End User License Agreement

01Definitions

In this Agreement the following terms have the meanings set out below:

02Grant of license

Subject to your continued compliance with this Agreement and payment of all applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable license to install, import and use the Software as follows:

• Perpetual license. Where your Order specifies a perpetual (one-time) license, the license continues indefinitely for the version supplied, for use in the number of Environments purchased, subject to termination under clause 12.
• Subscription license. Where your Order specifies a subscription, the license continues only for the Subscription Term and for the number of Environments purchased, and renews or ends in accordance with your Order.
• Per Environment. Unless your Order states otherwise, each license permits use in one Environment. Deployment to additional Environments (including sandbox, test or additional production tenants) requires additional licenses, save that you may deploy to a single non-production environment solely for testing purposes at no extra charge.
• Internal business use. The Software is licensed for your own internal business operations and those of your affiliates, not for the benefit of unrelated third parties.

03License restrictions

Except to the extent this restriction cannot lawfully be excluded, or as expressly permitted in this Agreement, you shall not, and shall not permit any third party to:

• copy, reproduce or distribute the Software other than as necessary to install and use it as permitted;
• sell, resell, rent, lease, lend, host, provide as a service bureau, or otherwise make the Software available to any third party, except that an authorized reseller may resell in accordance with its reseller agreement with us;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying ideas or algorithms of any compiled component of the Software, except to the limited extent such acts cannot be prohibited under applicable law;
• modify, adapt, translate or create derivative works of the Software, other than routine configuration and customization expressly supported by the Documentation;
• remove, obscure or alter any proprietary notices, labels, publisher prefixes or marks on or in the Software;
• circumvent or disable any licensing, security or usage-control mechanism; or
• use the Software in breach of any applicable law or the Microsoft Marketplace Terms of Use.

04Ownership and intellectual property

The Software is licensed, not sold. Dynamic Experts and its licensors retain all right, title and interest in and to the Software, the Documentation, and all intellectual property rights in them. This Agreement grants you only the limited license expressly set out in clause 2, and no other rights are granted by implication, estoppel or otherwise. Any feedback or suggestions you provide about the Software may be used by us without restriction or obligation to you.

As between the parties, you retain all right, title and interest in your own data, records and configurations held in your Environment.

05Third-party components and services

The Software runs on, and requires, Microsoft Dynamics 365 / Dataverse and, depending on the solution, specific Microsoft first-party applications (for example Dynamics 365 Sales or Field Service). You are responsible for holding valid licenses to those underlying Microsoft products. Certain optional features may load open-source or third-party libraries, or connect to third-party services (for example mapping, weather, or AI model resources) over the internet; such components are provided under their own license terms and subject to the availability and terms of the relevant third-party provider. We do not warrant the availability, accuracy or continued operation of any third-party service.

06Fees and payment

You shall pay the fees stated in your Order. Unless stated otherwise, fees are exclusive of VAT and other taxes, which you shall pay in addition. Perpetual fees are payable on delivery; subscription fees are payable in advance for each Subscription Term. Except where required by law or expressly stated in your Order, fees are non-refundable. We may suspend the license if undisputed fees remain unpaid after written notice.

07Support, maintenance and updates

Support and maintenance are provided where included in your Order or purchased as a separate support subscription. Where included, we will use reasonable efforts to respond to support requests and to make Updates available. We may modify the Software and issue Updates from time to time, including changes needed to maintain compatibility with the Microsoft platform. You are responsible for testing Updates in a non-production Environment before applying them to production and for maintaining current backups.

08Data protection

The Software runs within your own Microsoft Environment and is designed to process personal data only within that Environment under your control. You are the controller of any personal data processed through the Software and are responsible for having a lawful basis for that processing and for complying with the EU General Data Protection Regulation (GDPR) and other applicable data-protection laws. We do not require access to your production data to license the Software; where we are given access for support purposes, we act on your instructions and will enter into a separate data-processing agreement if required.

09Confidentiality

Each party may receive confidential information of the other. The Software, its non-public components and pricing are our confidential information. Each party shall protect the other’s confidential information with the same care it uses for its own (and no less than reasonable care) and shall not disclose it except to personnel and advisers who need to know it and are bound by confidentiality obligations. This clause does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, or is independently developed.

10Limited warranty and disclaimer

Limited warranty. We warrant that, for ninety (90) days from delivery, the Software will perform substantially in accordance with the Documentation when used in a supported Environment. Your exclusive remedy for breach of this warranty is that we will, at our option, repair or replace the affected Software or refund the fees paid for it.

11Limitation of liability

12Term and termination

This Agreement takes effect when you first install, import or use the Software and continues until the license ends or is terminated. Either party may terminate this Agreement on written notice if the other commits a material breach that is not remedied within thirty (30) days of notice. We may terminate the license if you breach clause 2 or 3. On termination you shall stop using the Software and remove it from your Environments. Clauses that by their nature should survive (including clauses 3, 4, 9, 10, 11 and 13) survive termination.

13General

• Governing law and jurisdiction. This Agreement is governed by the laws of the Republic of Bulgaria, and the parties submit to the exclusive jurisdiction of the competent courts of Bulgaria, without prejudice to any mandatory consumer-protection rights you may have in your country of residence.
• Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign it to an affiliate or in connection with a merger, acquisition or sale of assets.
• Entire agreement. This Agreement, together with your Order, is the entire agreement between the parties on its subject matter and supersedes all prior discussions. If there is a conflict, the express terms of a signed Order prevail over this Agreement.
• Severability and waiver. If any provision is held unenforceable, the remaining provisions continue in effect. A failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
• Notices. Notices under this Agreement shall be given in writing to the contact details on your Order or, for notices to us, to the address below.