Software License and Support Terms

In these terms, the following words have these meanings:

• Agreement: these terms, together with the Order and any signed agreement between Origasoft and the Customer that refers to them.
• Customer (or "you"): the business, institution or other organization named as the customer in the approved Quote and the Order.
• Customer Data: the content and data that the Customer or its users put into the Software, including learning content and personal data of Learners.
• Documentation: the user guides and technical documentation for the Software that Origasoft makes available to the Customer.
• Entitlements: the learner tier, modules and any other rights purchased under an Order, as recorded in the Customer's account.
• Fees: the amounts payable for the License and the Support Package, as stated in the Order.
• Learner: an individual who has an active learner account in the Customer's instance of the Software. Deactivated and deleted accounts do not count toward the learner tier.
• License: the license granted in section 3 (License grant).
• Order: the order that Origasoft creates after it approves a Quote, identified by an order number, which states the Software, Entitlements, Support Package, Fees and payment details.
• Origasoft (or "we", "us"): the Origasoft entity named as the seller in the Order.
• Quote: a configuration of learner tier, modules, Support Package and customer details that the Customer submits for approval through its account on origasoft.com, or that Origasoft prepares for the Customer.
• Software: the Origasoft learning management software identified in the Order, in the form and deployment described in the Order, including Updates and the Documentation.
• Support Package: the annual support and updates package described in section 6 (Support and updates).
• Support Period: the 12-month period for which the Support Package has been paid, starting on the date the License is issued, and each 12-month renewal period after that.
• Updates: patches, fixes and new versions of the Software that Origasoft makes generally available to customers with an active Support Package. Updates do not include new products or modules that Origasoft offers separately.

These terms apply only to business customers. The Software is not sold to consumers. The individual who submits a Quote or completes an Order confirms that they are authorized to bind the Customer.

Quote. The Customer configures a Quote in its account, choosing a learner tier, modules and a Support Package and giving its organization and invoicing details, and sends it to Origasoft for approval. A submitted Quote is a request. It is not a binding offer by Origasoft, and prices displayed during configuration are subject to approval.

Approval. Origasoft reviews each Quote and may approve it, reject it or ask for changes. An approved Quote is Origasoft's offer on the terms of the Quote and these terms, and remains open only for the validity period stated in it. After that period it lapses and a new Quote is needed.

Order and acceptance. When Origasoft approves a Quote, it creates an Order with an order number. The Agreement for that Order is formed when the Customer pays the Order or confirms it in writing (for example with a signed order form or a purchase order that refers to the order number), whichever happens first, before the approved Quote expires. If payment arrives after expiry, Origasoft may either accept it and issue the License on the terms of the Order, or return it.

Payment. The Customer pays the Fees by bank transfer to the bank account stated in the Order or invoice, using the order number as the payment reference. Origasoft does not accept card payments. Unless the Order states otherwise, payment is due before the approved Quote expires or, if the Customer confirmed the Order in writing first, within 30 days of the invoice date.

Issue of the License. Origasoft issues the License and records the Entitlements in the Customer's account after it confirms receipt of the full payment. Origasoft is not required to deliver the Software, issue the License or provide support before payment is confirmed.

Bank details. Origasoft will never change its bank details by email alone. Before paying to bank details that differ from those in the Order, the Customer should confirm them with Origasoft using contact details it already knows.

Customer terms. Terms in the Customer's purchase order, supplier registration or similar documents do not apply, even if Origasoft acknowledges or processes that document, unless an authorized representative of Origasoft expressly accepts them in a signed document.

Subject to the Agreement and to payment of the Fees, Origasoft grants the Customer a perpetual, non-exclusive, non-transferable and non-sublicensable license to use the Software, in the form and deployment described in the Order, for the Customer's internal business purposes and within its Entitlements.

The License is limited to the learner tier and modules stated in the Order. The number of Learners must not exceed the learner tier. To add Learners or modules, the Customer purchases additional Entitlements through a new Quote.

Internal business purposes include training and assessing the Customer's own employees, contractors, students, members, partners and customers. They do not include providing the Software, or access to it, as a service to unrelated third parties.

The Customer may let its employees and contractors administer the Software on its behalf. The Customer is responsible for all use of the Software under its License and for its users' compliance with the Agreement.

Perpetual means that the License does not expire with time. It continues unless it is terminated under section 13 (Term and termination). It covers the versions of the Software delivered to the Customer up to the end of its last paid Support Period.

All rights not expressly granted in the Agreement are reserved by Origasoft.

Except as expressly allowed by the Agreement or by mandatory law, the Customer must not, and must not allow anyone else to:

• use the Software beyond the learner tier, modules or other Entitlements in the Order;
• copy the Software, except for reasonable backup and disaster recovery copies;
• sell, resell, rent, lease, lend, sublicense, distribute or transfer the Software or the License, or use the Software to provide hosting, outsourcing or service bureau services to third parties;
• modify, translate or create derivative works of the Software, other than configuring it and creating learning content as the Documentation allows;
• reverse engineer, decompile or disassemble the Software, except to the extent the law expressly permits this despite this restriction;
• remove, bypass or interfere with license keys, entitlement checks, usage limits or other technical protection measures;
• remove or alter proprietary notices in the Software;
• use the Software to develop a competing product; or
• use the Software in breach of applicable law, including export control and sanctions laws.

If the Customer exceeds its Entitlements, it must tell Origasoft promptly and purchase the additional Entitlements at Origasoft's then current prices. On reasonable notice, and not more than once a year, Origasoft may ask the Customer to confirm in writing the number of Learners and the modules in use.

The Software is licensed, not sold. Origasoft and its licensors own all intellectual property rights in the Software, the Documentation and Updates, and in any improvements to them.

The Customer owns its Customer Data. Origasoft acquires no rights in Customer Data, except the limited right to process it as needed to provide the Software, support and other services under the Agreement.

The Software may include open source components that are licensed under their own licenses, as listed in the Documentation. For those components, those licenses apply instead of these terms where they conflict.

Origasoft may use feedback and suggestions about the Software freely, provided it does not identify the Customer or disclose its Confidential Information.

The first Support Period is included in the Order and paid together with the License. It starts on the date the License is issued and lasts 12 months.

During an active Support Period, Origasoft provides:

• Updates, when Origasoft makes them generally available, including security fixes, bug fixes and new versions of the licensed modules;
• technical support for questions about the installation, configuration and use of the Software, through the support channels and during the support hours stated in the Order or the Documentation; and
• work to correct reproducible defects in supported versions of the Software, by an Update or a reasonable workaround.

Support does not cover: problems caused by use of the Software other than as described in the Documentation, by changes not made by Origasoft, or by the Customer's own infrastructure, networks or third-party software; versions of the Software that are no longer supported; training, consulting, custom development, data migration or content creation; or on-site services. Origasoft may offer these separately for an additional fee.

Response and resolution targets apply only if they are stated in the Order or a signed agreement.

Renewal. The Support Package can be renewed for further 12-month Support Periods. At least 30 days before a Support Period ends, Origasoft will send the Customer a renewal invoice at its then current support fee. The renewal takes effect when the Customer pays that invoice. Support does not renew automatically.

If support lapses. If the Customer does not renew, the Support Package ends at the end of the paid Support Period. The License remains valid, and the Customer may continue to use the versions of the Software it received before that date, within its Entitlements. Updates and support stop.

Reinstatement. To restart support after a lapse, Origasoft may require the Customer to pay the support fees for the period since the lapse and to move to a supported version of the Software, as stated in a new Quote.

Fees are stated in US dollars (USD) and exclude all taxes, duties and levies, such as value added tax, goods and services tax, sales tax and withholding tax. The Customer pays these in addition to the Fees, except taxes on Origasoft's net income.

If the law requires the Customer to withhold tax from a payment, the Customer will increase the payment so that Origasoft receives the amount it would have received without the withholding, unless the Order states otherwise, and will give Origasoft the official receipts for any tax withheld.

Where a reverse charge applies, the Customer accounts for the tax and gives Origasoft a valid tax identification number, which it can include in the Quote.

Payments are made in USD unless the Order states otherwise. The Customer pays all charges of its own bank and of any intermediary bank, so that Origasoft receives the full invoiced amount.

Fees are non-refundable once the License has been issued, except as expressly stated in these terms or required by law.

If an amount under a confirmed Order is not paid when due, Origasoft may suspend delivery of the Software, Updates and support until payment is received, after giving the Customer at least 10 days' written notice.

Confidential Information means non-public information that one party discloses to the other in connection with the Agreement, which is marked as confidential or which a reasonable person would understand to be confidential. It includes the Software, the Documentation, the pricing in Quotes and Orders, and Customer Data.

The receiving party will use the other party's Confidential Information only to perform its obligations or exercise its rights under the Agreement. It will protect that information with at least reasonable care and disclose it only to its employees, contractors and professional advisers who need to know it and are bound by confidentiality duties at least as protective as these terms.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party lawfully knew before disclosure, that it receives from a third party without a duty of confidentiality, or that it develops independently. A party may disclose Confidential Information when required by law or by a court, after giving the other party prompt notice where the law allows.

These obligations continue for 5 years after the Agreement ends, and for the Software and any trade secrets for as long as they remain confidential.

Each party will comply with the data protection laws that apply to it in connection with the Agreement.

For personal data in the Customer's learning platform, such as data about Learners and administrators, the Customer is the controller. When Origasoft processes that data on the Customer's behalf, for example when providing support or, where agreed, hosting, it acts as a processor and processes the data only on the Customer's documented instructions under a Data Processing Agreement (DPA).

Origasoft's DPA is available on request at privacy@origasoft.com. It covers the subject matter and duration of the processing, security measures, the use of sub-processors and the safeguards for international transfers. Where data protection law requires a DPA, the parties will sign it before Origasoft processes the Customer's personal data. A signed DPA forms part of the Agreement.

The Customer is responsible for having a lawful basis for the personal data it puts into the Software, for giving the required notices to Learners and other users, and for the content it uploads.

Origasoft's processing of the personal data of the Customer's contacts and account holders, as a controller, is described in the Privacy Policy on origasoft.com.

Each party warrants that it has the authority to enter into the Agreement.

Origasoft warrants that, for 90 days after the License is issued, the Software will perform materially as described in the Documentation when used in accordance with it. If it does not, and the Customer notifies Origasoft in writing within that period, Origasoft will, at its option, correct the defect or replace the Software. If it cannot do either within a reasonable time, either party may end the License for the affected Software, and Origasoft will refund the license fee paid for it. This is the Customer's sole remedy for breach of this warranty.

Origasoft warrants that it will provide support with reasonable skill and care, and that it will take reasonable steps to ensure the Software does not contain viruses or other malicious code when delivered.

Except for the warranties in these terms, and to the fullest extent permitted by law, the Software, Updates and support are provided "as is". Origasoft disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement, and does not warrant that the Software will be free from errors or operate without interruption. The Customer is responsible for choosing the Software to meet its needs and for the results it obtains.

Origasoft will defend the Customer against any third-party claim alleging that the Software, as delivered by Origasoft and used in accordance with the Agreement, infringes that third party's patent, copyright or trademark or misappropriates its trade secret. Origasoft will pay the damages and costs finally awarded against the Customer for that claim, or agreed in a settlement approved by Origasoft.

This applies only if the Customer notifies Origasoft of the claim promptly, gives Origasoft sole control of the defense and settlement, and cooperates reasonably at Origasoft's expense. Origasoft will not agree to a settlement that requires an admission by the Customer without the Customer's consent.

Origasoft has no obligation for claims arising from changes not made by Origasoft; from combining the Software with products, data or processes not supplied by Origasoft, where the claim would not have arisen without that combination; from the use of an older version where an available Update would have avoided the claim; from Customer Data; or from use in breach of the Agreement.

If the Software is, or in Origasoft's opinion is likely to be, subject to such a claim, Origasoft may at its option and expense obtain the right for the Customer to continue using it, or modify or replace it so that it no longer infringes without a material loss of functionality. If neither is reasonably possible, Origasoft may end the License for the affected Software and refund the license fee paid for it, reduced on a straight-line basis over 5 years from the date the License was issued.

This section states Origasoft's entire liability, and the Customer's sole remedy, for third-party intellectual property claims.

Nothing in the Agreement limits or excludes either party's liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that cannot be limited or excluded by law. Nothing in the Agreement limits the Customer's obligation to pay the Fees or its liability for breach of section 3 (License grant) or section 4 (Restrictions).

Subject to the previous paragraph, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, business, contracts, goodwill or anticipated savings, or for loss or corruption of data (except the reasonable cost of restoring data from the latest available backup), whether in contract, tort (including negligence) or otherwise, even if it was told that such loss was possible.

Subject to the first paragraph of this section, each party's total liability arising out of or in connection with an Order, whether in contract, tort (including negligence) or otherwise, is limited to the Fees paid by the Customer under that Order in the 12 months immediately before the event giving rise to the claim. This limit applies to all claims under that Order taken together.

The Agreement for each Order starts when it is formed under section 2 (Ordering and payment) and continues until it is terminated under this section. Each Support Package lasts for its paid Support Period.

Either party may terminate an Order by written notice if the other party commits a material breach of the Agreement and, where the breach can be remedied, does not remedy it within 30 days after receiving written notice that describes the breach.

Either party may also terminate an Order by written notice if the other party becomes insolvent, enters liquidation or a similar proceeding, or stops carrying on business, to the extent the law allows.

When the License ends, the Customer must stop using the Software, delete or return all copies in its possession and, on request, confirm this in writing. Before doing so, the Customer may export its Customer Data using the export functions of the Software. Where Origasoft holds Customer Data, it will return or delete it as set out in the DPA.

Termination does not entitle the Customer to a refund of Fees already paid, except that if the Customer terminates because of Origasoft's uncured material breach, Origasoft will refund the prepaid support fees for the remaining part of the Support Period.

Provisions that by their nature should continue after termination will continue, including sections 5 (Ownership), 7 (Fees and taxes) for amounts already due, 8 (Confidentiality), 12 (Limitation of liability), 14 (Governing law and disputes) and 15 (General).

The Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by the law stated in the Order or in a signed agreement between the parties. If none is stated, it is governed by the laws of the country in which Origasoft is registered, as stated in the Order, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first try to resolve any dispute through good faith negotiation between senior representatives for at least 30 days after one party notifies the other of the dispute. If the dispute is not resolved, it will be decided exclusively by the courts stated in the Order or signed agreement or, if none are stated, by the competent courts at the location of Origasoft's registered office. Either party may seek urgent interim relief from any competent court.

Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all earlier proposals, statements and understandings about it. Each party confirms that it has not relied on any statement that is not set out in the Agreement. This does not limit liability for fraud.

Order of precedence. If the documents that make up the Agreement conflict, they apply in this order: (1) a signed agreement between Origasoft and the Customer; (2) the Order and the approved Quote; (3) these terms. A signed DPA prevails over these terms on data protection matters.

Notices. Notices under the Agreement must be in writing and may be sent by email: to Origasoft at legal@origasoft.com, and to the Customer at the email address of its account or the address stated in the Order. A notice is treated as received on the next business day after it is sent, unless the sender receives a delivery failure message.

Assignment. The Customer may not assign or transfer the Agreement or the License without Origasoft's prior written consent. Origasoft will not unreasonably withhold consent to a transfer to a successor of the Customer's business as part of a merger, acquisition or reorganization. Origasoft may assign the Agreement to an affiliate or to a successor of its business by notifying the Customer.

Force majeure. Neither party is liable for delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, war, terrorism, civil unrest, epidemics, government action, failures of public networks or power supplies, or cyberattacks that could not reasonably have been prevented. The affected party must notify the other promptly and take reasonable steps to limit the effects. If the event continues for more than 60 days, either party may terminate the affected Order by written notice.

Severability. If any provision of the Agreement is found invalid or unenforceable, it will be applied to the maximum extent permitted, and the rest of the Agreement remains in effect.

Waiver. A failure or delay in exercising a right is not a waiver of that right.

Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship.

Third parties. No one other than the parties has any right to enforce the Agreement.

Publicity. Neither party will use the other's name or logo in marketing or publicity without the other's prior written consent.

Language. The Agreement is made in English. If it is translated, the English version prevails.

Changes to these terms. Origasoft may update these terms for future Quotes and Orders by publishing a new version on this website. The version in effect when an Order is formed applies to that Order. Changes to the support terms apply to an existing Customer from its next Support Package renewal, after notice.

For questions about these terms or to send a notice, contact legal@origasoft.com. For data protection questions and DPA requests, contact privacy@origasoft.com.