License Terms for Tailorator apps
Version 2025-01
1. Agreement
1.1. Tailorator or another entity within the Codebrew group (“Tailorator”), and its customer (the “Customer” or the “Licensee”)) have entered into an agreement (hereinafter referred to as the “Agreement”) by virtue of a separate document that states (i) the identity of the Customer, (i) the specific product that falls within the scope of these License Terms, (ii), and (iii) the Licensee’s fees.
2. License
2.1. Subject to the Licensee’s fulfillment of its obligations as set out in the Agreement, Tailorator grants the End-User a non-transferable and non-exclusive right of use of the product specified in the Agreement (the specific modules the Licensee has been granted licenses to at any time, hereinafter referred to as the “Product”) on the following terms.
2.2. The use of the Product by the End-User presupposes that the Licensee fulfills its obligations in the Agreement and that the End-User accepts these License Terms. Where the End-User installs the Product or otherwise starts using the Product, this shall be considered to signify full acceptance hereof.
2.3. The current license grants the Licensee access to and right of use of the latest version of the custom-made Product in exchange for a single payment.
2.4. The right of use concerns only the Product itself and therefore does not apply to the requisite Microsoft licenses. The Licensee is free to acquire licenses for Microsoft products.
3. Scope of the right of use
3.1. The Licensee is granted the right to use the Product on these License Terms for the following users:
Internal use and further modification by persons employed by the Licensee as part of the Licensee’s work.
If you do not fall within any of the above categories, you have no right to use the Product.
3.2. The Licensee shall be liable for all external persons who may get access to the Product pursuant to item 3.1 ) of these License Terms.
3.3. Installing, subscribing to, or using the software means that the End-User accepts these Terms (including any amendments thereto made at any time). Where the End-User does not accept the terms, the End-User may not install, subscribe to, or use the Product.
4. Standard product and modifications
4.1. The Product is a customized product. It is the Licensee’s responsibility to ensure that the Product meets the Licensee’s specific needs and requirements.
4.2. Analyses, modifications or other consulting assistance, if any, that may be necessary as a result of amendments to (i) the Licensee’s own IT environment, (ii) modifications to Microsoft products, (iii) changes to the Licensee’s use or (iv) installation of new Product releases and versions may therefore be done by Tailorator for the Licensee in exchange for a prepaid remuneration based on estimated time spent. Separate consideration shall be calculated for assistance for migration of modifications and customizations in the Licensee’s own IT environment to new versions to Microsoft products or the Product regardless if such modifications have previously been made by Tailorator, third parties or the Licensee.
5. Standard software purchase
5.1. Delivery of the Product is conditional upon a purchase. The price of the software purchase is stated in the Offer. If the Licensee neglects to make payment for the Product, it will not be delivered.
5.2. The Licensee may order Product updates. Such updates may comprise corrections of errors, new / improved features, adaptations to the applicable legislation and accounting policies, etc. The Licensee and all End-Users are entitled to use the updates as they are released.
5.3. It is the Licensee’s responsibility to install and implement the updates. Tailorator may assist the Licensee in exchange for remuneration based on estimated time spent.
5.4. A software purchase or subscription or purchase does not entitle consulting assistance, error recovery, and support. A right to the above may be acquired by virtue of a separate agreement.
6. Intellectual property rights
6.1. The Licensee has full use and modification rights to the Product and it’s source code.
6.2. Tailorator holds the copyrights and other intellectual property rights to the Product. The Product falls within the scope of the copyright legislation and the international conventions on intellectual property rights.
6.3. Because of the intellectual property rights held by Tailorator, the Licensee and the End-Users may only use the Product on the terms and conditions described herein. The Licensee and the End-Users may not donate, lend, loan, lease, sell, pawn or otherwise assign the Product or the rights to it. The Licensee may not allow third parties to use or dispose of the Product unless this is in full compliance with Section 3.1.
8. Limited warranty for 2 weeks
8.1. Tailorator ‘s liability for defects, including any obligation for repairs, shall lapse if the respective defect has not been claimed within 2 weeks after delivery.
8.2. Where the Licensee proves within 2 weeks of Product receipt that the Product does not work in accordance with the order or user documentation and that the deviation is an important defect of the Product (i.e. that one or more of the Licensee’s key business functions cannot be performed because the respective defect makes Product operation impossible, Tailorator may, of its own choice:
A. provide a new version of the Product free of charge;
B. fix the defect in the Product free of charge;
C. repay the purchase fee the Licensee has actually paid for the affected part of the Product, however, in such a way as to ensure the deduction of the value of the benefit the Licensee has had from the Product during the same period
8.3. Tailorator ‘s performance of Section 8.1 shall represent Tailorator’s full range of obligations to the Licensee in the event of Product defects. The Licensee may therefore not place any other requirements on Tailorator in connection with defects. No separate warranty is granted towards the End-Users and the End-User may therefore not place any requirements on Tailorator in connection with defects.
9. Disclaimer and limitation to liability
9.1. In no case shall Tailorator be liable for indirect losses and consequential damages regardless of the circumstances.
9.2. Tailorator disclaims any liability for loss of expected profit, loss of data, damage to registrations or data, or any other form of indirect specific documented accidental losses or consequential losses that arise on account of or in connection with the use of the Product by the Licensee or any End-User. Tailorator ‘s product liability is limited to the provisions of mandatory law applicable at any time.
9.3. Tailorator ‘s overall liability for loss or damage on account of or in connection with these License Terms or the use of the Product shall, under all circumstances, be limited to the purchase price the Licensee has actually paid for the Product prior to the submission of a justified complaint.
10. Exemption from liability in connection with force majeure, etc.
10.1. Tailorator may not be liable to the Licensee for any circumstances that lie beyond Tailorator ‘s control and that Tailorator should not have taken into consideration, avoided, or overcome at the time when the Agreement was signed.
10.2. Unpredictable breakdowns delayed or missing deliveries, strikes, lockout, lack of transportation, restrictions of public authorities, and similar circumstances release Tailorator from liability.
11. Breach
11.1. Tailorator is entitled to terminate these License Terms, including the software subscription, with immediate effect if the Licensee or any of the End-Users commit a material breach hereof.
11.2. The termination shall have an effect on the future. Payments that have already been made shall not be returned to the Licensee in connection with the termination.
12. Period and termination
12.1 The right for the End-User to use the Product shall terminate with immediate effect upon the termination of the Agreement, or if the End-User does no longer fall within the categories set out in Section 3.1 of these License Terms.
12.2. Of the License Terms are terminated regardless of the reason for that, the Licensee and all End-Users shall immediately and without compensation uninstall the Product and destroy all copies thereof.
14. Governing law and venue
14.1. All disputes originating out of this licensing relationship shall be governed by Finish law without regard for the principles of governing law. Unless otherwise agreed by the parties, any dispute, controversy, or claim arising out of or in connection with this licensing relationship, or the breach, termination, or invalidity thereof, shall be finally settled in the nearest district court to the head office of Codebrew Oy. The languages to be used in court shall be English and Finnish.
14.2. Section 14.1 shall not prevent Tailorator from seeking or getting an injunction or another extraordinary legal remedy from the courts competent for this.
15. Payment Terms
Payment Service Provider
Paytrail Oyj serves as the payment intermediary and service provider in collaboration with Finnish banks and credit institutions and is an authorized payment Institution. Paytrail Oyj will be shown as the recipient on your bank or credit card statement and forward the payment to the merchant. For complaints, please contact the website the payment was made to.
Paytrail Oyj
Innova 2
Lutakonaukio 7
40100 Jyväskylä
Business ID 2122839-7
paytrail.com/en/consumer/information-about-paying
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