Contracting Party: peerfect.systems AG
Terms for Microsoft Commercial Marketplace of peerfect.systems (Version April 2025)
regarding the SharedConX Automation Software developed by peerfect.systems AG
These terms („Agreement“) govern the use of the SharedConX Automation Software („Software“) provided by peerfect.systems AG („Publisher“) via the Microsoft Commercial Marketplace. By acquiring or using the Software, the customer („Customer“) agrees to the following terms.
The following terms, when used in this Agreement, shall have the following meanings:
– „Agreement“ means this contract between the Publisher and the Customer for the use of the Software via the Microsoft Commercial Marketplace.
– „Customer“ means any individual or legal entity acquiring or using the Software as offered by the Publisher through the Marketplace.
– „Publisher“ refers to peerfect.systems AG.
– „Software“ means the SharedConX Automation Software including its components SharedConX.Manager, SharedConX.Core, and SharedConX.Client.
– „Marketplace“ refers to the Microsoft Commercial Marketplace, including Microsoft AppSource and Azure Marketplace.
– „Personal Data“ means any information relating to an identified or identifiable natural person, in line with Article 4 of the GDPR.
– „Subprocessor“ means a third party engaged by the Publisher to process Personal Data on behalf of the Customer.
– „SCCs“ refers to the Standard Contractual Clauses issued by the European Commission for data transfers outside the EEA, UK or Switzerland.
– „GDPR“ means the General Data Protection Regulation (EU) 2016/679.
– „Confidential Information“ refers to any non-public, proprietary information exchanged between the parties in relation to this Agreement.
- Contracting Party
The contracting party is:
peerfect.systems AG (FL-0002.727.003-6)
Gewerbeweg 16, 9486 Schaanwald, Liechtenstein, https://www.peerfect.systems
- Scope and Applicability
This Agreement applies to the use of the Software components:
– SharedConX.Manager
– SharedConX.Core
– SharedConX.Client
as licensed through the Microsoft Commercial Marketplace.
- License Grant
Publisher grants the Customer a non-exclusive, non-transferable right to use the Software in accordance with the type and scope of the acquired license (e.g., Named User, Server, or Enterprise License). The Software is licensed, not sold.
- Rights and Restrictions
Customer may:
– Install and use the Software for internal business purposes.
– Create backup copies as necessary.
– Allow its employees and affiliated companies to use the Software, provided that all terms of this Agreement are fully complied with. Customer remains fully liable for such use.
Customer may not:
– Decompile, reverse-engineer, or modify the Software, unless explicitly permitted by law.
– Access, disclose, or attempt to access or disclose the source code of the Software in any way.
The source code of the Software and any of its components, as eventually amended from time to time, is strictly confidential and may not be made available, disclosed, or otherwise exposed to any third party directly or indirectly by the Customer or any of its affiliates under any circumstances.
– However, fully-paid, perpetual licenses may be transferred to an Affiliate or legal successor in the event of a merger, acquisition, or divestiture, provided that the Publisher is notified in writing and the transferee agrees in writing to the terms of this Agreement.
– Separate or use components of the Software individually.
- Payment Terms
All fees relating to the Software are due in accordance with the pricing and billing terms presented at the time of purchase. Although the Software is listed on the Microsoft Commercial Marketplace, the Marketplace serves listing purposes only. All contractual and payment obligations are established directly between the Customer and peerfect.systems. Payments shall be made directly to peerfect.systems as specified in the invoice, without offset or deduction, and are non-refundable unless otherwise agreed in writing.
- Intellectual Property
All rights not expressly granted are reserved by Publisher. The Software and related materials are protected by copyright and other intellectual property laws.
- Data Protection and Privacy
Publisher and Customer agree to comply with all applicable data protection laws. Customer consents to the processing of personal data by Publisher and its affiliates, agents, and subcontractors, as described in this Agreement. All transfers of personal data from the European Economic Area, Switzerland, or the United Kingdom will be governed by the EU Standard Contractual Clauses (SCCs), as applicable. Publisher will make these clauses available at: peerfect.systems/dsgvo/ or upon request.
To the extent Publisher is a processor or sub-processor of Customer personal data subject to the GDPR, the parties agree that:
– Customer is the controller and Publisher is the processor.
– Publisher will process personal data only on documented instructions from Customer.
– Publisher may use sub-processors as listed at the URL above and will notify Customer before changes.
– Publisher will implement appropriate technical and organizational measures to ensure data security.
– Publisher will assist Customer in fulfilling data subject requests when required by law.
In the course of providing support, Publisher may collect and process technical data, logs, or related information necessary to diagnose and resolve issues. This data shall be used exclusively for support purposes and handled in accordance with this Section.
- Confidentiality
Both parties agree to protect confidential information with reasonable care and use it solely for the purposes of this Agreement. Confidentiality obligations remain in effect for five (5) years beyond termination. These provisions apply unless a separate non-disclosure agreement (NDA) is in place.
- Support and Updates
Publisher may, at its discretion, provide updates or upgrades. Once an update is installed, previous versions may no longer be used. Unless otherwise agreed in a separate Service Level Agreement (SLA), Publisher is not obligated to provide support for outdated versions of the Software.
- Warranties and Disclaimers
The Software is provided „as is“. Publisher disclaims all warranties not expressly stated in this Agreement. Publisher does not warrant uninterrupted or error-free operation. Any warranties relating to merchantability or fitness for a particular purpose are excluded to the maximum extent permitted by law.
- Limitation of Liability
Each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the total amounts paid by the Customer for the Software during the twelve (12) months preceding the event giving rise to the claim.
In no event shall either party be liable for any indirect, incidental, or consequential damages, including loss of profits or business interruption, except where such damages are the direct result of a material breach of this Agreement or result from willful misconduct or gross negligence.
This limitation of liability shall not apply to amounts owed by the Customer under this Agreement or to claims resulting from a breach of the license restrictions in Section 4. For the avoidance of doubt: a breach of the licence restrictions in Section 4 is in any case considered to constitute a material breach of the provisions of this Agreement.
- Third-Party IP Claims
The Publisher shall defend and indemnify the Customer against any third-party claims alleging that the Software, when used in accordance with this Agreement, infringes intellectual property rights. This obligation shall not apply if the alleged infringement arises from
– unauthorized modifications of the Software,
– combination of the Software with other software or services not provided by the Publisher, or
– use of the Software contrary to this Agreement (especially but not limited to use of the Software in breach of the license restrictions in Section 4).
The Publisher shall control the defense and settlement of such claims and shall bear the associated costs to the extent reasonably proportionate. Any settlement between the Customer and third parties involved in the claims shall require the prior consent of the Publisher.
- Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement to the extent caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, cyberattacks, labor disputes, government actions, or failures of suppliers or hosting providers.
- Term and Termination
This Agreement is effective until terminated by either party. Either party may terminate the Agreement with immediate effect for material breach, subject to a 30-day cure period. Upon termination, Customer must delete or destroy all copies of the Software.
- Compliance and Audit Rights
Customer must maintain records of their license use. Publisher reserves the right to verify compliance through audit or self-assessment, with reasonable notice and frequency, as required by law or regulation. Audit-related information shall be treated as confidential.
- Applicable Law and Jurisdiction
This Agreement is subject to Liechtenstein substantive law, excluding its conflict-of-law rules and excluding all international conventions and treaties (particularly excluding the UN Convention on Contracts for the International Sale of Goods).
The exclusive jurisdiction for all disputes arising from or in connection with this Agreement shall be Vaduz (Liechtenstein), subject to mandatory legal provisions. However, peerfect.systems shall have the right to also bring disputes before the court competent for the Customer’s place of business.
- Entire Agreement
This Agreement constitutes the complete agreement between Customer and Publisher. Any changes or amendments must be made in writing and signed by authorized representatives.
- Feedback and Marketing References
Any feedback, suggestions, or ideas provided by the Customer regarding the Software or related services may be used by the Publisher for the improvement or further development of its products and services, unless otherwise agreed in writing. The Customer grants the Publisher a non-exclusive, royalty-free, perpetual right to use such feedback without restrictions.
Furthermore, peerfect.systems may refer to the Customer as a reference client in marketing materials, including but not limited to, the website and presentations, unless the Customer objects in writing at the time of contract execution or thereafter.
- Severability
If any provision of this Agreement is held to be invalid or unenforceable by a competent authority, the remaining provisions shall remain unaffected and in full force and effect. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the economic intent pursued by the parties with the original (invalid) provision(s).
- Contact
For licensing, data protection, or legal inquiries relating to this Agreement:
Email: info@peerfect.systems
Web: https://www.peerfect.systems/
