Software licence agreement
1. Agreement
This agreement is between PT Jawasoft (“we”, “us”) and the organisation identified in our accepted quotation or order (“you”).
These terms form part of the quotation or order accepted by your authorised representative. The quotation or order must identify this agreement by version and date and include a copy supplied before acceptance. Installer acceptance confirms acceptance of those terms but is not a substitute for acceptance by an authorised representative.
By accepting this agreement, you confirm that you are authorised to act for that organisation. If you do not agree, do not install or use Certificate Manager.
Any separately signed agreement takes priority over these terms. Your accepted quotation takes priority for pricing, licence scope, duration and services.
Before production delivery, the accepted quotation or order must identify your organisation, the permitted sites and usage scope, whether the licence is perpetual or time limited, any expiry date, the fees and payment dates, purchased services, governing law and courts. Any omission must be resolved in writing by authorised representatives of both parties before production delivery. A production licence is granted only when these details have been agreed in writing.
In this agreement, “software” means Certificate Manager, including updates we supply to you, and “documentation” means the user guides and specifications we supply with it.
2. Your licence
From delivery, subject to the written agreement of the details required by clause 1, we grant your organisation a non-exclusive licence, transferable only as permitted by clause 10, to install and use Certificate Manager for its business operations within the site, organisation and usage limits stated in your quotation. The licence depends on payment of the licence fee by its due date. If it is not paid, we may terminate the licence under clause 9.
Your employees and contractors may use the software on your behalf. You remain responsible for their use.
You may make reasonable backup copies and maintain a separate installation for testing and disaster recovery. Additional production sites or independently operated organisations require our written agreement.
The accepted quotation must expressly state whether your licence is perpetual or time limited and, for a time-limited licence, its expiry date. There is no default licence duration. Neither the price, payment nor installation alone creates a perpetual licence or determines the licence duration. A perpetual licence allows continued use of the licensed version without renewing optional support. A time-limited licence ends on the agreed expiry date unless renewed.
3. Restrictions and ownership
We and our licensors retain ownership of the software and its intellectual property. You retain ownership of your data.
You must not resell, sublicense, distribute or provide the software as a hosted service to others without our written agreement. You must not bypass licence controls or reverse engineer the software, except where applicable law expressly permits it.
You may use Certificate Manager to manage certificates and assets belonging to your clients as part of your own business services. You may give your clients certificates, reports and other outputs produced by the software. Your clients may not use or access the software themselves unless your quotation allows it or they hold their own licence.
Third-party components, including the open-source software listed in the third-party notices supplied with the software, remain subject to their own licences. Nothing in this agreement restricts your rights under those licences.
4. Your data and infrastructure
Certificate Manager runs on infrastructure under your control. You are responsible for suitable hardware, operating systems, database licensing, access controls, security, backups and recovery procedures.
We access your systems or data only with your permission to provide agreed services. Each party must protect confidential information received from the other and use it only to perform this agreement. Where our services require us to process personal data on your behalf, we will agree appropriate data-processing terms before that access.
5. Certificate and compliance decisions
Certificate Manager helps organise records and apply configured rules. You remain responsible for the accuracy and completeness of your records, the suitability of those rules, and decisions about certification, compliance, asset suitability and safety.
The software does not independently authenticate certificates or replace inspections, professional judgement or regulatory approval. Check relevant source documents before relying on an output for a safety or compliance decision.
This responsibility does not remove our obligations under the warranty below.
6. Updates, support and services
Support, installation, migration, training and configuration are included only where stated in your quotation.
Updates and new versions are provided according to the package purchased. Future features and roadmap items are not included unless expressly committed to in writing.
Installing an update does not change your existing licence terms unless you expressly agree to the change. Any end of support will be communicated with reasonable notice and will not end a perpetual licence.
7. Warranty
We warrant that we have the right to license the software and that, for 90 days after delivery, it will perform substantially in accordance with the documentation supplied with it.
If you report a material failure during that period, we will investigate and correct it or provide a reasonable workaround without additional charge. If we cannot do so within 30 days, or another period you agree to, you may terminate the affected licence and receive a refund of its licence fee.
This warranty does not cover problems caused by unauthorised modifications, unsupported environments, misuse or third-party systems outside our control.
We will perform any purchased services with reasonable care and skill. We do not promise that the software will be entirely free of errors or interruptions.
This warranty and the remedies in this clause are your only remedies for defects in the software. This does not limit your rights under clause 9 for our material breach of purchased services. To the extent the law allows, we give no other warranties, express or implied, including about merchantability or fitness for a particular purpose.
8. Liability
Except as set out below, neither party is liable for indirect or consequential loss, or loss of profit, revenue or business opportunity.
Subject to the exceptions below, each party’s total liability arising from this agreement, for all claims combined, is limited to:
(a) for a perpetual licence, the licence fee paid for the affected software; for a time-limited licence, the licence fees paid for it in the 12 months before the event giving rise to the claim; plus
(b) the fees paid for related services in the 12 months before that event.
Reasonable costs of restoring data lost because of our breach, from your most recent backup, may be claimed within that limit.
These limits and exclusions do not apply to:
• fraud or deliberate misconduct;
• death or personal injury caused by negligence;
• your use of the software beyond the licence scope or in breach of clause 3; or
• any liability that cannot lawfully be excluded or limited.
For clarity, liability for either party’s breach of confidentiality under clause 4 is subject to the loss exclusions above and has an aggregate cap equal to the limit calculated in this clause. Confidentiality claims form part of, and do not increase, that same overall cap. The cap applies to all claims arising out of or relating to this agreement, whether in contract, tort (including negligence) or otherwise, subject to the exceptions above.
Refunds, credits, damages and reasonable data-restoration costs for the same event are counted together within the applicable aggregate cap. There is no double recovery for the same loss; any refund or credit for that loss reduces any other amount recoverable for it. This does not limit a liability that cannot lawfully be limited.
These limits do not excuse payment of agreed fees.
9. Termination
Either party may terminate services under this agreement if the other materially breaches it and does not remedy the breach within 30 days of written notice describing the problem.
We may terminate a licence only if:
(a) the licence fee remains unpaid 14 days after we give written notice that it is overdue;
(b) you materially breach clause 2 or 3 and do not remedy the breach within 30 days of written notice; or
(c) to the extent the law allows, you become insolvent, go into liquidation, or bankruptcy or debt-suspension (PKPU) proceedings are started against you and not dismissed within 60 days.
If you validly terminate affected services because of our material breach after the notice and cure period above, you keep any perpetual licence you have paid for. Your refund is limited to amounts actually paid in advance for the affected services not performed as at the effective termination date. Completed services are not refundable. Where fees cover a service period, the refundable amount is calculated daily over the unused part of that period. For a fixed deliverable, only the fee allocated in the quotation to its unperformed part is refundable; if no allocation is stated, it is calculated in proportion to the unperformed work.
If you validly terminate an affected time-limited licence because of our material breach, its refund is limited to the licence fee actually paid for its current term, multiplied by the unused days in that term and divided by the total days in that term. For a software defect, termination and any refund are available only under the conditions in clause 7; that refund is not additional to a refund under this clause. Refunds are subject to clause 8 and may be reduced by undisputed overdue amounts owed under this agreement. No termination refund arises from your breach, non-payment, ordinary expiry or decision to stop using the software, except where applicable law requires otherwise.
When a licence expires or is validly terminated, you must stop using the affected software and remove operational copies. You may retain your data and exported records and may view, print or use those exports to meet legal, regulatory or audit requirements. You may retain one archival software copy where required for those purposes, but retention does not grant a right to run it after the licence ends.
You are responsible for exporting and checking the records you need while your licence remains valid. We do not promise continued software access, reactivation, hosting, conversion or a read-only mode after expiry or termination. Any assistance or extended access must be separately agreed in writing, including its scope and any fees.
We will not delete your data or disable a perpetual licence merely because optional support has expired.
Clauses 3, 4, 5, 8, 9 and 10, and any obligation to pay fees already due, continue after this agreement ends.
10. General
Neither party may transfer this agreement without the other’s written consent, which must not be unreasonably withheld for a business sale or reorganisation.
Changes require written agreement. Publishing revised terms on our website does not change an existing agreement.
Notices under this agreement must be in writing and sent to the address or email address stated in the quotation, or to another address a party gives in writing. Email counts as written notice if it is sent to that address and not returned as undeliverable.
Neither party is responsible for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, government action, or failure of public utilities or networks, if it notifies the other party promptly and takes reasonable steps to limit the effect. This does not excuse payment of fees. If such an event continues for more than 60 days, either party may terminate the affected services by written notice.
This agreement, together with your accepted quotation and any separately signed agreement, is the entire agreement about its subject matter and replaces earlier proposals and discussions.
If any part of this agreement is found invalid or unenforceable, the rest remains in effect. A delay in enforcing a right does not waive it.
The accepted quotation or a separately signed agreement must expressly identify the governing law and courts before production delivery, as required by clause 1. Nothing in these terms removes rights or remedies that applicable law does not allow the parties to exclude.
PT Jawasoft. Contact and notices: Ventura Building, 2nd Floor, Suite 203, Jl. R.A. Kartini No. 26, Cilandak Barat, Cilandak, South Jakarta 12430, Indonesia. Email for sales and legal notices: [email protected].