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END USER LICENCE AGREEMENT (EULA)

For all Software published by Codadot Consultancy
Last Updated: June 20th, 2025

1 Introduction

  • This End User Licence Agreement (“Agreement”) is a legal contract between you (either an individual or a single entity, hereinafter “You” or “Licensee”) and Codadot Consultancy (“Licensor”) for the use of the software product(s) (“Software”) provided by the Licensor.
  • By installing, copying, or otherwise using the Software, You agree to be bound by the terms of this Agreement. If You do not agree to these terms, do not install or use the Software.

2 Licence Grant

2.1 Grant

Subject to the terms and conditions of this Agreement, Licensor grants You a limited, non-exclusive, non-transferable licence to install and use the Software solely for Your internal business purposes.

2.2 Scope of Licence

This licence is limited to the number of users, companies, or environments as agreed upon in the applicable order, invoice, or licence agreement. Additional usage requires a separate licence.

2.3 Licensing Models

  • Per-User Licensing: A licence must be assigned to a named natural person (“Named User”) per Dynamics 365 Business Central company (“Company”). The Named User is then licensed and may use the Software on multiple devices within that Company. Licences are non-transferable except upon revocation from a previously assigned user.
  • Company Licensing: A licence is assigned to a Company. All users (natural persons or authorised automated systems) within that Company in Business Central are licensed and may access the Software.
  • Environment Licensing: A licence is assigned to a Business Central Environment. All users (natural persons or authorised automated systems) within that Environment in Business Central are licensed and may access the Software.
  • Other Licensing Models: Additional licensing models, technical modules, developer packages, or custom terms may be agreed upon separately in writing.

2.4 Multiplexing

You may not use any hardware or software to pool connections, reduce direct access, or otherwise circumvent licensing limitations (commonly known as “multiplexing”).

3 Licence Restrictions

You shall not, directly or indirectly:

3.1 Resell or Redistribute

Sell, resell, license, lease, rent, or distribute the Software or any part thereof without prior written consent from the Licensor. Notwithstanding the foregoing, if you have obtained the Software via an authorised partner of the Licensor (a “Partner”) pursuant to a valid subscription or agreement with such Partner, your use and any sublicense by the Partner is permitted as expressly allowed under the applicable Partner Agreement between Licensor and the Partner.

3.2 Modify or Derive

Modify, adapt, translate, or create derivative works from the Software, unless expressly permitted by applicable law.

3.3 Reverse Engineer

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except where such restriction is prohibited by law.

3.4 Unauthorised Automation

Use the Software with bots, scripts, or automation tools under licensed user accounts without explicit written permission from the Licensor.

3.5 Competitive Use and Hosting

Use the Software for benchmarking, competitive analysis, or the development of similar products. Hosting in a cloud, SaaS, VPN, or similar environment other than Dynamics 365 Business Central SaaS provided by Microsoft is permitted only (a) if expressly authorised in writing by Licensor, or (b) if you have obtained the Software via an authorised Partner under a valid subscription or agreement that expressly permits such deployment, in which case such use is allowed solely as permitted by the applicable Partner Agreement and related Customer Subscription Agreement.

4 Intellectual Property

4.1 Ownership

The Software is licensed, not sold. Licensor retains all rights, title, and interest in the Software, including all related intellectual property rights.

4.2 Trademarks

Nothing in this Agreement grants You any rights to use the trademarks, trade names, or logos of Licensor.

5 Support and Updates

5.1 Support Services

Licensor may provide support at its discretion, subject to its current support policies, documentation, or service level agreements. If you acquired the Software through a Partner, Support may be provided by that Partner, in accordance with your agreement with the Partner.

5.2 Updates and Upgrades

Any software updates, upgrades, or enhancements (“Updates”) will be governed by this End User Licence Agreement unless accompanied by additional terms, in which case those shall prevail.

6 Termination

6.1 Termination for Breach

This Agreement will terminate automatically if You breach any term herein.

6.2 Termination for Suspension or Expiration

Your licence and right to use the Software will also terminate immediately if:

  • the agreement between Licensor or its authorised Partner and You terminates or expires, or
  • your organization’s subscription or entitlement to use the Software is otherwise suspended or terminated, unless otherwise agreed in writing.

6.3 Ceasing Use

Upon termination, You must immediately cease use of the Software and destroy all copies.

6.4 Survival of Terms

Sections 3, 4, 7, 8, 9, 10, and any other provisions which by their nature should survive, will survive termination.

7 Warranty Disclaimer

  • The Software is provided “AS IS” without any warranty. Licensor disclaims all warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.
  • Notwithstanding the foregoing, Licensor warrants that the Software will substantially conform to the Documentation and be free of material defects for the duration of the applicable licence term.

8 Limitation of Liability

  • To the fullest extent permitted by law, the aggregate liability of Licensor (and, where applicable, its authorised Partner) arising out of or in connection with this End User License Agreement is limited in accordance with Annex 3 (Individual Limitation of Liability) to the Partner Agreement between Licensor and its authorised Partner (the “Liability Caps”). Where no Partner Agreement applies, Licensor’s aggregate liability shall not exceed the higher of (i) the total fees actually paid by You for the Software in the twelve (12) months preceding the event giving rise to liability, or (ii) EUR 250,000.
  • If You have acquired the Software via an authorised Partner of Licensor, the liability of both Licensor and the Partner in respect of any claim, loss, or damage arising from or in connection with the Software or this Agreement shall be subject to the limitations, exclusions, and caps set forth in Annex 3 (Individual Limitation of Liability) of the Partner Agreement between Licensor and the Partner, as may be amended from time to time. In the event of conflict, those Partner Agreement terms shall prevail.
  • In no event shall Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) Your use or inability to use the Software; (ii) any unauthorised access to or use of our servers and/or any personal information stored therein; (iii) any interruption or cessation of transmission to or from the Software; or (iv) any bugs, viruses, Trojan horses, or the like that may be transmitted to or through the Software by any third party, regardless of the theory of liability (contract, tort, or otherwise) and even if Licensor has been advised of the possibility of such damages, to the maximum extent permitted by law.
  • The limitations and exclusions set forth above do not apply to liability for death or personal injury caused by negligence, willful misconduct, gross negligence, fraud, or any liability which cannot lawfully be excluded or limited. Any further exclusions and carve-outs to this limitation of liability applicable to You are as set forth in (a) Annex 3 of the Partner Agreement if applicable, or (b) in this Agreement if acquired directly from Licensor.
  • If You have obtained the Software via a Partner, You agree to direct all claims, disputes, or requests for support relating to the Software to the Partner in the first instance, except where mandatory law requires direct claims against Licensor. If You acquired directly from Licensor, claims should be directed to Licensor.

9 Indemnification

You agree to indemnify and hold harmless Licensor and its affiliates, officers, agents, and employees from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with Your access to or use of the Software.

10 Intellectual Property Claims

  • Licensor will defend or settle any claim by a third party that Your use of the unmodified Software as authorized under this Agreement infringes that third party’s patent or copyright, provided that:
    1. You promptly notify Licensor of the claim, and
    2. Licensor has sole control over the defense or settlement, and
    3. You cooperate in the defense.
  • In the event of such a claim, Licensor may, at its option, obtain for You the right to continue using the Software, or modify or replace the Software to make it noninfringing. If Licensor determines that none of these options is commercially reasonable, Licensor may terminate Your license for the affected Software and refund any pre-paid fees covering the remaining term of the license.
  • Licensor shall not be liable for any claim of infringement that is based on use of the Software in combination with anything not provided by Licensor, or on unauthorized modifications or use of the Software. This Section 10 states Licensor’s entire liability for intellectual property infringement.

11 Telemetry and Audit Rights

  • Licensor reserves the right to collect limited telemetry data from Your Dynamics 365 Business Central environment solely for the purpose of verifying licence compliance and improving the Software.
  • Licensor may collect only pseudonymised and aggregated telemetry data from Your Dynamics 365 Business Central environment, strictly to verify licence compliance and improve the Software; no personal data will be retained once that purpose is fulfilled.
  • Licensor and Partner act as joint controllers for any telemetry that still qualifies as personal data (Art. 26 GDPR). The essence of this arrangement will be made available to data subjects on request.
  • On-site audits will only follow a documented, unresolved compliance issue, require 30 days’ prior written notice, and be limited to licence matters; any personal data accessed shall be minimised, kept confidential and promptly deleted or anonymised.

12 Governing Law

This End User Licence Agreement shall be governed by and construed under the laws of The Netherlands, excluding its conflict of law rules. Any disputes shall be submitted to the competent courts in The Netherlands.

13 No Waiver

Failure by Licensor to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

14 Amendments

Licensor reserves the right to modify this Agreement at any time. Material modifications will be effective upon at least thirty (30) days’ prior notice to You (or to Your Partner, if applicable) by posting the updated Agreement or by direct communication. If You acquired the Software via a Partner, any material modifications shall become effective only upon thirty (30) days’ prior written notice to the Partner and, if the Partner objects in writing within that period, such modifications shall not apply to then-active Customer licences without mutual written agreement. If You acquired the Software directly from Licensor, and You do not agree to a material modification, You may terminate Your subscription/ license by written notice to Licensor before the change takes effect and receive a pro-rata refund of any fees You prepaid for periods after termination. Continued use of the Software following the effective date of an update to this Agreement constitutes acceptance of the modified terms.

15 Contact Information

If you have any questions about this Agreement, please contact us at:

Codadot Consultancy
Monnikeraklaan 32
3544 TH UTRECHT
THE NETHERLANDS

sales@codadot.nl
+31 30 2272 648

16 Order of Precedence

In the event of any conflict or inconsistency between this Agreement and the terms of a Partner Agreement or its Annexes applicable to You, those Partner Agreement terms shall prevail.