The source code of the LibrePlan product is coverd by the Affero General Public License version 3.
The complete license text, as well as a nice overview of what this means can be found on the LibrePlan page on GitHub
The home of the Affero General Public License is on the Free Software Foundation website
The binary distribution of LibrePlan Enterprise Edition contains a copyrighted work of art, being the LibrePlan Enterprise logo.
It is this by copyright protected logo that allows the LibrePlan Enterprise B.V. company to sell subscriptions of the binary distribution of the LibrePlan Enterprise product, which is based on the LibrePlan source code as published on the GitHub website.
LibrePlan Enterprise B.V. makes no claims towards liability or Warranty other than mentioned in the standard Affero General Public License version 3.
Since the LibrePlan Enterprise B.V. company is located in the Netherlands, all our legal documents and contracts are covered by Dutch law.
The binary distribution of LibrePlan Enterprise contains licensed materials. For these there is a separate license agreement. An example is shown below:
Enterprise license and support agreement
This license and support agreement (“this Agreement”) is made by and between LibrePlan Enterprise (a trademark of Coderial B.V.), a Dutch company having its principal place of business at Culemborg, the Netherlands (“Supplier”) and its counterpart, NAME_COMPANY, a COUNTRY company having its principal place of business at CITY, COUNTRY (“Customer”).
The parties, considering that
Supplier has developed and is maintaining the LibrePlan-Enterprise software for project management (“the Software”);
Supplier has a registered trademark to the name “LibrePlan-Enterprise” under EUIPO number 018226853;
Supplier is offering a software license and support services on a subscription basis;
Customer is willing to use the Software and to benefit from the support services;
Now agree as follows:
Article 1. Grant of license
Under copyright and trademarks held by Supplier, Supplier hereby grants Customer the right to use the Software in its business.
This right is limited to installation and execution of the Software on (a) one production server and (b) one development or staging server. An unlimited number of users that are employees of Customer may interact with the Software on the production server. Employees with a development or testing role may interact with the Software on the staging server
Customer may make a reasonable number of back-up copies of the Software.
No other rights are granted. In particular, no rights are granted to modify, have modified, sublicense publish or distribute the Software.
Article 2. Support services
2.1 Supplier shall provide a reasonable level of second-level technical support on installation, usage and maintenance of the Software. The support will be available on Dutch working days between 9:00 and 17:00. Outside these hours Supplier will endeavor to respond to urgent issues.
2.2 Support shall be provided by e-mail unless Customer has elected premium support, in which case also support by telephone is available. Premium support can be elected at any time and can be canceled at the end of the then-current Term.
2.3 Support shall be offered to one employee designated by Customer as technical contact. Prior to the start of technical support the employee will undergo training provided by Supplier. Details of the training program will be provided in advance.
2.4 The parties may agree on express support terms, which shall be added as an Annex to this Agreement with joint agreement. The provisions of the Annex shall prevail over this article.
Article 3. Updates and upgrades
Supplier shall use best efforts to maintain and update the Software to add new features and remove bugs.
Supplier shall use reasonable efforts to secure the Software as can reasonably be expected with the current state of technology.
Supplier sets the timeline for creation and deployment of updates. If these are likely to have significant impact on the usage by Customer, they will be discussed with Customer first.
Certain components of the Software are provided by third parties. While Supplier has good working relationships with these third parties, Supplier is dependent on these parties to deliver maintenance or updates to these components.
Article 4. Custom modifications
Supplier is willing to provide custom modifications to the Software for Customer. Upon Customer request, Supplier will draw up a quotation and implementation plan setting out the desired modifications, the timeline for creation and deployment and the pricing for such modifications.
Upon acceptance of the quotation Supplier will undertake the agreed-upon work. When finished, the license and other provisions of this Agreement shall apply to the custom modifications.
Supplier has the right to refuse the creation of custom modifications if in the professional opinion of Supplier such modifications would unduly negatively impact the performance of the Software, would jeopardize the security of the Software or would require excessive development capacity at Supplier.
Article 5. Pricing and payment
5.1 In consideration for the rights granted to Customer and the obligations undertaken by Supplier under this Agreement, Customer shall pay the monthly fee of EUR XXX (ex VAT).
5.2 The fee is due in advance and payable within thirty (30) days of receipt of invoice by Customer.
5.3 Fees for custom work will be charged separately as agreed by the Parties.
5.4 In case Customer does not pay an invoice in time, Supplier is entitled to suspend support services until payment has been received. This shall not apply in case Customer has raised a valid dispute on the invoice within the payment period.
Article 6. Intellectual Property and Personal Data
6.1 Except as expressly provided otherwise, nothing in this Agreement shall be interpreted or construed so as to transfer any right, title, or interest in any Intellectual Property of a Party to the other Party.
6.2 The Software, any updates or extensions thereto and any documentation provided by Supplier is the Intellectual Property of Supplier. To the best of its knowledge, Supplier represents and warrants that no third party copyrights or trademarks are infringed by the usage of the Software as contemplated under this Agreement.
6.3 Neither the Customer, nor any end user or other party has any right to obtain a copy of the Software source code or object code.
Article 7. Limitation of liability
7.1 Except in cases of intentional misconduct or gross negligence the entire liability of Supplier for any damage suffered by the Customer in connection with this Agreement or the software is limited as set out in this article.
7.3 All liability is limited to the amount of direct damages suffered, up to the lower of (a) the amount of fees (excluding VAT) paid or payable in total by the Customer in the six months prior to the moment the cause of the damage first became apparent and (b) fifteen thousand (15,000) Euros.
7.4 Direct damages are understood to mean exclusively
The reasonable costs that the Customer would have to incur to have Supplier's performance comply with the agreement. However, this damage will not be compensated when the Customer has terminated the agreement. Excluded from such costs are upgrading of Customer's hardware or software.
The costs made by the Customer for the longer-term maintenance of its old system or systems and associated facilities because Supplier has not delivered on a delivery date that is binding to Supplier, reduced by any savings which are the result of the delayed delivery.
Reasonable costs made to determine the cause and extent of the damage, when the determination relates to direct damage within the nature of these conditions.
Reasonable costs made to prevent or limit damage, when the Customer proves that these costs have led to the diminishing direct damage within these conditions.
7.5 Unless performance by Supplier is permanently impossible, Supplier shall only be liable due to an attributable failure in the performance of a contract if the Customer declares Supplier to be in default in writing without delay and grants Supplier a reasonable term to remedy the breach, and Supplier culpably fails to fulfill its obligations also after this term has passed. The notice of default must describe the breach as comprehensively and in as much detail as possible in order to give Supplier the opportunity to respond adequately.
7.6 Liability of Supplier for indirect damages, including consequential damage, lost profit, missed savings and damage due to business interruption, is fully excluded. Any damages not defined in article 7.4 as direct damages are regarded as indirect damages.
7.7 Any limitations of liability will not be applicable in the event that the damages or loss is the result of recklessness or deliberate intent on the side of Supplier or its supervising personnel.
Article 8. Force Majeure
8.1 Neither Party will be bound to comply with any obligation if the Party is prevented from doing so through force majeure. Force majeure will be deemed to include, among other things, communications or power failure, (distributed) denial of service or other network attacks, riot, insurrection, labor disputes, accident, action of government, restrictions on import and/or export or any inability to perform which is caused by the Party’s suppliers.
8.2 In case of force majeure the affected Party will use its best efforts to find a suitable remedy or alternative source to overcome said force majeure.
8.3 Force majeure includes in particular (but without limitation): domestic disturbances, mobilisation, war, transportation blocks, strikes, network attacks such as SYN (synchronous) floods or (distributed) denial of service attacks, business interruptions, supply stagnation, fires, floods, import and export obstructions, internet failures and in the event Supplier’s suppliers for any reason prevent it from being able to comply with this agreement, which means that Supplier cannot be expected to comply with this agreement within reason.
8.4 Each Party has the right to suspend compliance with its obligations under this agreement during the period of force majeure. If this period exceeds ninety (90) days, each Party will have the right to terminate this agreement without being obliged to pay compensation to the other Party.
Article 9. Confidentiality
9.1 A Party receiving confidential information from the other Party shall treat this as strictly confidential and use this solely in connection with its rights and obligations under the Agreement.
9.2 Confidential information includes all information of which it can be assumed from the context that the issuing Party would deem this to be confidential or of which the receiving Party should reasonably have recognized its confidential nature from the content of the information. Confidential information also includes all information and data concerning or pertaining to the Agreement, the software, pricing, service levels, the Customer’s data, and more generally data concerning business operations, marketing, research, development, inventions, know-how, samples, product and service specifications, software, business relations, the Customer’s or suppliers of a Party, irrespective of the form in which this has been recorded or is provided.
9.3 The obligation to treat certain information as confidential no longer applies if the receiving Party can prove that this information:
is or becomes publicly available through no act or omission of the receiving Party;
was already in possession of the receiving Party prior to the date on which it was issued by the issuing Party;
is available from a third party without this party being in default towards the issuing Party arising from a confidentiality clause by distributing the information to the receiving Party; or
was developed by the receiving party independently and without the use of the information of the issuing Party.
9.4 Should a competent court or other government authority demand access to confidential information, the receiving Party is entitled to grant such access. However, to the extent permitted by applicable law the receiving Party shall contact the disclosing Party prior to doing so to enable the disclosing Party to take legal action against such access (e.g. an interim measure with a competent court). However, the receiving Party shall never be liable for granting access if legally obligated.
9.5 The provisions of this article shall continue to be effective after the expiration or termination of the Agreement.
Article 10. Term & Termination
10.1 The Parties enter into the Agreement on the date of acceptance by Customer. This Agreement is entered into for a period of one year (“the Term”).
10.2 Unless terminated in writing by a Party at the latest one month before the end of the then-current Term, the Term will be extended by the same period each time.
10.3 In case a Party willfully or negligently fails to comply with the material obligations under the Agreement, and the failure is significant, the other Party may terminate the Agreement directly, but only after the Party that failed to comply has not remedied the failure within a reasonable time period (at least 30 days) after having received a Written notice of default that is adequate and as detailed as possible.
10.4 A Party may immediately terminate the Agreement by written notice to the other Party, without the requirement for notice of default or intervention of the Court, in the event of the following:
if the other Party has been granted suspension of payments, whether provisionally or not; or
if a petition for bankruptcy has been filed with respect to the other Party and the petition has not been revoked within seven days, if the other Party files for bankruptcy itself; or
if the other Party’s enterprise is dissolved or terminated, except for the purpose of a merger with or absorption by another company.
Article 11. Amendments
11.1 No general terms and conditions of either party shall be part of this Agreement.
11.2 If any provision, or part of a provision, of this Agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of the provisions of this Agreement shall not be affected, unless otherwise required by operation of applicable law.
11.3 In such case, the Parties shall use all reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to the Agreement which may be necessary in order to achieve, to the greatest extent possible, the same commercial effect as would have been achieved by the provision, or part-provision, in question.
Article 12. Miscellaneous terms
12.1 This Agreement is governed exclusively by Dutch law.
12.2 Any disputes between the Parties that cannot be settled amicably will be submitted to the competent Dutch court for the district where Supplier has its registered office.
12.3 Without prior consent, the Parties will not provide any information and/or make any statements to third parties regarding the contents of the Agreement, the partnership between the Parties or the results of the cooperation.
12.4 Customer will not be authorized to transfer this Agreement or any of its rights and obligations arising therefrom to a third party (including but not limited to its affiliates) without the express consent of Supplier. Supplier will be authorized to transfer this Agreement and all its rights and obligations arising therefrom to a third party that acquires the business operations to which this Agreement is subject.