Difference between revisions of "Terms of use"

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<div>
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<div style="line-height:1.0;">
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<span style="font-size: 2em; font-weight: bold;line-height: 1.2;display: block;">Enterprise Plus (E+))</span>
 +
<span style="font-size: 1.5em;font-weight: bold;line-height: 1.3;display: block;">Software as a Service License Terms and Conditions</span>
 +
<span >Contract Number: 2023/01202301</span>
 +
</div>
 +
Provider:<br/>
 
LEADing Practice SASU<br/>
 
LEADing Practice SASU<br/>
 
Chateau Du Grand Perray<br/>
 
Chateau Du Grand Perray<br/>
−
72500 La Bruere-Loir, France<br/><br/>
+
72500 La Bruère-sur-Loir, France<br/>
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SIREN: 929 425 445
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SIREN: 929 425 445<br/>
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</div>
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<p>
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Customer: Bayerisches Landesamt für Steuern, Munich, Bavaria, Germany<br/>
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<div style="line-height:1.2;">
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</p>
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== <span style="font-size:24px;">'''Enterprise Plus (E+)'''</span> ==
+
Effective Date: 1 March 2023<br/>
−
<span style="font-size:24px;">'''Software License Agreement'''</span><br />
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<hr/>
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<span style="font-size:24px;">'''Contract Number: 2023/01202301'''</span>
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</div>
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+
 
__TOC__
 
__TOC__
 +
<hr/>
  
−
== The E+ Software as a Service License Agreement ==
+
==Purpose and Application==
−
The E+ software as a service license agreement is a part of the offer/proposal ''"E+ in the buying organisation"'' from the effective starting date of XYZ.
+
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.<br/>
−
This Software as a Service License Agreement is between '''LEADing Practice SASU''' and the receiving organisation.
+
Enterprise Plus is provided as a cloud-based Software as a Service ("SaaS") solution.<br/>
−
 
+
These Terms apply to all authorised Customer users accessing the Customer-specific Enterprise Plus environment.
−
=== Software as a Service License Agreement Terms ===
+
<hr/>
−
 
+
==Acceptance of Terms==
−
'''(The parties agree to the following 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.
−
# '''Software License.''' LEADing Practice SASU hereby grants to the buying organisation a non-exclusive, non-transferable, non-sublicensable, irrevocable license for the "Enterprise Plus" or "E+" to use as Software (Software as a Service or SaaS).
+
Acceptance by an authorised Customer user constitutes acceptance of these Terms and Conditions by the Customer.<br/>
−
# '''Contract & License Renewal.''' The Software License Grant is bound as a 5-year contract that automatically renews for another 12 months at the end of its term. Afterwards renewing itself every year for another 12 months.
+
The Provider records the activation of the user account, including the date and time of acceptance and the account used for acceptance.<br/>
−
# '''No Other Rights.''' LEADing Practice SASU reserves for itself all other E+ and IP rights and interests not explicitly granted under this agreement.
+
The Customer's continued use of Enterprise Plus is subject to these Terms.
−
# '''Software.''' "Software" means the Enterprise PLUS software tools (Enterprise+ or E+). It is offered as a SaaS solution and consists of two major application components:
+
A later online amendment of these Terms does not amend an existing Customer agreement unless the amendment is made in accordance with Section 25.
−
#* A Modelling Software component where the expert can create and work with many different types of modelling and architecture components.
+
<hr/>
−
#* A Knowledge Management system where the models, views and standards can be posted for anybody within the enterprise. This provides a whole new experience to publishing, referencing, commenting and continuous improvements in a collaborative and user-friendly environment.
+
==Enterprise Plus Software==
−
 
+
Enterprise Plus is a cloud-based software platform supporting modelling, engineering, standardisation, documentation and knowledge management.<br/>
−
<br/>
+
The Customer-specific Enterprise Plus environment includes:<br/>
−
 
+
*Enterprise Plus modelling capabilities;
−
=== E+ Software as a Service Products ===
+
*Enterprise Plus standards and modelling notations;
−
1.''' Product Options '''<br/>Enterprise+ or E+ is sold as a Software as a Service (SaaS) product according to the terms and conditions of LEADing Practice SASU. In the following section, we specify the E+ SaaS solution and associated costs. Individuals or organisations can consume E+ in various ways. They can either choose an 'Individual' model, where one user can model, engineer and architect within the available concepts and capabilities, or a '''Corporate Product''' model. These options are detailed below.
+
*shared repository functionality;
−
* ''' E+ Product Options that were chosen by the buying organisation Specification Cost <font size="-2">(in EUR)</font>'''
+
*knowledge management functionality;
−
{| style="border-collapse:collapse; border:1px solid #000;"
+
*document and standard publishing;
−
! style="border:1px solid #000; padding:5px;" | Specification
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*user and role management;
−
! style="border:1px solid #000; padding:5px;" | License Type
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*collaboration functionality;
−
! style="border:1px solid #000; padding:5px;" | Cost
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*software updates and maintenance;
−
|-
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*cloud-based access to the Customer environment.
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| style="border:1px solid #000; padding:5px;" | Individual User
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The Customer environment is provided through the Customer-specific Enterprise Plus domain.
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| style="border:1px solid #000; padding:5px;" | Individual User License
+
<hr/>
−
| style="border:1px solid #000; padding:5px;" | 499 EUR
+
==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.<br/>
−
| style="border:1px solid #000; padding:5px;" | Corporate Platinum
+
The Customer receives a right to use the Software only.<br/>
−
| style="border:1px solid #000; padding:5px;" | 3 × Individual User License
+
No ownership in Enterprise Plus, its software, source code, structure, intellectual property, methods, standards or underlying technology is transferred to the Customer.<br/>
−
| style="border:1px solid #000; padding:5px;" | 3 × 2400 EUR
+
All rights not expressly granted remain with LEADing Practice SASU.
−
|}
+
<hr/>
−
<br/>
+
==Licensed Users==
−
2.'''Detailing the Corporate Product Options '''<br/>
+
The Customer has licensed:<br/>
−
*First time corporate implementation<br>'''As the individual user of E+ has no shared repository there are no additional cost for that license type. The corporate product options dos require a joint repository. Therefore, any corporate product solution requires a first time specific corporate implementation of the joint repository, tailoring of system, includes setting up logo, database, users, administration. The cost of that is 15.000 EUR'''
+
3 Corporate Platinum User Licenses.<br/>
−
*Unlimited Knowledge Management Access<br/>From the Corporate Gold to the Corporate Platinum User agreement, the Enterprise Plus Knowledge Management concept is added to the User. There is however an additional benefit to E+ and that is that non license users could have access within the organization. This is seen as very beneficial as the business and if wished partners can review the models and comment them. This is ideal for real time usage, optimization and continuous improvement. In some industries i.e., government, defence, pharma, BIO, chemical, the users must also confirm to have read it and agree to a specific function, process, service or procedure. Such a confirmation and compliance tracking, is for some industries as well as complex programs or projects very vital. All this, is possible with the Knowledge Management section within E+. The unlimited non modeller access is available for anybody unlimited within your organization (also all the non-E+ users) for 9950 EUR a year.
+
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.<br/>
−
=== E+ Capabilities===
+
Additional users may be ordered separately.<br/>
−
This section describes the core functionality and capabilities delivered by the E+ SaaS system Corporate agreement. Purchasing a license makes the buying organisation a registered user for 12 months, and entitles the buying organisation to:
+
User licenses may only be used by authorised Customer personnel.
−
*Cloud-based access to the E+ capabilities
+
<hr/>
−
*Access E+ modelling standards, among them are:
+
==Annual License Fee==
−
*#Value Modelling Notations (VMN)
+
The annual Corporate Platinum User License fee is:<br/>
−
*#Strategy Modelling Notations (StMN)
+
EUR 3,200 per user per year.<br/>
−
*#Planning Modelling Notations (PLMN)
+
For three Corporate Platinum User Licenses:<br/>
−
*#Policy Modelling Notations (PoMN)
+
3 × EUR 3,200 = EUR 9,600 per 12-month contract period.<br/>
−
*#Reporting Modelling Notations (RPMN)
+
The license fee is an annual recurring subscription fee.<br/>
−
*#Risk Modelling Notations (RiMN)
+
It is not a one-time purchase price for perpetual ownership or unlimited future use of Enterprise Plus.
−
*#Rule Modelling Notations (RuMN)
+
<hr/>
−
*#Quality Modelling Notations (QMN)
+
==Annual Platform Support and Operations==
−
*#Requirement Modelling Notations (ReMN)
+
The annual Enterprise Plus Platform Support and Operations fee is:
−
*#Capability Modelling Notations (CMN)
+
EUR 8,233.75 per 12-month contract period.<br/>
−
*#Service Modelling Notations (SMN)
+
The Platform Support and Operations service covers the continued provision and operation of the Customer-specific Enterprise Plus environment, including as applicable:<br/>
−
*#Business Process Modelling Notations (BPMN)
+
*external cloud hosting;
−
*#Robotic Automation Modelling Notations (RAMN)
+
*platform operation;
−
*#Application Modelling Notations (AMN)
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*infrastructure services;
−
*#Data Modelling Notations (DMN)
+
*database operation;
−
*#Platform Modelling Notations (PMN)
+
*backups;
−
*#Infrastructure Modelling Notations (IMN)
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*system monitoring;
−
*#Industry 4.0 Modelling Notations (I4MN)
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*software maintenance;
−
*#Access E+ Enterprise Architecture Standards:
+
*software updates;
−
*#*Business Architecture Notations (BAN)
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*bug fixes;
−
*#*Information Architecture Notations (IAN)
+
*security-related maintenance;
−
*#*Technology Architecture Notations (TAN)
+
*technical administration;
−
*#*Enterprise Architecture Notations (EAN)
+
*operational support.
−
*Advanced user permissions
+
The Platform Support and Operations fee is payable for each 12-month period during which the Customer-specific Enterprise Plus environment is maintained.
−
*Get free E+ updates
+
<hr/>
−
*Access free E+ updates and new builds for a period of 12 months.
+
==Initial Corporate Implementation==
−
*Access the registered user’s area and any associated E+ resources for 12 months.
+
The initial Customer-specific corporate implementation included:<br/>
−
*Get access the industry practices, best practices and leading practices.
+
*creation of the dedicated Enterprise Plus repository;
−
*#Receive support for registered users
+
*database configuration;
−
*#Priority bug reporting for registered users
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*Customer-specific system configuration;
−
*#Have access through E+ KMS reference content in over 100 areas/subjects, among them there are best practice reference content in various areas
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*logo and environment setup;
−
*#Have access to the Enterprise Plus Knowledge Management system
+
*initial user setup;
−
*#The enterprise modeller, engineer and/or architect can share the views/models created.
+
*administration setup;
−
*#Upload training, quality, standards, reports, measures, policies, procedures etc.  to a specific function, process or service.
+
*initial platform tailoring.
−
===Permitted Uses===
+
The implementation fee was:<br/>
−
*'''Installation.''' LEADing Practice SASU will install and configure the Software for the buying organisation. The dedicated setup will be: https://www.XYZ?.EnterprisePlus.tools
+
EUR 15,000.<br/>
−
*'''User Setup.''' E+ is defined as a per-user foundation, and LEADing Practice SASU require that the attached file ‘E+ '''User Information Overview.xls'''’ is filled out with the required user information fields.
+
This is a one-time implementation charge and is separate from the annual license and Platform Support and Operations fees.
−
*#More users can be ordered and thereby added to E+.
+
<hr/>
−
*#User Groups can be defined and added as needed during the contract term.
+
==Contract Term==
−
*'''Home Use.''' The buying organisation may use the E+ Cloud-based Software both on a company and home computer.
+
The initial contract term is five years.<br/>
−
===Restricted Uses: The buying organisation will not===
+
The contract commenced in 2023 and covers five consecutive annual license periods.<br/>
−
*use the E+ tool to document or model for other companies/organizations as consulting services that are paid. Such organizations must have an own E+ License,
+
The initial contract term therefore runs until 2028.<br/>
−
*distribute, license, loan, or sell the Software or other content that is contained or displayed in it,
+
The annual license and applicable Platform Support and Operations fees remain payable for each annual period of the initial five-year contract term.<br/>
−
*modify, alter, or create any derivative works, based on the E+ Software,
+
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.
−
*reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software,
+
<hr/>
−
*try to download or redocument the logic (object orientation, semantics, categorization, classification and tagging) of E+
+
==Annual Subscription Period==
−
*remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.
+
Each annual license payment provides access to Enterprise Plus for the corresponding 12-month subscription period.<br/>
−
*Enterprise Plus Knowledge Management License is only granted unlimited for access within the organization.
+
The annual license fee covers the right to use the licensed Enterprise Plus functionality during that period.<br/>
−
===Training and Support Services===
+
The annual Platform Support and Operations fee covers operation and maintenance of the Customer-specific environment during the corresponding period.
−
LEADing Practice SASU has the following training available for The buying organisation:
+
<hr/>
−
 
+
==Renewal==
−
{| style="border-collapse:collapse; width:100%;"
+
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.<br/>
−
|-
+
Each renewal period is subject to the applicable annual license and Platform Support and Operations fees.<br/>
−
| style="border:1px solid #999; padding:8px;" | '''Basic E+ Training (2 days)'''
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<hr/>
−
|-
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==Termination and Non-Renewal==
−
| style="border:1px solid #999; padding:8px;" | '''Foundational E+ Modelling Training (3 days)'''
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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.<br/>
−
|-
+
A termination notice does not terminate the Agreement immediately.<br/>
−
| style="border:1px solid #999; padding:8px;" | '''Advanced E+ eXpert Modelling Training (3 days)'''
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The Agreement continues until the end of the applicable contract period.<br/>
−
|-
+
All fees due for the active contract period remain payable.<br/>
−
| style="border:1px solid #999; padding:8px;" | '''Basic E+ Architecture Training (2 days)'''
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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.
−
|-
+
<hr>
−
| style="border:1px solid #999; padding:8px;" | '''Advanced E+ eXpert Architecture Training (3 days)'''
+
==Effect of Termination==
−
|}<br/>
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At the end of the applicable contract period:<br/>
−
#The '''Basic E+ Training''' is a 3-day online virtual training which requires at least 10 participants (physical locations are possible at additional logistic costs). The Basic E+ Training includes:
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*the Enterprise Plus license terminates;
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#*Introduction to Enterprise plus
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*authorised user access terminates;
−
#*How to create objects within E+
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*the Customer-specific hosted environment may be deactivated;
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#*How to share objects
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*Platform Support and Operations terminate;
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#*Grouping within E+
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*software maintenance and updates terminate;
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#*Basic repository principles within E+
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access to Provider-owned software and intellectual property terminates.
−
#*Object Decomposition & Composition
+
Termination does not remove any payment obligation that arose before the effective termination date.<br/>
−
#*Object Categorization & Classification<br/><br/>
+
Any outstanding amounts relating to the contract period, services already provided, infrastructure already maintained or costs already incurred remain payable.
−
#'''Foundational E+ Modelling''' Training is a 2x2-day training. Minimum attendance of at least 10 participants is required at any The buying organisation location (other locations are possible at additional logistic costs). The Basic E+ Enterprise Modelling Training requires the participant to have participated in the basic training (training option A). The Foundational E+ Enterprise Modelling Training includes:
+
<hr>
−
#*Advanced Modelling within E+, which includes Workflow modelling (this is what the O2S was based on)
+
==Customer Data==
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#*Difference between process modelling and service modelling
+
Customer-specific data entered into Enterprise Plus remains the Customer's data.
−
#*Information object and information flow
+
The Customer remains responsible for the accuracy, legality and appropriateness of Customer data entered into the system.<br/>
−
#*Maturity tagging
+
Upon termination, the parties may arrange an appropriate export of Customer data in a commercially reasonable electronic format.<br/>
−
#*Advanced Modelling Knowledge Management Publishing & Upload<br/><br/>
+
The Provider's intellectual property, software structures, methods, standards, templates and other proprietary material are excluded from such export unless separately licensed.
−
#'''Advanced E+ eXpert Modelling Training''' is a 2x2-day training. Minimum attendance of at least 10 participants is required at any The buying organisation location (other locations are possible at additional logistic costs). The Advanced E+ eXpert Modelling Training requires the participant to have participated in the basic training (training option A). The E+ Advanced E+ eXpert Modelling Training includes:
+
<hr>
−
#*E+ Training: Cloud Capability Modelling
+
==Permitted Use==
−
#*E+ Training: Cloud Modelling
+
The Customer may use Enterprise Plus for its own internal organisational purposes.
−
#*E+ Training: BPMN Process Modelling
+
This includes use for:<br/>
−
#*E+ Training: Data Modelling
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*standardisation;
−
#*E+ Training: Platform Modelling<br/><br/>
+
*modelling;
−
#The '''Basic E+ Enterprise Architecture Training''' is a 3-day training which requires at least 8 participants at any The buying organisation location (other locations are possible at additional logistic costs). The Basic E+ Enterprise Architecture Training includes:
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*documentation;
−
#*introduction to Enterprise plus
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*strategy;
−
#*Enterprise Architecture environment within E+
+
*requirements;
−
#*How to use the already created and share objects from other users
+
*risks;
−
#*Enterprise Architecture categorization within E+
+
*KPIs;
−
#*Enterprise Architecture classification within E+
+
*policies;
−
#*The Enterprise Architecture models/views within E+
+
*processes;
−
#*Basic Enterprise Architecture Knowledge Management Publishing & Upload<br/><br/>
+
*services;
−
#'''Advanced E+ Enterprise Architecture Training''' is a 2x3-day training which requires at least 8 participants at any The buying organisation location (other locations are possible at additional logistic costs). The Basic E+ Enterprise Architecture Training. This training requires the participant to have participated in the basic E+ Enterprise Architecture training. The Foundational E+ Enterprise Architecture Training includes
+
*technology standards;
−
#*Business Architecture models/views within E+
+
*platform standards;
−
#*Information Architecture models/views within E+
+
*DevOps standards;
−
#*Technology Architecture models/views within E+
+
*knowledge management;
−
===Support===
+
*internal reference content.
−
#'''Initial Support.'''  LEADing Practice SASU shall provide The buying organisation with:
+
<hr/>
−
#*telephone or electronic support during LEADing Practice SASU's normal business hours in order to help The buying organisation locate and correct problems with the Software, and
+
==Restricted Use==
−
#*the internal internet-based support system on E+ that is available seven days a week, twenty-four hours a day.<br/><br/>
+
The Customer may not:<br/>
−
#'''Renewed Support.''' After the initial support period, The buying organisation may elect to renew LEADing Practice SASU's support services under this paragraph SUPPORT for additional 12-month periods, at LEADing Practice SASU's then-technical support service rate of 500 Euro a year.<br/><br/>
+
*sell or sublicense Enterprise Plus;
−
#'''Support''' in terms of '''E+ programming or consulting'''
+
*provide Enterprise Plus access to unrelated third parties without authorisation;
−
##Programmer or consulting Support: If the need arises for consulting services or additional tailoring and programming (for example setting up shared structure within E+, linking to SharePoint, or uploads of specific file formats or access to not supported browsers, etc). The cost for E+ senior offsite consultant or programmer is specified in cost overview section. The coordination of work will be done directly with the consultant/programmer. We offer The buying organisation over a time span of 1 year, the following programming package:
+
*use Enterprise Plus to provide paid modelling or consulting services to third parties;
−
##20 days of programming services - 30.000 Euro (cost 1500 Euro per day, represents 20% savings).
+
*reverse engineer or decompile the Software;
−
##40 days of programming services - 50.000 Euro (cost 1250 Euro per day).  
+
*attempt to reproduce the underlying Enterprise Plus software architecture;
−
##100 days of programming services - 100.000 Euro (cost 1000 Euro per day).
+
*copy or reproduce proprietary Enterprise Plus structures for development of competing software;
−
##Additional needs can be discussed in further agreements.
+
*remove copyright or proprietary notices;
−
===Updates and Maintenance Services===
+
*distribute Provider intellectual property outside the rights expressly granted under this Agreement.
−
#'''Updates.''' LEADing Practice SASU shall provide The buying organisation, at LEADing Practice SASU's sole expense, with all updates, extensions, enhancement, modifications, and other changes LEADing Practice SASU makes or adds to the Software and which LEADing Practice SASU offers to other licensees of the Software.<br/><br/>
+
<hr/>
−
#'''Fixes and Patches.''' LEADing Practice SASU shall provide The buying organisation, at LEADing Practice SASU's sole expense, with bug fixes and code corrections to correct Software malfunctions and defects in order to bring the Software into substantial conformity with its operating specifications.<br/><br/>
+
==Software Updates and Maintenance==
−
#'''Exceptions.''' LEADing Practice SASU may, but will not be required to, provide these maintenance services in a specific time..
+
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.<br/>
−
===Representations (Mutual Representation)===
+
The Provider may modify or improve the Software provided that the essential functionality of the licensed service is maintained.<br/>
−
#'''Existence.''' The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
+
<hr>
−
#'''Authority and Capacity.''' The parties have the authority and capacity to enter into this agreement.
+
==Support==
−
#'''Execution and Delivery.''' The parties have duly executed and delivered this agreement.
+
The Provider will provide reasonable technical support for the operation of Enterprise Plus during the active subscription term.<br/>
−
#'''Enforceability.''' This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
+
Support includes assistance with system-related incidents, access issues and identified Software defects.<br/>
−
#'''No Conflicts.''' Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.
+
Consulting, modelling, programming, major configuration changes or development of additional functionality are not included unless separately agreed.
−
#'''No Breach.''' Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under
+
<hr>
−
#*its articles, bylaws, or any unanimous shareholders agreement,
+
==Intellectual Property==
−
#*any Law to which it is subject,
+
Enterprise Plus and all associated intellectual property remain the exclusive property of LEADing Practice SASU and its licensors.<br/>
−
#*any judgment, Order, or decree of any Governmental Authority to which it is subject, or
+
This includes, where applicable:<br/>
−
#*any agreement to which it is a party or by which it is bound.
+
*software;
−
#'''Permits, Consents, and Other Authorizations.''' Each party holds all Permits and other authorizations necessary to
+
*source code;
−
#*own, lease, and operate its properties, and
+
*system architecture;
−
#*conduct its business as it is now carried on.
+
*modelling structures;
−
#'''No Disputes or Proceedings.''' [Except as disclosed in the parties respective Disclosure Schedules] There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
+
*standards;
−
#'''No Bankruptcy.''' Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.
+
*methods;
−
===LEADing Practice SASU's Representations===
+
*approaches;
−
#'''Disclosure Schedule.''' LEADing Practice SASU's Disclosure Schedule lists any exceptions to its representations.
+
*frameworks;
−
#'''Ownership of Intellectual Property.''' Except as disclosed in LEADing Practice SASU's Disclosure Schedule, LEADing Practice SASU
+
*templates;
−
#*is the owner of all Intellectual Property rights included in the Software and granted under in the Enterprise Plus (E+), and
+
*reference structures;
−
#*has the exclusive right to grant the Enterprise Plus (E+) Software.
+
*classifications;
−
#'''Maintenance of Intellectual Property.''' LEADing Practice SASU has properly maintained all its Intellectual Property rights licensed under the Enterprise Plus (E+), including paying all applicable registration and maintenance fees.
+
*taxonomies;
−
#'''No Prior Grant or Transfer.''' LEADing Practice SASU has not granted and is not obligated to grant any license to any third party that would conflict with the Enterprise Plus (E+) under this agreement.
+
*semantics;
−
#'''No Infringement.''' [To LEADing Practice SASU's Knowledge,] The Software does not infringe the Intellectual Property rights or other rights of any third party.
+
*software documentation.
−
#'''No Third-Party Infringement.''' [Except as disclosed in LEADing Practice SASU's Disclosure Schedule] To LEADing Practice SASU's Knowledge, no third party is infringing its Intellectual Property rights in the Software.
+
Nothing in this Agreement transfers ownership of these rights to the Customer.
−
#'''Not in Public Domain.''' The Software is not in the public domain.
+
<hr>
−
===No Warranty===
+
==Confidentiality==
−
#'''"As-Is".''' The [Licensed] Software is provided "as is," with all faults, defects, bugs, and errors. We are working on it constantly, but it is rented/bought “as is” as a software as a service (SAAS).
+
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.<br/>
−
#'''No Warranty.''' Unless otherwise listed in this agreement,
+
Existing confidentiality obligations between the parties remain unaffected.
−
#*LEADing Practice SASU does not make any warranty regarding the [Licensed] Software, which includes that
+
<hr>
−
#*'''LEADing Practice SASU disclaims to the extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.'''
+
==Availability and SaaS Nature of Service==
−
===Intellectual Property===
+
Enterprise Plus is provided as a hosted Software as a Service solution.<br/>
−
LEADing Practice SASU will retain exclusive interest in and ownership of its Intellectual Property rights in and to the Software and expressly reserves all rights not expressly granted under this agreement.
+
The Customer acknowledges that continued service requires ongoing hosting, infrastructure, software operation, maintenance and administration.<br/>
−
===Compliance with Laws===
+
The Customer does not acquire a perpetual locally installed copy of Enterprise Plus through payment of the annual subscription fees.
−
Each party shall
+
<hr/>
−
#comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]].
+
==Payment==
−
#notify the other party if it becomes aware of any non-compliance in connection with this section.
+
Annual license and Platform Support and Operations fees will be invoiced for the applicable subscription period.<br/>
−
===Confidentiality Obligations.===
+
Invoices are payable within 30 days unless otherwise stated on the applicable invoice.<br/>
−
The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties.
+
Prices are exclusive of VAT or other applicable taxes unless expressly stated otherwise.<br/>
−
===Publicity===
+
Amounts due under this Agreement remain payable regardless of the Customer's actual frequency of use during the applicable subscription period.
−
#'''Consent.''' Neither party will use the other party's name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party's written consent, unless specifically permitted under this agreement or required by Law.
+
<hr>
−
#'''Cooperation.''' The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.
+
==Suspension for Non-Payment==
−
#'''No Unreasonable Delay.''' The parties will not unreasonably withhold or delay their consent to press releases or public announcements.
+
If an undisputed invoice remains unpaid after its due date, the Provider may provide written notice requiring payment.<br/>
−
===Termination===
+
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.<br/>
−
This agreement begins once the contract is signed and/or first invoice is paid and will continue until terminated (the "Term").
+
Suspension does not cancel outstanding payment obligations.
−
#'''Termination on Notice.''' The agreement is for 5 years and will then unless terminated, automatically be renewed every year for another 12 months. Either party may terminate this agreement for any reason, at any time, but at least 6 months before end of agreement. However, even if cancelled, the contract still proceeds, until the full contract length are finished. In that time, LEADing Practice has to deliver the services, for which The buying organisation has to pay (i.e. until the 12 months are over).
+
<hr>
−
 
+
==Liability==
−
===Effect of Termination===
+
Each party remains liable for losses caused intentionally or through gross negligence in accordance with applicable law.<br/>
−
#'''Payment Obligations.''' On the expiration or termination of this agreement, The buying organisation shall pay any amounts it owes to the other party, including payment obligations for the contract period as well as services already rendered, work already performed, goods already delivered, or expenses already incurred, and
+
Nothing in these Terms excludes liability where exclusion is prohibited by applicable law.<br/>
−
#'''Termination of License Grant.''' On the expiration or termination of this agreement the Enterprise Plus (E+) granted under this agreement will terminate with immediate effect after the contract period is over.
+
Neither party is liable for indirect, speculative or unforeseeable losses to the extent permitted by law.
−
 
+
<hr>
−
===Return of Property===
+
==Amendments==
−
On termination or expiration of this agreement, or on LEADing Practice SASU's request, The buying organisation shall
+
# '''Customer Agreement'''<br>The Terms applicable when the Customer accepted and activated the Enterprise Plus service constitute the Terms applicable to the Customer's Agreement.
−
#return to LEADing Practice SASU all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from LEADing Practice SASU.
+
#'''Later Online Changes'''<br>The Provider may update the general online Terms from time to time.<br>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:
−
#destroy all copies of LEADing Practice SASU's of the information, documents, equipment, files, and other property, including Intellectual Property, it made.
+
#*both parties agree to the amendment in writing; or
−
#on LEADing Practice SASU's request, certify to LEADing Practice SASU in writing that it destroyed all these copies.
+
#*the Agreement expressly permits the relevant change.<br>
−
 
+
<p style="padding-left:30px">Technical, security or operational updates that do not materially change the Customer's commercial obligations may be implemented as part of the SaaS service.</p>
−
===Indemnification===
+
<hr>
−
#'''Indemnification by The buying organisation.''' The buying organisation (as an indemnifying party) shall indemnify LEADing Practice SASU (as an indemnified party) against all losses and expenses in connection with any proceeding arising out of
+
==Notices==
−
#*The buying organisation use of the Software, and
+
Contractual notices should be provided in writing, including by email, to the relevant authorised representatives of the parties.<br/>
−
#*The buying organisation unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party's Intellectual Property rights,
+
Termination notices must clearly state the intention to terminate or not renew the Agreement.
−
#'''Mutual Indemnification.''' Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses in connection with any proceeding arising out of the indemnifying party's wilful misconduct or gross negligence.
+
<hr/>
−
#'''Notice and Failure to Notify'''
+
==Governing Law==
−
#*'''Notice Requirement.''' Before bringing a claim for indemnification, the indemnified party shall:
+
This Agreement is governed by German law.<br/>
−
#*#notify the indemnifying party of the indemnifiable proceeding, and
+
Any dispute shall initially be addressed between authorised representatives of the parties with the objective of reaching an amicable solution.<br/>
−
#*#deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
+
If an amicable solution cannot be reached, either party may pursue the remedies available to it under applicable law before the competent courts.<br/>
−
#'''Failure to Notify.''' If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.
+
<hr>
−
#'''Exclusive Remedy.''' The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].
+
==Entire Agreement==
−
===Limitation on Liability===
+
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.<br/>
−
Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.
+
No perpetual software ownership or perpetual license is granted unless expressly stated in writing.<br/>
−
===General Provisions===
+
The annual fees identified in these Terms are recurring SaaS subscription fees for the applicable subscription periods.
−
#'''Entire Agreement.''' The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,
+
<hr>
−
#*represent the final expression of the parties' intent relating to the subject matter of this agreement,
+
==Customer-Specific Commercial Summary==
−
#*contain all the terms the parties agreed to relating to the subject matter, and
+
Customer:<br/>
−
#*replace all of the parties' previous discussions, understandings, and agreements relating to the subject matter of this agreement.
+
Bayerisches Landesamt für Steuern
−
#'''Counterparts'''
+
Contract:<br/>
−
#*'''Signed in Counterparts.''' This agreement may be signed in any number of counterparts.
+
Enterprise Plus (E+) Software as a Service<br/>
−
#*'''All Counterparts Original.''' Each counterpart is an original.
+
Contract Number:<br/>
−
#*'''Counterparts Form One Document.''' Together, all counterparts form one single document.
+
2023/01202301<br/>
−
#'''Amendment.''' This agreement can be amended only by a writing signed by both parties.
+
Initial Contract Term:<br/>
−
#'''Assignment.''' Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.
+
5 years<br/>
−
#'''Notices'''
+
Initial Contract Period:<br/>
−
#*'''Method of Notice.''' The parties shall give all notices and communications between the parties in writing by (a) personal delivery, (b) a nationally-recognized, next-day courier service, (c) first-class registered or certified mail, postage prepaid, or (d) electronic mail to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.
+
2023–2028<br/>
−
#*'''Receipt of Notice.''' A notice given under this agreement will be effective on
+
Licensed Users:<br/>
−
#*#the other party's receipt of it, or
+
3 Corporate Platinum Users<br/>
−
#*#if mailed, the earlier of the other party's receipt of it and the [fifth] business day after mailing it.
+
Annual Corporate Platinum User License Fee:<br/>
−
#'''Governing Law and Consent to Jurisdiction and Venue'''
+
3 × EUR 3,200<br/>
−
#*'''Governing Law.''' This agreement, and any dispute arising out of the SUBJECT MATTER OF THE AGREEMENT, shall be governed by the laws of Germany (were LEADing Practice has its legal representation).
+
Total: EUR 9,600 per year<br/>
−
#*'''Consent to Jurisdiction. '''Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the German Law and thereby courts located within Germany, in connection with any matter arising out of this agreement or the transactions contemplated under this agreement.
+
Annual Platform Support and Operations Fee:<br/>
−
#*'''Consent to Service.''' Each party hereby irrevocably
+
EUR 8,233.75 per year<br/>
−
#*#agrees that process may be served on it in any manner authorized by the Laws of Germany, and
+
Initial Corporate Repository Implementation:<br/>
−
#*#waives any objection which it might otherwise have to service of process under the Laws of the Germany.
+
EUR 15,000 one-time<br/>
−
#'''Dispute Resolution'''
+
Renewal:<br/>
−
#*'''Arbitration.''' Any dispute or controversy arising out of this agreement and SUBJECT MATTER OF THE AGREEMENT will be settled by arbitration in Germany, according to the rules of the American Arbitration Association then in effect, and by two [2] arbitrators[s].
+
Automatic 12-month renewal following completion of the initial five-year term unless terminated at least six months before the applicable contract period expires.
−
#*'''Judgment.'''' Judgment may be entered on the arbitrator's award in any court having jurisdiction in Germany.
+
<hr>
−
#*'''Arbitrator's Authority.''' The arbitrator will not have the power to award any punitive [or consequential] damages.
+
==Acceptance==
−
#'''Waiver'''
+
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.<br/>
−
#*'''Affirmative Waivers.''' Neither party's failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party's rights.
+
The Provider may retain an electronic record of:
−
#*'''Written Waivers.''' A waiver or extension is only effective if it is in writing and signed by the party granting it.
+
*the accepting user account;
−
#*'''No General Waivers.''' A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
+
*the date of acceptance;
−
#*'''No Course of Dealing.''' No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
+
*the time of acceptance;
−
#'''Severability.''' If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
+
*the version of the Terms accepted.
−
===Prizing/Cost===
+
Electronic acceptance has the same purpose as written acceptance of these Terms for use of the Enterprise Plus service.<br/>
−
In order to get an easier overview, below is the listing of all options and costs
+
LEADing Practice SASU<br/>
−
 
+
Enterprise Plus (E+)<br/>
−
{| style="border-collapse:collapse; width:100%;"
+
Contract No. 2023/01202301<br/>
−
|-
+
−
! style="border:1px solid #999; padding:8px;" | E+ Product Options
+
−
! style="border:1px solid #999; padding:8px;" | Specification
+
−
! style="border:1px solid #999; padding:8px;" | Cost <font size="-2">(EUR)</font>
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | Individual User (not shared repository)
+
−
| style="border:1px solid #999; padding:8px;" | Individual User License
+
−
| style="border:1px solid #999; padding:8px;" | 899 yearly fee
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | Corporate User (shared repository, Artefacts/Templates, Knowledge Management, '''Framework, Method and Approach access''')
+
−
| style="border:1px solid #999; padding:8px;" | Individual User License
+
−
| style="border:1px solid #999; padding:8px;" | 3,200 yearly fee
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | First-time corporate implementation of a shared repository, including system tailoring, logo setup, database configuration, user setup and administration
+
−
| style="border:1px solid #999; padding:8px;" | Installation
+
−
| style="border:1px solid #999; padding:8px;" | 15,000 one-time cost
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | '''Unlimited Knowledge Management Access''' for non-E+ users
+
−
| style="border:1px solid #999; padding:8px;" | Open KM Access
+
−
| style="border:1px solid #999; padding:8px;" | 9,950 yearly fee
+
−
|}
+
−
<br/>
+
−
{| style="border-collapse:collapse; width:100%;"
+
−
|-
+
−
! style="border:1px solid #999; padding:8px;" | Training Options
+
−
! style="border:1px solid #999; padding:8px;" | Cost <font size="-2">(EUR)</font>
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | E+ Modellierungs-Grundlagen (2 days)
+
−
| style="border:1px solid #999; padding:8px;" | 2,200 per person
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | E+ Advanced-Modelling (3 days)
+
−
| style="border:1px solid #999; padding:8px;" | 3,000 per person
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | E+ Architektur Grundlagen (2 days)
+
−
| style="border:1px solid #999; padding:8px;" | 2,550 per person
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | E+ Advanced-Architecture (3 days)
+
−
| style="border:1px solid #999; padding:8px;" | 3,550 per person
+
−
|}
+
−
<br/>
+
−
LEADing Practice SASU Bank Details below:<br/>
+
−
Bank: Danske Bank<br/>
+
−
Reg.:1471, Konto: 0010447607<br/>
+
−
IBAN DK8430000010447607<br/>
+
−
SWIFT-address/BIC:DABADKKK <br/>
+
−
*'''Taxes.''' Payment amounts under this agreement do not include VAT Taxes and they will be added according to Danish laws (as the product doesn’t leave the country).
+
−
*'''Interest on Late Payments.''' Any amount not paid when due will bear interest from the due date until paid at a rate equal to 3% per month.
+
−
 
+
−
The E+ license agreement was accepted as a part of the offer/proposal ‘The buying organisation E+ System Proposal’ from the effective starting date of 01 April 2023. The yearly invoices will only be the 3 x Corporate Platinum User, with an Individual User License of 3 x 2400 yearly fee. Combined this would be an invoice amount of 7200 Euro yearly. The
+
−
The License agreement is confirmed by LEADing Practice SASU:
+
−
 
+
−
Name: Ulrik Foldager<br/>
+
−
My Title: LEADing Practice, CoE Operations Manager
+
−
 
+
−
© Copyright notes on Intellectual Property
+
−
 
+
−
===All rights reserved===
+
−
All rights reserved (heading)
+
−
LEADing Practice SASU respects the intellectual property of others, and we ask others to do the same. All information and materials contained in the LEAD frameworks, methods and approaches with associated tools (Enterprise Plus – also referred to as E+) and templates, such as mSASU, matrices and models is Intellectual Property (IP) of LEADing Practice SASU, and limitations apply to the reuse of this IP/IP. The intellectual Property Rights (IPR) consists of information, knowledge, objects, artifacts, experience, insight and/or ideas that are structured to enable reuse to deliver value creation and realization.
+
−
 
+
−
LEADing Practice SASU’ - often referred to as LEAD - Intellectual Property is protected by law, including, but not limited to, internationally recognized United States of America, Canada and the European Union copyright laws. Except if specifically indicated otherwise in writing, LEADing Practice SASU is the exclusive owner of the copyright in the entire LEAD frameworks context (including images, text and look and feel attributes), and LEADing Practice SASU reserves all rights in this regard. Use or misuse of the IP, the trademarks, service mark or logos is expressly prohibited and may violate national, federal and state law. LEADing Practice SASU may, in appropriate circumstances of infringement of the intellectual property rights pursue legal action.
+
−
 
+
−
For questions, please get in touch with us at info@LEADingPractice.com. By signing this Software License Grant, The buying organisation accepts the LEADing Practice SASU terms of use, copyrights and pricing and invoicing policies. For more information, please carefully review documentation about our Terms of Use, Copyrights [[https://www.baylfst.enterpriseplus.tools/index.php?title=Copyright]] , Privacy [[https://www.baylfst.enterpriseplus.tools/index.php?title=Privacy] ]and LEADing Practice's GDPR Compliance [[https://www.baylfst.enterpriseplus.tools/index.php?title=GDPR_Compliance]].
+
−
 
+
−
==Order Form==
+
−
This Order Form is subject to the terms of the Subscription License and Services Agreement between LEADing Practice SASU and The buying organisation (“Licensee”) with an effective date of 25 May 2021 (the “Agreement”). All terms of the Agreement are incorporated herein by reference. In the event of a conflict, the terms of this Order Form control over the terms of the Agreement.  
+
−
{| style="border-collapse:collapse; width:100%;"
+
−
|-
+
−
! colspan="3" style="border:1px solid #999; padding:8px; text-align:left;" |
+
−
 
+
−
|-
+
−
! style="border:1px solid #999; padding:8px;" | E+ Product Options
+
−
! style="border:1px solid #999; padding:8px;" | Specification
+
−
! style="border:1px solid #999; padding:8px;" | Quantity
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | Individual User (not shared repository)
+
−
| style="border:1px solid #999; padding:8px;" | Individual User License
+
−
| style="border:1px solid #999; padding:8px;" |
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | Corporate Copper User ('''shared repository''' with full modelling techniques)
+
−
| style="border:1px solid #999; padding:8px;" | Individual User License
+
−
| style="border:1px solid #999; padding:8px;" |
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | Corporate Silver User ('''shared repository''' and Artefacts/Templates)
+
−
| style="border:1px solid #999; padding:8px;" | Individual User License
+
−
| style="border:1px solid #999; padding:8px;" |
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | Corporate Gold User ('''shared repository''', Artefacts/Templates and Knowledge Management)
+
−
| style="border:1px solid #999; padding:8px;" | Individual User License
+
−
| style="border:1px solid #999; padding:8px;" |
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | Corporate Platinum User ('''shared repository''', Artefacts/Templates, Knowledge Management, '''Framework, Method and Approach access''')
+
−
| style="border:1px solid #999; padding:8px;" | Individual User License
+
−
| style="border:1px solid #999; padding:8px;" |
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | Unlimited Knowledge Management Access to non-E+ users
+
−
| style="border:1px solid #999; padding:8px;" | Open KM Access
+
−
| style="border:1px solid #999; padding:8px;" |
+
−
|-
+
−
! colspan="3" style="border:1px solid #999; padding:8px; text-align:left;" |
+
−
|-
+
−
! style="border:1px solid #999; padding:8px;" | Training Options
+
−
! style="border:1px solid #999; padding:8px;" | Specification
+
−
! style="border:1px solid #999; padding:8px;" | Quantity
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | Foundational E+ Modelling Training
+
−
| style="border:1px solid #999; padding:8px;" | (2 days)
+
−
| style="border:1px solid #999; padding:8px;" |
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | Advanced E+ eXpert Modelling Training
+
−
| style="border:1px solid #999; padding:8px;" | (3 days)
+
−
| style="border:1px solid #999; padding:8px;" |
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | Basic E+ Architecture Training
+
−
| style="border:1px solid #999; padding:8px;" | (2 days)
+
−
| style="border:1px solid #999; padding:8px;" |
+
−
|-
+
−
| style="border:1px solid #999; padding:8px;" | Advanced E+ eXpert Architecture Training
+
−
| style="border:1px solid #999; padding:8px;" | (3 days)
+
−
| style="border:1px solid #999; padding:8px;" |
+
−
|}
+

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

  1. Customer Agreement
    The Terms applicable when the Customer accepted and activated the Enterprise Plus service constitute the Terms applicable to the Customer's Agreement.
  2. 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