This licence agreement (the "Agreement") is entered into between you and the company HAGER ELECTRO SAS, a simplified joint-stock company with a capital of € 6,976,000, whose registered office is located at 132 Boulevard d'Europe, 67210 Obernai (France), registered at the Saverne Trade and Companies Register under the number B 675 980 114 ("Hager"). Any reference to "Party" or "Parties" shall mean you or Hager individually as a Party or together as Parties to this Agreement.

 

This Agreement relates to the software hagercad (the "Software"), in its object code form, including, without limitation, any libraries, data, documentation and any other electronic documents.

 

The service provided by Hager with the Software is that the Software compares the designs of the assemblies drawn up with it with reference designs stored in it which enables you to determine if your design of an assembly corresponds to a stored reference design the compliance of which with the requirements of IEC 61439 series was verified by Hager or an affiliated company of Hager in accordance with the IEC 61439 series (the “Service”). Two cases, namely “Original Manufacturer Design” and “Assembly Manufacturer Design”, have to be distinguished:

If the Software indicates “Original Manufacturer Design”, no further design verification is required or rather it is not necessary to repeat the original design verifications provided that i) all the requirements and instructions specified and provided by us are met in full and ii) the assembly is intended for use under the standardised normal service conditions (see section 7.1 IEC 61439-1-2020).

If the Software indicates “Assembly Manufacturer Design”, no correspondence could be established between your design of an assembly and a stored reference design the compliance of which with the requirements of IEC 61439 series was verified by Hager or an affiliated company of Hager in accordance with the IEC 61439 series, implying that you – taking as basis the IEC 61439 series – alone are responsible to verify the compliance of the design with the requirements of the applicable assembly standard and that you are considered to be the original manufacturer in the meaning of the IEC 61439 series.

 

 

The Software is designed to be used independently or in addition to Hagercad.net software or Hagercad calc software, with which it is compatible, as the Software can import files from hagercad.net. Hager disclaims all warranties, conditions, terms and liabilities (whether implied or not) in respect of your use of the Software with any other software.

 

By installing or using the Software, you agree to be bound to this Agreement as a "Licensee".

 

If you disagree with the terms of this Agreement, you must not install or use the Software and you shall remove the Software installation file that you have downloaded from your computer. To do so, please follow the instructions in the documentation available on the Software IT support page [here].

 

If you proceed with this Software installation, or if you use it, you accept to be bound by the terms of this Agreement.

 

 

Article 1 - Purpose of this Agreement

 

The purpose of this Agreement is to specify the conditions under which Hager grants you a Software licence, so that you may use the Software in your capacity as an end-user.

 

To use the Software, you must have an account on Hager's website and be registered.

 

 

Article 2 - Ownership of intellectual property rights in the Software

 

Hager holds all intellectual property rights in the Software and the supporting documentation. Hager reserves all rights not expressly granted to you under this Agreement.

 

You undertake not to infringe, either directly or via a third party, Hager's intellectual property rights. You are responsible for taking all appropriate measures to protect these rights.

 

You shall maintain all Hager property notices appearing on the main components of the Software in good condition, as well as those appearing on any potential backups provided for in Article 4 of this Agreement.

 

 

Article 3 - Licensing

 

In consideration of your commitment to abide by the provisions of this Agreement, Hager grants you the non-exclusive, personal, non-transferable and non-assignable right to use the Software and consult the relevant documentation (the "Licence").

 

The Licence to use the Software allows you to load the Software into the main memory (RAM) of a computer or compatible terminal and to operate it in accordance with the intended use for which the Software is designed, as stated in the Software-related documentation.

 

Hager is the owner or licensee of the Software and you shall not be granted (i) any ownership rights in the Software; (ii) any copyright; or (iii) any rights on any possible patents, trade secrets, trade names and trade marks (registered or not) or any other intellectual property rights related to the Software, under this Agreement and the Licence granted pursuant to it.

 

The Licence does not include delivery of the Software in the form of source language.  Under the Licence you are granted a licence to the executable version only.

 

Article 4 - Limitations

 

The Software is protected by applicable copyright and other intellectual property laws. You acknowledge that you may be exposed to civil and criminal penalties for any infringement by you of Hager's or the licensee's copyright and/or other intellectual property rights in the Software.

 

This Agreement does not grant you any right other than the aforementioned limited right to use. In particular, you are prohibited from:

 

-          Reproducing the Software: you are strictly prohibited from making any unauthorised copy of the Software, including, without limitation, its electronic transmission.

 

Subject to compliance with the use restrictions mentioned in Article 3, if the Software is not protected against copying, you may make one (1) copy of the Software for backup purposes only. If the Software is protected against copying, you may request Hager to provide you with a backup copy of the Software, as necessary, provided that you return the relevant defective media.

 

If you make a backup copy, you shall reproduce and include in the copy the terms of this Agreement as well as Hager property notices.

 

You may print a copy of the documentation provided with the Software solely for your internal business use and for the sole purpose of using the Software.

 

-          Correcting, modifying or adapting the Software: you are strictly prohibited from correcting, modifying or adapting the Software, including, but not limited to embedding the Software in whole or in part in another software, translating the Software or creating any other software, features or derivative works of the Software.

 

-          Making the Software available to a third party or commercialising it: you are strictly prohibited from making the Software available to third parties. You shall not sell, lease, loan, license, distribute or transmit the Software under any circumstances. In addition, you shall not transfer the Software on a telephone or Internet network.

 

-          Reverse engineering the Software: you are strictly prohibited from reverse engineering, decompiling or disassembling the Software without the express written permission of Hager, except as permitted by Article L.122-6-1-IV of the French Intellectual Property Code (reverse engineering as a result of interoperability). Accordingly, if there is any suspected interoperability in the Software, you shall request from Hager, by registered post (with acknowledgement of receipt), any information that is necessary to determine such interoperability. You shall provide in the letter, a detailed description of any items covered by the suspected interoperability to Hager, so that Hager can establish precisely the information necessary for interoperability. If no reply is received within thirty (30) days from receipt of the request, you may perform reverse engineering operations within the limits laid down by the French Intellectual Property Code.

 

You acknowledge that all Software components are delivered as an integral part of a single package and cannot be separated.

 

 

Article 5 - Updates

 

To ensure the proper operation of the Software within the limits of existing features, Hager reserves the right to update, at its discretion, the content of the Software and its files, the documentation and any other documents.

 

You shall be informed when using the Software when an update is available. You may then choose to accept the update or not.

 

 

Article 6 - Warranty and Liability

 

The Software is of standard design and has been developed to satisfy the greatest number of users; therefore, Hager does not guarantee the Software's suitability for your specific needs.

 

Hager expressly excludes any implied conditions, warranties or terms as to satisfactory quality, fitness for purposes or as to the use of reasonable skill and care in relation to the supply and Licence of the Software to you.

 

You shall promptly inform Hager by email to the following address: technical@hager.co.uk if an anomaly, incident or error occurs during the month following the installation of the Software.

 

Hager shall ensure that there are no hidden defects, when the Software is provided on a physical medium. In the event of defective media, Hager undertakes to replace it, free of charge; provided that you have returned the defective media without delay.

 

Limitation of liability:

 

-        It is your responsibility to carefully read and understand the Software documentation as well as Hager's recommendations. Hager shall not be liable for any failure of the Software that results from improper use.

 

-        No performance beyond the Service shall be owed and Hager shall have no liability or warranty obligation whatsoever outside the scope of the Service.

 

-        Hager shall not be liable for any use you make of the calculations provided by the Software in case of an Assembly Manufacturer Design.

 

-        Hager shall only be responsible for the Software supplied by it. Hager shall not be liable for any consequences arising from failure of the electrical system (for example: power failure, short circuit, etc.) of any instability or failure of your IT installation, any failure of the terminal or server on which the Software is installed, or malfunctions caused by third party software. Accordingly, Hager does not warrant or otherwise represent that the operation of the Software will be uninterrupted or error free.

 

-        It is your responsibility to regularly backup your data. Hager shall not be liable for the loss of your data if you have failed to back it up.

 

You have sole responsibility for your use of the Software, which shall comply with the documentation.

 

Hager shall not be liable for any (i) loss of profits (whether direct or indirect); (ii) loss of earnings; (iii) loss of backups;  and (iv) loss of data or information) or (v) any indirect or consequential loss (including if the loss is of the type specified in (i) to (iv) above arising from your use of the Software or its documentation.

 

Nothing in this Agreement shall exclude or limit Hager's liability for (i) fraud; (ii) death or personal injury caused by its negligence; (iii) any breach of Hager's obligations regarding title to the Software as may be implied into this Agreement; or (iv) any liability which cannot be excluded by applicable law.

 

Except as set out directly above, Hager shall be liable in conjunction with the use of the Service or rather the use of the Software only for direct damage caused by a failure of the Software, up to a maximum of five hundred (500) euros.

 

In the event that a claim is made by a third party against you in respect of your use of the Software, you shall immediately inform Hager by registered post to the following address:

 

HAGER ELECTRO SAS

Digital & Information132 Boulevard d'Europe

67215 OBERNAI (France)

 

 

Article 7 – Term and Termination

 

This Agreement is entered into for an indefinite period, until its termination by either Party on not less than fifteen (15) days' notice.

 

In case of failure of one of the Parties to meet its obligations under this Agreement, the other Party may terminate this Agreement automatically if such failure is not remedied within seven (7) days of the defaulting Party receiving notice to remedy the failure. Such notice shall be sent by registered post with acknowledgement of receipt.

 

In the event of termination of the Agreement, you shall immediately cease using the Software as well as the documentation provided with the Software, and destroy all copies.

 

 

Article 8 - Personal Nature

 

Subject to the following paragraph, this Agreement shall not be assigned, sub-licensed, novated or transferred to a third party.

 

Hager reserves the right to assign or transfer this Agreement to any company in its group (meaning, any company that directly or indirectly holds a controlling interest in Hager or in which Hager directly or indirectly holds a controlling interest), or to any person or entity who shall take over all existing obligations towards you, for example in the case of a merger, transfer of business assets, partial sale of assets, outsourcing or any other similar transaction.

 

Article 9 - Severability

 

If any provision of this Agreement is deemed illegal, invalid or unenforceable by any applicable law or court, the offending provision shall be omitted from this Agreement insofar as possible and the validity of the remaining provisions shall not be affected.

 

 

Article 10 – Entire Agreement

 

This Agreement shall constitute the entire Agreement between you and Hager and replaces any previous or current agreement, written or oral, regarding the Software.

 

Article 11 - Waiver

 

Failure of either Party to: (i) enforce at any time any of the provisions of this Agreement; (ii) exercise an option or choice provided for under this Agreement; or (iii) require the other Party to comply with any of the provisions of this Agreement, shall not be interpreted as a waiver to enforce this Agreement or any of its provisions.

 

Article 12 - Applicable law and jurisdiction

 

This Agreement shall be governed by and interpreted in accordance with French law.

 

Any dispute relating to this Agreement shall be submitted to the exclusive jurisdiction of the Paris High Court (i.e. the Tribunal de Grande Instance de Paris), even if there is more than one defendant and even if a third party is joined to the proceedings, including in summary or ex-parte proceedings.