1. General
This End User License Agreement is entered into between OPEXIS B.V. (a Dutch company, CoC 98807889) and the End User. It applies to your use of the Services, including the uTools apps — uPurchase, uScheduler Production, uScheduler P/S/S, uShopFloor and uFieldService — and any other software developed, marketed or distributed by OPEXIS, whether you purchased your licence directly from us or through a partner.
The EULA forms an appendix to the Agreement entered into between you and OPEXIS or a partner, including any subsequent licence order forms.
OPEXIS may amend this EULA with at least 30 days' prior notice. Continued use after the notice period constitutes acceptance.
2. Services and software
The Services, including the software they comprise, are standard software and are provided "as is". They are developed and owned by OPEXIS and focus on production, purchasing, planning and manufacturing optimisation.
3. The licence
The licence is granted exclusively to the legal entity named in the Agreement and is non-transferable. Each legal entity within a group must hold its own licence. The licence covers all regular updates, maintenance and annual upgrades provided by OPEXIS during the licence period.
You may only use the Services for your own internal business operations. The licence cannot be shared, transferred or used across multiple legal entities. You may not provide access to third parties (other than your own employees) or use the Services to deliver products or services outside your organisation.
You may not reverse-engineer, disassemble or decompile the Services, except to the limited extent expressly permitted by mandatory law. You may not break or alter any code, and you may not alter or remove any labels, notices or references to copyrights, trademarks or other rights.
You may not sell, rent, lend or otherwise transfer the right to use the Services to any third party, unless otherwise stated in this EULA or in a specific licence for external users agreed in the Agreement.
If you use the Services in violation of these terms, OPEXIS may terminate the licence for material breach with immediate effect and without notice.
4. Licence metric
Each legal entity's access to the Services is subject to the terms set out under §3.
5. Security and access control
OPEXIS implements and maintains commercially reasonable technical and organisational measures designed to protect the Services against unauthorised access, loss or alteration, taking into account the nature of the Services, the state of the art, implementation costs and the risks involved.
The Services operate alongside Microsoft Dynamics 365 Business Central. OPEXIS is not responsible for the security, availability or integrity of third-party systems, including Microsoft's.
You are solely responsible for: managing user access rights and roles within your environment; safeguarding login credentials and authentication mechanisms; ensuring only authorised users access the Services; and maintaining adequate internal security policies and procedures.
OPEXIS is not liable for unauthorised access resulting from compromised credentials, improper user management or failures within your or third-party systems. If OPEXIS becomes aware of a security incident materially affecting the Services, it will use reasonable efforts to notify you without undue delay and take appropriate remedial action.
Unless explicitly agreed otherwise in writing, OPEXIS does not store End User business data outside the Microsoft Dynamics 365 Business Central environment.
6. Upgrades
The Services may, at OPEXIS's sole discretion, be subject to upgrades from time to time — new versions, updates, features and so on. Upgrades may involve planned downtime and may occur without notice, although OPEXIS will use reasonable efforts to notify End Users in advance and, where possible, place planned downtime during weekends or outside normal business hours.
7. Licence fee and payment
Use of the Services is subject to payment of the licence fee calculated in accordance with the Agreement. Invoicing and payment of the licence fee are made under the Agreement.
Prices are adjusted annually on 1 January in line with the change in the Dutch Consumer Price Index (CPI) for the preceding 12 months, as published by CBS on 31 December. The adjustment occurs automatically at renewal and does not require separate notification.
8. Term and termination
The licence has a minimum binding period of 12 months and automatically renews for further 12-month periods unless you provide written notice of termination at least 30 days before the renewal date. If notice is not given within that period, the licence renews under the current terms.
On termination you retain access to the Services until the end of the prepaid period. After that, access is revoked and session data is deleted within 30 days.
9. Software rights and restrictions
The software is protected by copyright laws, international copyright treaties and other applicable proprietary and intellectual property rights. OPEXIS is the sole proprietor and retains all intellectual property in the software — including copyrights, patent rights, trademark rights and know-how.
On payment of the operating fee, OPEXIS grants you a non-exclusive, non-transferable right to use the software, installed and used only for your own entity or entities under the Agreement.
The software is a standard product, licensed as-is. It is your responsibility to ensure that the software, its features and its documentation meet your requirements. The terms of this Agreement apply to the software, developments, reports, related documentation and future upgrades.
The software may only be used to store, modify, analyse or display your own data, in accordance with the licensing terms in §3. Any third-party use, direct or indirect, is not permitted. OPEXIS is entitled to monitor and inspect use of the software to verify compliance with these terms.
You may not disassemble, decompile or reverse-engineer the software, except where mandatory law permits this for interoperability. Any information obtained must not be used to create substantially similar software or disclosed to third parties without OPEXIS's prior written consent. Breach of these obligations entitles OPEXIS to compensation.
10. Warranty
The software and the Services are provided "as is" without express or implied warranties, except as specified in this Agreement.
If you discover a significant error that materially affects the functionality of the software, notify OPEXIS's support department in writing. OPEXIS will then, within a reasonable time, attempt to correct the error. It is a precondition for any liability by OPEXIS that the error can be recreated in a test environment.
11. Limitation of liability
OPEXIS's liability for direct damages is limited to the total fees paid in the preceding three months. OPEXIS's liability is further limited to addressing significant errors that materially affect the functionality of the software.
OPEXIS excludes liability for any indirect, special, incidental or consequential loss or damage — including loss of profit, business revenue, data, goodwill or anticipated savings.
Nothing in this clause limits the liability of either party for fraud, wilful misconduct or material breach of intellectual property rights under Dutch law.
12. Indemnities
OPEXIS will indemnify and defend you against claims that your use of the software infringes copyrights, patents, trademarks, designs or other intellectual property rights. You agree to give OPEXIS prompt written notice of any such claim and to assist OPEXIS in defending it.
13. Force majeure
Neither party is liable for a failure to perform its obligations under this Agreement if the failure is due to circumstances beyond its reasonable control — including but not limited to natural disasters, war, pandemics or governmental intervention.
A subcontractor's failure counts as force majeure only if the obstacle is covered under this clause and the subcontractor's failure directly affects the party's ability to perform.
The affected party must give written notice of the force majeure event within 10 days of its occurrence. Force majeure may only be invoked while the event persists. If the event continues for more than 30 days, either party may terminate the Agreement with immediate effect and without further liability, save for payment obligations already accrued.
14. Intellectual property
OPEXIS is the sole proprietor of all intellectual property rights related to the software products. OPEXIS also holds full ownership of any intellectual property rights arising from cooperation between the parties regarding the software products.
15. Updates, patches and fixes
OPEXIS continuously develops updates, patches and fixes for the software products. These are made available to End Users once tested and ready for distribution.
16. Discontinuation and modification
OPEXIS is not obligated to continue providing software products that it has discontinued for any reason. OPEXIS will notify End Users and resellers of any discontinuation in writing as soon as possible. After discontinuation, references to the Software Products are interpreted without the discontinued product.
OPEXIS may modify the software products without prior notice to End Users and resellers.
17. System requirements
The Services require a valid subscription to Microsoft Dynamics 365 Business Central and are subject to the system requirements associated with it. Such requirements are specified in the Agreement or provided by resellers. You are responsible for meeting these requirements and paying any related costs and fees. OPEXIS aims to remain compatible with future Business Central versions but does not guarantee compatibility with all future updates.
18. Governing law and jurisdiction
This Agreement is governed by and construed in accordance with Dutch law, without regard to conflict-of-law principles. Any dispute arising out of or related to this Agreement is settled by the competent courts of the Netherlands.