General termse and conditions
Contact details:
https://www.davanti-wics.nl
info@davanti-wics.nl
Concordiaweg 157
4206 BK Gorinchem
0183-507020
1. General
1.1 Netherlands ICT Terms and Conditions 2014
The enclosed Netherlands ICT Terms and Conditions 2014 apply. By signing this agreement, Client declares to have received a copy of the Netherlands ICT Terms and Conditions and to be fully familiar with them.
1.2 Progress EULA
Client declares to have taken note of and to agree with the Progress End User License Agreement (EULA) in use that relates to the Progress OpenEdge version deployed by DAVANTI-WICS. The progress EULAs are published on the Progress website: https://www.progress.com/legal/license-agreements/openedge
1.3 Personnel
The parties agree that the client will not employ personnel who have a work or internship agreement with DAVANTI-WICS, under penalty of a directly claimable compensation of 2 times the gross annual salary of the employee concerned. In the case of an internship employee, the directly claimable compensation amounts to € 50,000.00. The term party is understood to mean all operating companies in which the party has a (partial) interest or companies that have a (partial) interest in the party.
2. Duration of the Agreement
When entering into the Agreement for the DAVANTI-WICS WMS, maintenance and support of the application are included.
2.1 Buying
2.1.1 Duration of the agreement
A contract based on Purchase is for the duration of 1 year and subsequent terms of one year. The subsequent terms of the maintenance on DAVANTI-WICS are aligned with the calendar year. The first DAVANTI-WICS maintenance period starts at Go Live (of the first customer). Progress maintenance is charged after signing the contract, together with the Progress Licenses.
2.1.2 Granting
DAVANTI-WICS maintenance is purchased per calendar year. Maintenance can be terminated at the end of a calendar year, with a notice period of 30 days. If no notice is given, maintenance will be invoiced for the following calendar year.
2.2 SaaS
2.2.1 Duration of Agreement
A SaaS agreement is for a minimum of 1 year and is then automatically renewed monthly. The monthly SaaS amounts as described in the final Offer include monthly maintenance for the (DAVANTI-WICS and Progress) modules and licenses described in the final Offer. In the event of changes to (DAVANTI-WICS and Progress) modules or licenses, the monthly SaaS amount will change.
2.2.2 Extension
The Agreement is entered into for a minimum of 1 year under the conditions applicable in the General Terms and Conditions and in the final Offer. The Client can terminate the agreement with a notice period of 60 days. If the agreement is terminated before the end of the minimum period, the SaaS amounts for the remaining contract period are immediately due and payable. If the agreement is not terminated, it will be automatically extended monthly.
3. Scope, delivery, price and payment DAVANTI-WICSWMS Software and Maintenance
3.1 DAVANTI-WICS licenses
It has been agreed that DAVANTI-WICS will deliver the DAVANTI-WICS WMS application to the Client.
The last Offer states which WMS modules are purchased by the Client. By signing the Agreement, the Client is obliged to purchase the number of PC and Scan users stated in this Agreement. A DAVANTI-WICS license is not transferable to another legal entity.
3.2 Progress licenses
Per concurrent PC user and Scan user, Client will purchase the following Database Progress Licenses, as specified in the Offer / Agreement. A Progress license is not transferable to another legal entity.
A Workgroup database is just one of many Progress products and in the event of growth or changes in requirements, it may be necessary or desirable to purchase another database. Currently, the current database investment is not depreciated and the investment of the current database can be exchanged for a new database. DAVANTI-WICS cannot guarantee that Progress will not change its policy in this regard, ask for a quote if necessary.
3.3 Implementation
Training is based on the principle of “train the trainer”, often the internal application manager. The client is responsible for internal application management. This involves an employee with knowledge of the logistic warehouse processes who will manage the DAVANTI-WICS application. From DAVANTI-WICS, a consultant will implement the project together with his team.
3.4 WMS Project Costs
The project costs are stated in the final Quotation.
3.5 Any additional work
Additional work will only be carried out on the basis of approved orders from the Client. This approval of orders can take place both in writing and via the automated administration of DAVANTI-WICS, available to the Client within the helpdesk portal. Additional work falls outside this project agreement.
4. Payments
Invoices will be sent to the email address provided by Client in the Agreement. Invoices must be paid within 30 days.
The maintenance fees are due in the event of Purchase in terms of one year each. If DAVANTI-WICS were to proceed to later invoicing, this would not imply a change in the agreed annual periods, nor a change in the notice period.
The maintenance fees are calculated in case of SaaS by means of the monthly SaaS amounts. The payment owed by the client to DAVANTI-WICS for each term is due at the start of each term, regardless of the circumstance that the current agreement would be terminated during a term.
The monthly fee for DAVANTI-WICS Saas will be charged from the first day DAVANTI-WICS LIVE is used. The hosting costs portion will be charged immediately after signing the agreement. Personnel costs will be invoiced monthly based on post-calculation.
5. Extent of maintenance
5.1 New Releases
At the same time as the DAVANTI-WICS WMS is purchased, maintenance is purchased by the Client. DAVANTI-WICS makes new application versions available to the Client on the basis of the Agreement, without charging costs for the new versions of the software to which this agreement applies. Changes resulting from legal regulations will be included in new versions by DAVANTI-WICS as soon as possible. The Client is not obliged to implement a new version every year.
DAVANTI-WICS will install the new versions after prior written approval by the client regarding the installation and the costs of installation. The costs of installing these new versions will be paid by the client on the basis of a post-calculation, as well as any additional training. If the installation of new versions requires major changes, DAVANTI-WICS will only carry these out after an agreement has been concluded in advance between DAVANTI-WICS and the client.
5.2 Support
When entering into this agreement, you are entitled to telephone support during office hours (09:00 – 17:00) regarding problems that may occur with the software to which this agreement applies. DAVANTI-WICS guarantees a response time of a maximum of 4 hours. This applies, of course, to the extent that the problems in question can be resolved by telephone. A broadband connection is used for support. For support for matters other than an error in the standard software, the rates as shown in paragraph 5 apply. Problems that require an on-site solution will be recorded by DAVANTI-WICS within two working days and will be paid by the client on the basis of a post-calculation. A distinction is made in terms of priority between the various reports:
- P1 a critical process has come to a standstill;
- P2 work can be continued using a work around;
- P3 change request / request to adjust the software.
- Ad P1 DAVANTI-WICS guarantees that in the event of a problem that causes a critical process to come to a standstill, it will continue to work with maximum effort until the problem is resolved;
- Ad P2 is scheduled within 1 day and the resolution of the report is started within 1 week;
- Ad P3 is being scheduled.
5.3 Application Maintenance Agreement
The maintenance agreement applies to the following packages and modules:
- DAVANTI-WICS
- Progress
6. DAVANTI-WICS WMS: Annual Maintenance Costs
- The maintenance costs of the DAVANTI-WICS Modules amount to 20% of the gross license price per year, as specified in the final Offer.
- The maintenance costs of the DAVANTI-WICS Licenses amount to 15% of the gross license price per year, as specified in the final Offer.
- Progress maintenance costs (database licenses) amount to 18% of the gross license price per year as specified in the final Offer.
- In case of SaaS, the Maintenance costs are already calculated in the SaaS amount. They are not invoiced separately.