(Integral Part of the General Terms and Conditions of Tublat Ltd)
Premise
This supplement (“Software License Supplement”) constitutes an integral and
essential part of the General Terms and Conditions of Tublat Ltd, published at https://tublat.com/legal/general-conditions (“General Terms”).
It governs in detail the granting, use, management, technical support and
maintenance of the software usage licenses relating to software developed or
distributed by Tublat Ltd (hereinafter the “Software Service” or the “Service”).
For anything not expressly provided herein, reference is made in full to the
General Terms.
1. Subject Matter of the License
1.1. Grant of License
Tublat Ltd grants the Customer (“Licensee”) a personal, non-exclusive,
non-transferable and revocable license to use the software, in accordance with
the methods and limits set out in this document and in the selected
subscription plan.
1.2. Updates and Additional Modules
The license includes the use of updates, patches, new versions and additional
modules provided during the period of validity of the license, unless otherwise
provided contractually.
1.3. Limited Rights
The Customer does not acquire any ownership rights over the software or the
source code.
The license solely concerns the right to use the software under the established
conditions.
1.4. Modifications and Improvements
Tublat Ltd may modify, suspend or discontinue parts of the software for
technical, security or regulatory compliance reasons, without this constituting
a contractual breach.
2. Duration, Payment and Termination
2.1. Duration and Start Date
The license has a 12 (twelve) month duration unless otherwise agreed with the
Customer and starts from the date of payment or activation of the Service.
In the event of monthly invoicing, the agreement shall nonetheless remain
binding for 12 (twelve) months.
In case of early termination by the Customer for reasons not attributable to
Tublat Ltd, the Customer shall be required to pay the remaining fees until the
expiration date, as well as the liquidated damages provided under Clause 10.6
of Tublat Ltd’s General Terms, equal to 20% of the Contract value.
The Parties expressly acknowledge that such amount represents a genuine and
reasonable pre-estimate of the economic losses Tublat Ltd may suffer as a
consequence of the early termination and does not constitute a penalty under
English law.
2.2. Termination and Refunds
The Customer may terminate the agreement within the terms provided in the
General Terms.
Payments already made are non-refundable unless otherwise agreed in writing.
2.3. Non-Payment
In the event of non-payment or breach of terms, Tublat Ltd may immediately
suspend access to the software without notice, reserving the right to claim
amounts due and compensation for any damages.
2.4. Expiration
Upon expiration of the license, the Customer shall cease all use of the
software, remove any installed copies and return any confidential material
received.
3. Usage Restrictions and Customer Obligations
3.1. Prohibited Conduct
The Customer undertakes to:
• not copy, modify or distribute the software without authorization;
• not decompile or disassemble the source code;
• not grant sublicenses or transfer the license;
• not use the software for unlawful, fraudulent or harmful purposes;
• not compromise the security or integrity of Tublat Ltd’s systems;
• keep usernames, passwords and license keys confidential.
3.2. Liability
The Customer is liable for any damages resulting from improper use or breach of
these terms.
3.3. Image and Reputation
It is prohibited to use the software for activities that may damage Tublat
Ltd’s reputation or brand.
3.4. Monitoring
Tublat Ltd may monitor the use of the software to verify contractual compliance
and suspend access in case of abuse or breach.
3.5. Legality Checks and Unlawful Licenses
Tublat Ltd reserves the right to verify at any time the legitimacy of the
software installation and use, including via detection of IP addresses, MAC
addresses, connection logs and other technical identifiers.
The Customer expressly accepts such checks as a security and contractual
control measure.
Should unauthorized, counterfeit or unlawful installations be detected, the
Customer shall pay Tublat Ltd all fees due from the initial date of software
use, plus any interest and legal expenses, without prejudice to Tublat Ltd’s
right to claim further damages.
4. Intellectual Property
4.1. Exclusive Rights
All intellectual property rights in the software, including source code,
documentation, trademarks and designs, remain the exclusive property of Tublat
Ltd or its licensors.
4.2. No Transfer
This agreement does not transfer ownership rights, but only grants a limited
right of use.
4.3. Prohibitions
The Customer may not use the software to create competing or derivative products.
4.4. Legal Protection
Any breach will be prosecuted under European and international copyright laws.
5. Updates, Support and Maintenance
5.1. Technical Support
Tublat Ltd shall provide support in accordance with the active license plan.
5.2. Updates
Updates (security patches, functional improvements) are included unless
otherwise specified.
5.3. Customizations
Modifications or customizations requested by the Customer shall be subject to
separate quotation.
5.4. Outdated Versions
Tublat Ltd shall not be liable for malfunctions resulting from the use of
outdated or unauthorized altered versions.
6. Warranties and Liability Limitations
6.1. Software Functionality
Tublat Ltd warrants that the software operates in accordance with the
specifications declared at the time of supply, subject to applicable technical
and contractual terms.
6.2. “As Is” License
The software is provided “as is” and “as available”, without implied warranties
of merchantability, fitness for a particular purpose or absence of errors,
omissions or stylistic or technical flaws.
6.3. No Additional Warranties
Tublat Ltd does not warrant that the software is free from bugs or
vulnerabilities, nor that functionalities will meet the Customer’s specific
needs. Any customizations shall be subject to separate quotation.
6.4. Exclusion of Liability
Tublat Ltd shall not be liable for:
• loss, corruption or unauthorized access to data;
• indirect or consequential damages or loss of profits;
• service interruptions due to maintenance, force majeure or external failures;
• errors or delays attributable to third-party providers or improper Customer
use.
6.5. Indemnity
The Customer shall indemnify and hold harmless Tublat Ltd from any claim,
damage, penalty or demand arising from improper use of the software or breach
of these terms.
7. Confidentiality and Data Protection
7.1. Confidentiality Obligation
Both Parties undertake not to disclose, communicate or make accessible to third
parties any confidential, technical, operational, commercial or code-related
information, configurations or infrastructures learned during contract
performance.
7.2. Duration of Obligation
The confidentiality obligation remains in force even after contract termination
and shall be valid for a minimum of five (5) years, except for sensitive or
proprietary information, which shall remain confidential indefinitely.
7.3. Personal Data Processing
The processing of personal data is governed by the following documents, which
form an integral part of this agreement:
• Privacy Policy
• Cookie Policy
• Data
Processing Agreement (DPA)
7.4. Roles and Processing Responsibilities
Tublat Ltd acts, depending on the case, as:
• Data Processor for technical and operational data processed in providing the
software (e.g. logs, metrics, access);
• Independent Data Controller for administrative and contractual data (billing,
security, customer accounts).
The Customer remains Data Controller for data entered or managed through the
software and undertakes to comply with applicable data protection regulations
(GDPR, UK GDPR and local laws).
7.5. Data Security
Tublat Ltd adopts adequate technical and organizational measures for data
protection, including encryption, secure authentication, firewalls and periodic
backups. However, it cannot guarantee complete immunity from cyber risks or
unauthorized access.
7.6. Indemnity
The Customer shall indemnify and hold harmless Tublat Ltd from any liability or
claim arising from privacy violations, incorrect configurations or unlawful
data processing by the Customer or its end users.
8. Suspension and Termination
8.1. Immediate Suspension or Termination
Tublat Ltd may suspend or terminate the license in case of:
• non-payment;
• breach of contractual terms;
• unlawful or fraudulent use;
• request by competent authorities.
8.2. Effects of Termination
Upon termination, the Customer shall cease any use of the software and delete
installed copies.
8.3. Survival
Clauses relating to intellectual property, confidentiality, liability and
accrued payments shall survive termination.
9. Third-Party Providers and White-Label Services
9.1. Use of External Providers
Tublat Ltd may rely on external providers, technological partners or
third-party platforms, including white-label solutions, for software provision
and maintenance (e.g. SaaS platforms, external APIs, cloud systems, hosting
environments or databases).
9.2. Limitation of Liability
The Customer acknowledges that Tublat Ltd is not responsible for interruptions,
errors, deletions or malfunctions caused by such external providers.
9.3. No Refund or Compensation
In such cases, no refund or compensation may be claimed from Tublat Ltd, which
will, if possible, act as intermediary with the provider.
9.4. Customer Indemnity
The Customer agrees not to hold Tublat Ltd liable for damages arising from
third-party services, components or platforms integrated into the software.
10. Governing Law and Jurisdiction
10.1. Governing Law
This Supplement is governed by English law.
10.2. Jurisdiction
Any dispute concerning the validity, interpretation or performance of this
document shall be subject to the exclusive jurisdiction of the courts of London
(UK), as provided under Art. 20.6 of the General Terms.
10.3. Protection of Rights
Tublat Ltd reserves the right to request immediate injunctive relief in case of
intellectual property violations or unlawful use of the software.
