Difference between revisions of "Terms of use"

Latest revision as of 09:02, 10 August 2026

Enterprise Plus (E+)) Software as a Service License Terms and Conditions Contract Number: 2023/01202301

Provider:
LEADing Practice SASU
Chateau Du Grand Perray
72500 La Bruère-sur-Loir, France
SIREN: 929 425 445

Customer: Bayerisches Landesamt für Steuern, Munich, Bavaria, Germany

Effective Date: 1 March 2023

Purpose and Application

These Terms and Conditions govern the Enterprise Plus (E+) Software as a Service subscription and related services supplied by LEADing Practice SASU ("Provider") to Bayerisches Landesamt für Steuern ("Customer") under Contract No. 2023/01202301.
Enterprise Plus is provided as a cloud-based Software as a Service ("SaaS") solution.
These Terms apply to all authorised Customer users accessing the Customer-specific Enterprise Plus environment.

Acceptance of Terms

Access to Enterprise Plus is subject to these Terms and Conditions. When an authorised Customer user accesses Enterprise Plus for the first time, the user is presented with these Terms and Conditions and must accept them before the account is activated. Acceptance by an authorised Customer user constitutes acceptance of these Terms and Conditions by the Customer.
The Provider records the activation of the user account, including the date and time of acceptance and the account used for acceptance.
The Customer's continued use of Enterprise Plus is subject to these Terms. A later online amendment of these Terms does not amend an existing Customer agreement unless the amendment is made in accordance with Section 25.

Enterprise Plus Software

Enterprise Plus is a cloud-based software platform supporting modelling, engineering, standardisation, documentation and knowledge management.
The Customer-specific Enterprise Plus environment includes:

Enterprise Plus modelling capabilities;
Enterprise Plus standards and modelling notations;
shared repository functionality;
knowledge management functionality;
document and standard publishing;
user and role management;
collaboration functionality;
software updates and maintenance;
cloud-based access to the Customer environment.

The Customer environment is provided through the Customer-specific Enterprise Plus domain.

License Grant

Subject to payment of the applicable fees, the Provider grants the Customer a non-exclusive, non-transferable and non-sublicensable right to access and use Enterprise Plus during the active contract term.
The Customer receives a right to use the Software only.
No ownership in Enterprise Plus, its software, source code, structure, intellectual property, methods, standards or underlying technology is transferred to the Customer.
All rights not expressly granted remain with LEADing Practice SASU.

Licensed Users

The Customer has licensed:
3 Corporate Platinum User Licenses.
Each Corporate Platinum User License provides one authorised user with access to the Enterprise Plus Corporate environment and the associated modelling, standards, knowledge management and repository capabilities.
Additional users may be ordered separately.
User licenses may only be used by authorised Customer personnel.

Annual License Fee

The annual Corporate Platinum User License fee is:
EUR 3,200 per user per year.
For three Corporate Platinum User Licenses:
3 × EUR 3,200 = EUR 9,600 per 12-month contract period.
The license fee is an annual recurring subscription fee.
It is not a one-time purchase price for perpetual ownership or unlimited future use of Enterprise Plus.

Annual Platform Support and Operations

The annual Enterprise Plus Platform Support and Operations fee is: EUR 8,233.75 per 12-month contract period.
The Platform Support and Operations service covers the continued provision and operation of the Customer-specific Enterprise Plus environment, including as applicable:

external cloud hosting;
platform operation;
infrastructure services;
database operation;
backups;
system monitoring;
software maintenance;
software updates;
bug fixes;
security-related maintenance;
technical administration;
operational support.

The Platform Support and Operations fee is payable for each 12-month period during which the Customer-specific Enterprise Plus environment is maintained.

Initial Corporate Implementation

The initial Customer-specific corporate implementation included:

creation of the dedicated Enterprise Plus repository;
database configuration;
Customer-specific system configuration;
logo and environment setup;
initial user setup;
administration setup;
initial platform tailoring.

The implementation fee was:
EUR 15,000.
This is a one-time implementation charge and is separate from the annual license and Platform Support and Operations fees.

Contract Term

The initial contract term is five years.
The contract commenced in 2023 and covers five consecutive annual license periods.
The initial contract term therefore runs until 2028.
The annual license and applicable Platform Support and Operations fees remain payable for each annual period of the initial five-year contract term.
The Customer's decision not to actively use some or all of the licensed functionality during an annual contract period does not terminate the Agreement or remove the applicable payment obligations.

Annual Subscription Period

Each annual license payment provides access to Enterprise Plus for the corresponding 12-month subscription period.
The annual license fee covers the right to use the licensed Enterprise Plus functionality during that period.
The annual Platform Support and Operations fee covers operation and maintenance of the Customer-specific environment during the corresponding period.

Renewal

Following completion of the initial five-year contract term, the Agreement automatically renews for successive periods of twelve months unless terminated in accordance with Section 12.
Each renewal period is subject to the applicable annual license and Platform Support and Operations fees.

Termination and Non-Renewal

Either party may terminate the Agreement at the end of the initial contract term or a subsequent renewal period by providing written notice at least six months before the relevant contract period expires.
A termination notice does not terminate the Agreement immediately.
The Agreement continues until the end of the applicable contract period.
All fees due for the active contract period remain payable.
If the Customer does not wish to continue Enterprise Plus after completion of the initial five-year period, the Customer must provide notice in accordance with this Section.

Effect of Termination

At the end of the applicable contract period:

the Enterprise Plus license terminates;
authorised user access terminates;
the Customer-specific hosted environment may be deactivated;
Platform Support and Operations terminate;
software maintenance and updates terminate;

access to Provider-owned software and intellectual property terminates. Termination does not remove any payment obligation that arose before the effective termination date.
Any outstanding amounts relating to the contract period, services already provided, infrastructure already maintained or costs already incurred remain payable.

Customer Data

Customer-specific data entered into Enterprise Plus remains the Customer's data. The Customer remains responsible for the accuracy, legality and appropriateness of Customer data entered into the system.
Upon termination, the parties may arrange an appropriate export of Customer data in a commercially reasonable electronic format.
The Provider's intellectual property, software structures, methods, standards, templates and other proprietary material are excluded from such export unless separately licensed.

Permitted Use

The Customer may use Enterprise Plus for its own internal organisational purposes. This includes use for:

standardisation;
modelling;
documentation;
strategy;
requirements;
risks;
KPIs;
policies;
processes;
services;
technology standards;
platform standards;
DevOps standards;
knowledge management;
internal reference content.

Restricted Use

The Customer may not:

sell or sublicense Enterprise Plus;
provide Enterprise Plus access to unrelated third parties without authorisation;
use Enterprise Plus to provide paid modelling or consulting services to third parties;
reverse engineer or decompile the Software;
attempt to reproduce the underlying Enterprise Plus software architecture;
copy or reproduce proprietary Enterprise Plus structures for development of competing software;
remove copyright or proprietary notices;
distribute Provider intellectual property outside the rights expressly granted under this Agreement.

Software Updates and Maintenance

During an active and paid subscription, the Provider will make generally available Enterprise Plus updates, bug fixes, maintenance releases and system improvements available to the Customer.
The Provider may modify or improve the Software provided that the essential functionality of the licensed service is maintained.

Support

The Provider will provide reasonable technical support for the operation of Enterprise Plus during the active subscription term.
Support includes assistance with system-related incidents, access issues and identified Software defects.
Consulting, modelling, programming, major configuration changes or development of additional functionality are not included unless separately agreed.

Intellectual Property

Enterprise Plus and all associated intellectual property remain the exclusive property of LEADing Practice SASU and its licensors.
This includes, where applicable:

software;
source code;
system architecture;
modelling structures;
standards;
methods;
approaches;
frameworks;
templates;
reference structures;
classifications;
taxonomies;
semantics;
software documentation.

Nothing in this Agreement transfers ownership of these rights to the Customer.

Confidentiality

Each party shall treat confidential information received from the other party as confidential and shall use such information only for purposes connected with the Enterprise Plus service and the contractual relationship.
Existing confidentiality obligations between the parties remain unaffected.

Availability and SaaS Nature of Service

Enterprise Plus is provided as a hosted Software as a Service solution.
The Customer acknowledges that continued service requires ongoing hosting, infrastructure, software operation, maintenance and administration.
The Customer does not acquire a perpetual locally installed copy of Enterprise Plus through payment of the annual subscription fees.

Payment

Annual license and Platform Support and Operations fees will be invoiced for the applicable subscription period.
Invoices are payable within 30 days unless otherwise stated on the applicable invoice.
Prices are exclusive of VAT or other applicable taxes unless expressly stated otherwise.
Amounts due under this Agreement remain payable regardless of the Customer's actual frequency of use during the applicable subscription period.

Suspension for Non-Payment

If an undisputed invoice remains unpaid after its due date, the Provider may provide written notice requiring payment.
If payment is not made within a reasonable period following such notice, the Provider may suspend access to the relevant Enterprise Plus services until the outstanding amount is paid.
Suspension does not cancel outstanding payment obligations.

Liability

Each party remains liable for losses caused intentionally or through gross negligence in accordance with applicable law.
Nothing in these Terms excludes liability where exclusion is prohibited by applicable law.
Neither party is liable for indirect, speculative or unforeseeable losses to the extent permitted by law.

Amendments

Customer Agreement
The Terms applicable when the Customer accepted and activated the Enterprise Plus service constitute the Terms applicable to the Customer's Agreement.
Later Online Changes
The Provider may update the general online Terms from time to time.
A later online update does not retroactively amend the commercial terms, contract duration, agreed license quantity or agreed pricing of an existing Customer Agreement unless:
- both parties agree to the amendment in writing; or
- the Agreement expressly permits the relevant change.

Technical, security or operational updates that do not materially change the Customer's commercial obligations may be implemented as part of the SaaS service.

Notices

Contractual notices should be provided in writing, including by email, to the relevant authorised representatives of the parties.
Termination notices must clearly state the intention to terminate or not renew the Agreement.

Governing Law

This Agreement is governed by German law.
Any dispute shall initially be addressed between authorised representatives of the parties with the objective of reaching an amicable solution.
If an amicable solution cannot be reached, either party may pursue the remedies available to it under applicable law before the competent courts.

Entire Agreement

These Terms, together with the applicable Enterprise Plus proposal, order, invoice and any expressly agreed Customer-specific commercial terms, constitute the agreement governing the Customer's Enterprise Plus subscription.
No perpetual software ownership or perpetual license is granted unless expressly stated in writing.
The annual fees identified in these Terms are recurring SaaS subscription fees for the applicable subscription periods.

Customer-Specific Commercial Summary

Customer:
Bayerisches Landesamt für Steuern Contract:
Enterprise Plus (E+) Software as a Service
Contract Number:
2023/01202301
Initial Contract Term:
5 years
Initial Contract Period:
2023–2028
Licensed Users:
3 Corporate Platinum Users
Annual Corporate Platinum User License Fee:
3 × EUR 3,200
Total: EUR 9,600 per year
Annual Platform Support and Operations Fee:
EUR 8,233.75 per year
Initial Corporate Repository Implementation:
EUR 15,000 one-time
Renewal:
Automatic 12-month renewal following completion of the initial five-year term unless terminated at least six months before the applicable contract period expires.

Acceptance

By accepting these Terms during Enterprise Plus account activation, the Customer confirms that it has been provided access to these Terms and agrees that its access to and use of Enterprise Plus is governed by them.
The Provider may retain an electronic record of:

the accepting user account;
the date of acceptance;
the time of acceptance;
the version of the Terms accepted.

Electronic acceptance has the same purpose as written acceptance of these Terms for use of the Enterprise Plus service.
LEADing Practice SASU
Enterprise Plus (E+)
Contract No. 2023/01202301