compromised.
  3. The License Holder guarantees that it will observe applicable laws and regulatory procedures, including with regard to the contemplated use of the NVision Online Services. License Holder's own liability and obligations includes in particular processing of data, including in respect of personal data and administrative regulations. License Holder must obtain all necessary licenses and approvals from third parties in order for NVision to fulfil its obligations and for License Holder's use of the Cloud-Based services to be legal.
  4. License Holder must notify NVision immediately upon recognition of defaults and defects of the Cloud-Based services.
Data processing
1. Personal Data. Information about NVision's processing of Personal Data in connection with the NVision Software Product and NVision Online Service, including in respect of data subject's rights, is set out on NVision's website, including at https://n.vision/privacy-policy/, and/or included with the information provided to the License Holder in connection with the License Order. The License Holder acknowledges that the License Holder has had the opportunity to review the information.
2. Data Processing Agreement. To the extent NVision processes Personal Data on behalf of the License Holder as part of its delivery of cloud-based services, including NVision Online Services, the License Holder will enter into a separate data processing agreement on the terms set out by NVision. The data processing agreement will be entered into as part of the ordering process or as may be coordinated with the Partner. The License Holder may not commence the use of any NVision Software Product using NVision Online Service before the applicable data processing agreement is entered into.
Product / license keys
1. 12.1 The NVision Software Product may require a key to run or access it. A key may only be used to run or access the particular version of the NVision Software Product for which it was issued. You are responsible for the use of keys assigned to you. You must not duplicate or share the keys with third party.
Scope of license
1. The agreement only gives you right of use to the NVision Software Product and NVision Online Service in the license period on the terms and conditions fixed in the agreement, including these Terms. NVision reserves all other rights. Unless applicable law or a separate written contract with NVision gives you more rights despite this limitation, you may use the software only as expressly permitted in the agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may only use the software for your internal business purposes. You may not
  1. work around any technical limitations in the software;
  2. reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;
  3. circumvent the validation functions of the software;
  4. publish the software for others to copy;
  5. rent, lease or lend the software; or
  6. use the software for commercial software hosting services.
  Your rights to use the NVision Software Product and NVision Online Service may be revoked if you do not comply with the terms of the agreement, including these Terms. Rights to access the NVision Software Product and NVision Online Service do not give you any right to implement NVision's intellectual property in other software or devices that access the server.
License transfer
1. You may not assign any of your rights or delegate any of your obligations under the agreement, including these Terms, without the prior written consent of NVision. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating party of any of its obligations under the agreement, including these Terms.
2. The foregoing means, among others, and not by any way limited to, that you may not transfer the NVision Software Product and NVision Online Service without NVision’s prior written consent. If permitted, there may be additional charges for transferring the NVision Software Product and NVision Online Service to a third party.
3. For the avoidance of doubt, this clause 13, shall not affect the transfer of a License Order from one Partner to another, provided that the requirements for such change of Partner are met.
Pricing
1. NVision Software Product and Enhancement Plan pricing is based on current pricelists as described on NVision’s website. NVision reserves the right to change the pricelist, including existing Enhancement Plans, indexation rates and subscriptions, with 3 months’ notice.
2. Payment terms. The License Holder must pay the license and subscription fees to the Partner in accordance with the License Order.
Support services
1. NVision will not provide any advisory services concerning your use of the NVision Software Product and NVision Online Service without a separate written agreement, and the License Holder's implementation and use is at the License Holder's own responsibility and risk. NVision is not liable for the License Holder's use of the NVision Software Product and NVision Online Service.
2. NVision provides support services for the software through the reselling Partner as described on NVision’s website.
Entire agreement
1. These Terms (including the warranty below), and the terms for supplements, updates, cloud-based services, Data Processor Agreement and Terms of Business and support services that you use are the entire agreement for the NVision Software Product and NVision Online Service and support services.
Applicable law
1. Governing law. The agreement, including these Terms, and all matters arising out of or relating to the agreement or any User’s or other party’s use of the NVision Software Product or NVision Online Services shall be governed by and construed in accordance with the laws of The Netherlands, provided, however, that the conflict of laws rules must be disregarded to the extent that such rules are non-mandatory.
2. Arbitration.
  1. The Parties must seek to settle amicably any dispute arising out of the agreement, including these Terms, including any dispute concerning the existence or validity of the agreement, no later than 30 days after either Party's receipt of notice from the other Party including a detailed description of the dispute. Any dispute arising out of the agreement, including these Terms, including any dispute concerning the existence or validity of the agreement, that cannot be settled amicably between the Parties will be decided by arbitration by the Netherlands Arbitration Institute. The Netherlands Arbitration Institute will apply the rules in force when the application for arbitration is submitted.
  2. Each Party will appoint 1 arbitrator. The Netherlands Arbitration Institute will appoint 1 additional arbitrator who will be chairman of the arbitration tribunal. If either Party fails to appoint an arbitrator no later than 30 days after submitting an application for arbitration or receiving Notice of arbitration, the Netherlands Arbitration Institute will also appoint that arbitrator.
  3. Neither Party is entitled to disclose confidential information about the arbitration proceedings to others, including information about any decision or award made by the Netherlands Arbitration Institute, unless the other Party has consented to any such disclosure of information in writing. Either Party is entitled, however, to disclose information about the arbitration proceedings to others if such disclosure is made to protect the Party's interests against the other Party in the best possible manner, to comply with current legislation or public authority decisions or is required by stock exchange listing agreements.
3. Interim remedies. This clause 17 shall not prevent NVision from seeking interim remedies or any similar remedy available under relevant foreign legislation. The Parties will continue the proceedings in accordance with this clause irrespective of whether any interim remedy has been implemented.
Limitations and exclusions of liability
1. Notwithstanding anything in this agreement to the contrary, in no event is NVision and its parent companies, subsidiaries, affiliates, resellers, distributors and vendors (including but not limited to all equipment and technology suppliers), and their officers, representatives, agents, contractors and employees, liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues, lost data or diminution in value, arising out of or relating to this agreement or any use of the NVision Software or NVision Online Services, regardless of (a) whether the damages were foreseeable, (b) whether or not you or the user was advised of the possibility of the damages and (c) the legal or equitable theory (contract, tort, restitution or otherwise) on which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
2. Notwithstanding anything in this agreement to the contrary, in no event shall NVision’s and its parent companies’, subsidiaries’, affiliates’, resellers’, distributors’ and vendors’ (including but not limited to all equipment and technology suppliers’), and their officers’, representatives’, agents’, contractors’ and employees’, aggregate liability arising out of or related to this agreement or any use of the NVision Software or NVision Online Services, whether arising out of or related to breach of contract, tort (including negligence), restitution or otherwise, exceed the total of the amounts that you have paid for the NVision Software product. the foregoing limitations apply even if the remedies under this agreement fail of their essential purpose.
3. The exclusions and limitations of liability in this clause 18 also applies to
  1. anything related to the: (i) software, (ii) services, (iii) content (including code) on any third-party Internet sites, or (iv) third party materials; and
  2. claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, loss of data, damage to records or data, loss of goodwill, loss as a consequence of a business interruption or any other tort to the extent permitted by applicable law.
4. The exclusions and limitations of liability in this clause 18 also applies even if
  1. repair, replacement or a refund for the software does not fully compensate you for any losses; or
  2. NVision or its Affiliates knew or should have known about the possibility of the damages.
  3. NVision Online Service. As for NVision Online Service, NVision’s maximum liability towards you for an incident that gives rise to claims cannot exceed the amount that you have paid for either Enhancement Plan or subscription fee for the period of 12 months before the incident. In that connection, it is enhanced that NVision’s total liability for NVision Online Service in no circumstances can exceed the amount that you have paid for NVision Online Service during the subscription period.
  4. Free products and the right to use NVision Online Service in the trial period. For products and access to NVision Online Service in the trial period, NVision Software’s maximum liability for damages cannot exceed EUR 10.
5. Nothing in the agreement, including these Terms, shall be construed to limit NVision's liability under the mandatory provisions of applicable product liability laws, including the Dutch Products Liability Act. Any product liability is, however, disclaimed to the furthest extent possible according to applicable laws.
Verifying compliance
1. Right to verify compliance. You are required to keep records (including proof of purchase) relating to the software you use under the agreement, including these Terms. NVision has the right to verify compliance with the agreement, including these Terms, at NVision’s expense. You agree to provide reasonable cooperation in the event of a compliance audit, including by allowing NVision, on request, to access the usage report as a tool in conducting the audit.
2. Verification process and limitations. To verify compliance with the terms of the agreement, including these Terms, NVision will engage an independent auditor, which will be subject to a confidentiality obligation. Verification will take place upon not fewer than 30 days’ notice, during normal business hours and in a manner that does not interfere unreasonably with your operations.
3. Use of Results. NVision and the auditors will use the information obtained in compliance verification only to enforce NVision’s rights and to determine whether you are in compliance with the terms of the agreement, including these Terms. By invoking the rights and procedures described above, NVision does not waive its rights to enforce the agreement, including these Terms or to protect its intellectual property by any other means permitted by law.
4. Remedies for non-compliance. If verification reveals any unlicensed use, you must promptly order sufficient licenses to cover your use. If material unlicensed use is found, you must reimburse NVision for the costs NVision has incurred in verification and acquire the necessary additional licenses at single retail license cost within 30 days.
Limited warranty
1. Limited warranty. If not otherwise expressly set out in these terms, NVision makes no specific warranty about the NVision Software Product and the NVision Online Service. If you follow the instructions, the software will perform substantially as described in the NVision materials that you receive in or with the software. References to "limited warranty" are references to the express warranty provided by NVision. This warranty is given in addition to other rights and remedies you may have under law, including your rights and remedies in accordance with the statutory guarantees under local consumer law.
2. Term of warranty; Warranty recipient; length of any implied warranties. The limited warranty covers the software for one year after acquired by the first user. If you receive supplements, updates, or replacement software during that year, they will be covered for the remainder of the warranty or 30 days, whichever is longer. If the first user transfers the software, the remainder of the warranty will apply to the recipient.
3. Exclusions from warranty. This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond NVision’s reasonable control. Furthermore, the warranty does not cover situations due to the fact that the NVision Software Product and the NVision Online Service has not been used in accordance with the user guide, and the warranty does not cover errors arising in connection with the implementation of the customized code or damages that can be attributed to the implementation of the customized code.
4. Remedy for breach of warranty Purchased license. NVision will repair or replace the NVision Software Product at no charge. If NVision cannot repair or replace it, NVision will refund the amount shown on your receipt for the software. It will also repair or replace supplements, updates and replacement software at no charge. If NVision cannot repair or replace them, it will refund the amount you paid for them, if any. You must uninstall the software and return any media and other associated materials to NVision with proof of purchase to obtain a refund. These are your only remedies for breach of the limited warranty.
5. Remedy for breach of warranty subscription license. NVision will repair or replace the software at no charge. If NVision cannot repair or replace it, NVision will refund the license price that has been paid for the past 12 months’ period. These are your only remedies for breach of the limited warranty.

This warranty gives you specific legal rights, and you may also have other rights which vary from country to country.