Software License Terms and Conditions

Introduction

This software license constitutes a legal agreement between you (Customer or you) and Equerra Limited (Equerra, we, us, or our), a company incorporated in New Zealand.

By installing, accessing, or using any Equerra software products available through Microsoft AppSource (Software), you accept and agree to be bound by these Terms and Conditions (Terms).

Scope: These Terms apply to all Equerra applications published in Microsoft AppSource for Microsoft Dynamics 365 Business Central. Current products are listed at Microsoft AppSource - Equerra Publisher Page.

1. License Grant

1.1 Grant

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable license to access and use the Software for your internal business purposes during your subscription period.

You may permit your employees and contractors to access the Software solely to support your internal business operations.

1.2 Restrictions

You may not:

• Sublicense, resell, rent, lease, or provide the Software to third parties
• Copy, modify, adapt, or create derivative works
• Reverse engineer, decompile, or disassemble the Software (except as permitted by law)
• Remove or alter proprietary notices
• Use the Software to develop competing products
• Access the Software to monitor its availability or performance for competitive purposes

1.3 Reservation of Rights

We (and our licensors) retain all rights not expressly granted. Your license grants no ownership rights.

2. Subscription and Fees

2.1 Subscription Fees

The subscription fee (Fee) for each Software product is displayed on Microsoft AppSource. Fees are:

• Billed monthly or annually in advance
• Charged through your Microsoft account or by invoice (where agreed)
• Due and payable before or on each renewal date
• Non-refundable except as required by consumer protection laws

2.2 Currency and Taxes

Taxes: Fees are exclusive of all taxes, duties, and government charges (including GST/VAT). You are responsible for all taxes except those based on our net income.

2.3 Fee Changes

We may change Fees upon 90 days' written notice. Changes apply at your next renewal. You may cancel before renewal if you don't accept the change.

2.4 Suspension

We may suspend access if:

• Payment is not received by the due date
• Your subscription expires without renewal
• You breach these Terms materially

Suspension doesn't relieve payment obligations for fees already incurred.

3. Acceptable Use

You must use the Software in accordance with our Acceptable Use Policy.

Full details: Acceptable Use Policy

4. Support and Maintenance

Support services are provided in accordance with our Support Policy.

Full details: Support Policy

5. Warranties

5.1 Performance Warranty

The Software will perform substantially in accordance with its published documentation. If not, your exclusive remedy is, at our option:

• Reasonable efforts to correct the non-conformance
• Provide an acceptable workaround
• If we can't remedy it, allow termination and pro-rata refund

5.2 Intellectual Property Warranty

The Software, when used as authorized, does not infringe third-party intellectual property rights under New Zealand law.

5.3 Warranty Disclaimer

Except for express warranties above, the Software is provided "as is" without warranty of any kind.

We disclaim all other warranties, including:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Uninterrupted or error-free operation

6. Limitation of Liability

6.1 Liability Cap

Our total liability for all claims is limited to the Fees you paid in the 12 months before the event giving rise to liability.

6.2 Excluded Damages

We are not liable for:

• Indirect, incidental, special, or consequential damages
• Loss of profits, revenue, data, or business opportunities
• Cost of procuring substitute services
• Business interruption

This applies even if we were advised of the possibility.

6.3 Consumer Protection Laws

New Zealand: Consumer Guarantees Act 1993 protections cannot be excluded for personal/domestic use. Our liability is limited as permitted under that Act.

Australia: Australian Consumer Law protections cannot be excluded. For non-excludable guarantees, our liability is limited to, at our option:

• Re-supplying the services, or
• Paying for re-supply

This doesn't apply where failure could cause significant personal injury or property damage.

6.4 Exceptions

Limitations don't apply to:

• Our IP indemnification obligations
• Gross negligence or willful misconduct
• Liabilities that cannot be limited by law

7. Intellectual Property and Data

7.1 Our IP

We retain all rights in the Software, including:

• All modifications and enhancements
• All intellectual property rights
• Proprietary methodologies and processes

7.2 Your Data

You retain all rights to your Customer Data.

"Customer Data" means business data, files, and content you provide to or create within the Software.

You grant us a limited license to process Customer Data solely to provide the Software. This license ends when data is deleted.

7.3 Aggregated Data

We may use aggregated, anonymized data about Software usage for:

• Operating and improving the Software
• Analytics and benchmarking
• Developing new features

Aggregated data cannot identify you or any individual.

7.4 Privacy

Personal data is processed according to our Privacy Policy.

GDPR-subject customers: See Data Processing Agreement for detailed processing terms.

8. Third-Party Dependencies

8.1 Microsoft Requirements

The Software requires:

• Valid Microsoft Dynamics 365 Business Central license
• Active Microsoft Azure tenant
• Compliance with Microsoft's terms

We're not responsible for Microsoft product availability, performance, or licensing.

8.2 Third-Party Services

The Software may integrate with third-party services. Their terms and privacy policies apply to such usage.

9. Term and Termination

9.1 Term

These Terms begin when you first access the Software and continue for your subscription duration.

9.2 Termination by Us

We may terminate immediately if you:

• Breach materially and don't remedy within 14 days of notice
• Become insolvent or bankrupt
• Are more than 30 days past due on payment
• Engage in fraudulent or illegal use

9.3 Termination by You

You may terminate at any time by:

• Canceling through Microsoft AppSource
• Ceasing use and deleting the Software
• Providing written notice to legal@equerra.com

No refund of prepaid fees except as required by law.

9.4 Termination for Convenience

We may terminate on 90 days' notice with pro-rata refund of prepaid fees.

9.5 Effect of Termination

Upon termination:

• Your access ends immediately
• Outstanding fees remain due
• You have 30 days to retrieve Customer Data
• After 30 days, data is permanently deleted

Survival: Liability limitations, IP provisions, confidentiality, governing law, and payment obligations survive.

10. Confidentiality

10.1 Confidential Information

"Confidential Information" means non-public information designated as confidential or that should reasonably be considered confidential, including:

• Customer Data
• Business and technical information
• These Terms and pricing
• Trade secrets and proprietary information

Exclusions: Information that is public, independently developed, rightfully received from others, or general feedback.

10.2 Obligations

Each party will:

• Protect Confidential Information with reasonable care
• Use it only for the business relationship
• Not disclose to third parties (except to representatives under confidentiality)
• Return or destroy upon termination

10.3 Required Disclosure

May disclose if required by law, with notice to the other party if legally permissible.

10.4 Duration

11. General Provisions

11.1 Entire Agreement

These Terms (including referenced policies) constitute the entire agreement and supersede all prior understandings.

11.2 Amendments

We may modify these Terms by posting updates or providing notice. Material changes effective 30 days after notice. Continued use constitutes acceptance.

11.3 Assignment

You may not assign without our consent. We may assign to affiliates or in connection with business transfers.

11.4 Governing Law

UN Convention on Contracts for the International Sale of Goods does not apply.

Nothing prevents reliance on mandatory consumer protection laws in your jurisdiction.

11.5 Dispute Resolution

Before litigation:

1. Good faith negotiation (representatives attempt resolution)
2. Escalation to executives if not resolved within 10 days
3. Mediation before commencing formal proceedings

Exception: Either party may seek urgent injunctive relief without prior mediation.

11.6 Force Majeure

Neither party liable for failure due to circumstances beyond reasonable control (natural disasters, war, government action, infrastructure failures, etc.) for up to 30 days.

11.7 Notices

To You: Email associated with your Microsoft account

11.8 Severability

Invalid provisions will be modified to be valid or severed. Remaining provisions remain in effect.

11.9 Waiver

No waiver unless in writing. Waiver of one breach doesn't waive others.

11.10 Independent Contractors

No partnership, joint venture, or agency relationship created.

12. Definitions

Related Legal Documents

• Privacy Policy - How we collect, use, and protect your personal information
• Data Processing Agreement - For GDPR-subject customers
• Security Measures - Technical and organizational safeguards
• Acceptable Use Policy - Detailed usage rules
• Support Policy - Service levels and response times
• Sub-Processor List - Third parties processing data
• Cookie Policy - How we use cookies

Contact Information

Website: www.equerra.com

Strategic Solutions for Modern Business

© 2026 Equerra Limited. All rights reserved.