Featured field and capability
Linked Data
Model-Based Systems Engineering
Featured industry
Services
Featured case
Data Libraries
1.1. These Terms govern the use of Services provided by Semmtech to the customer and end users of the services and products (“the Client”). The Terms apply to the preparation and performance of all offers, quotations, activities, and agreements between the Client and Semmtech.
1.2. By accepting a quotation or providing Semmtech with a purchase order that is accepted by Semmtech, selecting a box indicating its acceptance, or logging in to Products, the Client engages Semmtech and agrees to these Terms.
1.3. If the Client wishes to obtain additional Services, Deliverables, or Products from Semmtech, the Client will submit a request for a quotation to Semmtech.
1.4. Capitalized words shall have the meaning given in these Terms. In case of a conflict or ambiguity between the documents that form part of any agreement between the Client and Semmtech, these Terms shall prevail.
Affiliates: a company that is partially or wholly owned by Semmtech.
Agreement: the contract between the Client and Semmtech, signed physically, digitally, or explicitly accepted through an online tool, to which these terms and conditions apply unless agreed otherwise.
Confidential Information: information explicitly marked as a subject of copyright of Parties or Content owned, created, or managed by the Client.
Content: data or information created and managed by Users of software that is not pre-conditional for or supportive of the correct functionality of software or applications configured with Third Party Material.
Client: the party that signed and/or accepted the Agreement.
Deliverable(s): Deliverables means any materials and information (including but not limited to software, interfaces, connections, links, websites, databases, documentation, Models/Blueprints, specifications, interfaces, plans, methodologies, reports, processes, designs, and equipment) developed or delivered by Semmtech including any changes, modifications, enhancements, further developments of such materials and information and any derivative works, applications or configurations created or applied on the basis thereof.
Hosting: providing (software) Products or data via the Internet or intranet under the responsibility of Semmtech.
License: the right to use a Product.
Material(s): Documented methods and techniques for information modeling.
Model(s) or Blueprint(s): structured information including accompanying documentation, not being programming code, developed and exploited by Semmtech, which is pre-conditional for or either supportive of the correct functionality of applications configured with Third-Party Material or software developed for the sole purpose of using a Model.
Party / Parties: the Client and Semmtech.
Product(s): proprietary Models and software applications (not being Laces software) or solutions either to be used stand-alone (applications) or as an addition to an application (add-on or plug-in). Licenses may vary from open source to multi-licenses and fully proprietary, as made available by Semmtech on a platform or otherwise.
Semmtech: Semmtech B.V.
Service(s): all services to be supplied by Semmtech under the Agreement, including the Schedules and Annexes.
Term(s): these general terms and conditions as described in this document.
Third-Party Material(s): content, data, information, applications, or other materials that are not the property of the Client and/or Semmtech.
Update: a renewal in a Product that improves its technical functionality or safety, such as security updates.
User: a natural person or a uniquely identifiable software system that legitimately has access to and uses a Product.
3.1 Semmtech shall do its best to perform the Services carefully and independently, promote the Client’s interests to the best of his ability, and achieve a result that is useful to the Client. To the extent necessary, Semmtech shall keep the Client advised of the progress of the work. All of Semmtech’s Services shall be performed on the basis of a best efforts obligation.
3.2 If Semmtech agrees to delivery terms for Products, these periods are approximations only unless the Agreement explicitly states otherwise. If the stipulated period is exceeded, the Client must give Semmtech notice of default in writing.
3.3 If it has been agreed that Services shall be provided in stages, Semmtech shall be entitled to postpone the start of the Services that are part of a stage until the Client has approved the results of the preceding stage in writing.
3.4 Semmtech shall only be obliged to follow the Client’s instructions if this has been expressly agreed to in writing. Semmtech shall not be required to follow instructions that change or supplement the substance or scope of the agreed Services. If such instructions are followed, however, the work in question shall be compensated according to Semmtech’s usual rates.
3.5 Client shall do any and all things that are reasonably necessary or required to enable Semmtech to deliver, in particular by supplying (or causing the supply of) complete, sound, and clear data or materials in a timely manner. If this is not provided for in a timely manner or in accordance with the Agreement made, or if the Client otherwise does not fulfill its obligations, Semmtech shall be entitled to suspend execution of the Agreement in whole or in part, and it shall be entitled to charge the ensuing expenses in accordance with its usual rates, all of this without prejudice to Semmtech’s right to exercise any other legal right
3.6 To the best of its knowledge, all delivery and other periods stated or agreed upon by Semmtech have been determined based on data known to Semmtech. Semmtech shall properly exert its best efforts to observe agreed delivery and other periods as much as possible. The mere fact that a stated or agreed delivery or other period has been exceeded shall not cause Semmtech to be in default. In all cases, even if the Parties have expressly agreed on a firm date in writing, Semmtech shall not be in default because of a time period being exceeded until the Client has provided a written notice of default. Semmtech shall not be bound by firm or non-firm delivery or other periods that can no longer be met on account of circumstances beyond its control that have occurred after the Agreement was concluded. Nor shall Semmtech be bound by firm or non-firm delivery periods if the Parties have agreed to modify the substance or scope of the Agreement (such as additional work or change in specifications).
3.7 Unless otherwise agreed, the performance of tests and the assessment of whether the Client’s instructions, data, and materials are correct or comply with statutory or quality standards do not fall within the scope of the work commissioned to Semmtech.
3.8 Any complaints to Semmtech must be filed in writing at the earliest possible time but not later than within 10 business days after completion of the Services or Deliverables, failing which the Client will be deemed to have accepted the Services or Deliverables in its entirety.
3.9 The Client warrants that there are no third-party rights that are inconsistent with providing Semmtech with equipment, software, materials intended for websites (visual material, text, music, domain names, logos, etc.), databases, or other materials, including draft material, intended for use, adaptation, installation or incorporation (for example, in a website).
3.10 The Client shall indemnify Semmtech against any action based on the claim that such provision, use, adaptation, installation, or incorporation infringes third-party rights.
4.1 Without prior written approval from Semmtech, the Client will not be entitled to any use of the results, Services, Deliverables, or Products that are broader or different from the agreed use. In the event of broader or different use on which no agreement was reached, including any amendment, mutilation, or infringement on the Services, Deliverables, or Products, Semmtech will be entitled to compensation due to infringement of its rights.
4.2 The Client will not (or no longer) be permitted to use the results made available, and any license granted to the Client in the context of the work commissioned will lapse:
a. from the moment that the Client fails to fulfill his payment or other obligations under the Agreement or to do so in full, or is otherwise in default unless the default is insignificant by reference to the overall scope of the work;
b. if the Services, Deliverables, or License are terminated (early) for any reason whatsoever unless the consequences are contrary to the principles of reasonableness and fairness.
5.1 Subject to the Terms and any Agreement, Semmtech grants the Client a non-exclusive, non-transferable, and non-perpetual right during the term of the Agreement to use software or data Product(s), as described in the quotation, without the right to grant sublicense(s).
5.2 Products, whether provided on disk, in read-only memory, on any other media, or in any other form, are licensed to the Client by Semmtech for use only under the Terms. Semmtech reserves all rights not expressly granted to the Client. The rights granted in these Terms are limited to Semmtech and its licensor’s intellectual property rights of the Product and do not include any other patents or intellectual property rights. The Terms will also govern Product upgrades provided by Semmtech that replace and/or supplement the original Product unless such upgrade is accompanied by separate or supplement license terms, in which case the terms of that license will govern or supplement the License.
5.3 The Client will not:
(i) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit or make Products available to any third party;
(ii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy Products, or any of their components;
(iv) access (or allow a third party to access) Products for any competitive purpose;
(v) use Products to conduct any fraudulent, malicious, or illegal activities.
5.4 If the Client’s use does not comply with the requirements in effect as described in the applicable license, the Client must obtain a license from Semmtech under these Terms or must refrain immediately from using Products. Any use of Products in violation of the License will automatically terminate any rights to use Products.
5.5 Third-Party Materials are licensed under the applicable license, as described or referred to as such in the Agreement.
5.6 The Client is responsible for carefully handling any login information handed to the Client and is accountable for all use of the login information. The Client is not allowed to transfer login information to third parties or let third parties or others use login information if the act conflicts with the interests of Semmtech.
5.7 Semmtech has the right to undertake technical measures to protect a Product against unpermitted use. Semmtech is entitled to check, if necessary, on location if the Terms are complied with.
5.8 The Client agrees that individual Users working under the Client’s License will personally agree to the End User License Agreement (EULA) upon logging in for the first time, if applicable, in order to commit the user to the terms and conditions agreed upon with the Client.
6.1 Any and all information including, but not limited to, all intellectual property rights concerning the Services is deemed confidential (“Confidential Information”). The client acknowledges that Semmtech owns all rights, title, and interest in and to the Confidential Information unless expressly stipulated otherwise in this Agreement.
6.2 Any and all information including, but not limited to, all intellectual property rights with respect to the Client’s data or materials is deemed Confidential Information.
6.3 Both parties must keep the Confidential Information confidential. The same duty of confidentiality in respect of such facts and circumstances must be imposed on any third parties engaged in the performance of the work commissioned.
7.1 Semmtech shall comply in all material respects with the obligations ensuing from the directive, and all other applicable obligations ensuing from the Dutch Data Protection Act. Semmtech will not collect, store, or process personal data in any way other than necessary for the required performance of the Agreement. Semmtech declares to apply measures to protect personal data, and if necessary, Semmtech will inform the Client and authorities of a security breach.
8.1 Intellectual property rights that are owned, acquired, or generated by the Client, prior to or beyond the scope of the Agreement, remain with the Client. All data and materials from the Client remain the property of the Client.
8.2 Unless otherwise agreed, all drawings, illustrations, prototypes, models, templates, drafts, sketches, films, and other materials or (electronic) data files made by Semmtech in the course of executing the services will remain Semmtech’s property, irrespective of whether they were made available to the Client or third parties.
8.3 Unless otherwise agreed, all intellectual property rights arising from the work commissioned – including patents, design rights, and copyrights – will vest in Semmtech. If any such rights can be acquired only by registration, Semmtech will have the sole and exclusive power to effect such registration.
8.4 The Client shall not be allowed to remove or modify any designation concerning the confidential nature, copyrights, trademarks, business names, or other intellectual property rights from the Services, Deliverables, or Products.
8.5 All intellectual property rights to Products provided or developed under the Agreement shall be held solely by Semmtech, its licensors, or suppliers. The Client shall only acquire the rights of use expressly granted in the Agreement and by law. Any other or more extensive right of the Client to reproduce Products shall be excluded. A right of use to which the Client is entitled is always non-exclusive and non-transferable to third parties.
9.1 If Semmtech’s work consists of performing work only once and no explicit end date is agreed upon in the Agreement, the Agreement will be concluded automatically after delivery of the agreed-upon results to the Client without a written notice required.
9.2 If Semmtech’s work consists of recurrently performing work (of a similar nature) and does not end when certain conditions or acts are fulfilled, the Agreement in question will be valid for an indefinite period of time unless otherwise agreed in writing. Such Agreement may be terminated only by written notice with due observance of a reasonable notice period of not less than three (3) months.
9.3 Upon the termination of an Agreement concerning licenses, the Client must cease all use of the Product and destroy all copies, full or partial, of the Product. Articles that are intended to survive the end of the license, for example, regarding ownership and confidentiality, shall survive any such termination.
9.4 If the Client gives notice of termination of the Agreement, it must pay Semmtech’s fee and the costs incurred in connection with the work or services performed until the date of termination. Parties are never liable for damages for the termination of the Agreement.
9.5 Both Semmtech and the Client will have the right to terminate the Agreement in whole or in part with immediate effect if the other party is declared bankrupt or is granted a suspension of payments (whether or not provisional). If the Client is declared bankrupt, Semmtech will have the right to terminate the right of use granted. In case of bankruptcy of Semmtech parties will agree and determine an exit plan in due course.
9.6 Client shall only be entitled to rescind the Agreement if Semmtech imputably fails to perform material obligations under the Agreement and in all cases after having received written notice of default, which is as detailed as possible and in which it has been given a reasonable time period to remedy the breach. In the event of termination by the Client on the grounds as described, the performance already completed and the related payment obligation will not be subject to cancellation, unless the Client provides evidence that Semmtech is in default of that performance. Amounts that Semmtech has invoiced before the dissolution for work performed or delivered properly under the Agreement will remain payable in full with due observance of the previous sentence and will fall due immediately upon termination.
10.1 Unless agreed otherwise in the quotation, payments must be made within thirty (30) days of the invoice date. If Semmtech has not received payment (or payment in full) at the end of that term, the Client will default and owe interest at the statutory rate. All costs incurred by Semmtech in connection with overdue payments, such as costs of litigation and judicial and extrajudicial costs, including the cost of legal assistance, bailiffs, and debt collection agencies, will be for the Client’s account.
10.2 Unless otherwise agreed, Semmtech will have the right to invoice the Client at monthly intervals for Services, Deliverables, or Products, and costs incurred in performing the work commissioned.
10.3 The Client will pay the amounts due to Semmtech without any reduction or set-off, save for settlement against adjustable advance payments relating to the Agreement that the Client may have made to Semmtech. The Client is not entitled to suspend payment of invoices for services or work that has already been performed.
10.4 The Client shall pay Semmtech the fees specified in the pricelist attached to the Quotation. Unless agreed otherwise in the quotation, Semmtech has the right to change the tariffs of the Services, Deliverables, or Products, once a year to compensate for inflation (according to CPI of Dutch CBS).
10.5 If the Client has a recurring purchase of Product Licenses, Semmtech may change tariffs occasionally. Semmtech will notify the Client at least one (1) month before the price change. If the Client does not agree to the price change, the Client must cancel and stop using the License before the price change takes effect. If there is a fixed term and price for your License offer, that price will remain in force for the fixed term.
10.6 If the Client makes regular payments, Semmtech shall be entitled to adjust the applicable prices and rates by providing written notice at least a month in advance once a year. If the Client does not wish to agree to such an adjustment, the Client shall, within thirty days after the notice, be entitled to terminate the Agreement before the date on which the adjustment would have become effective.
11.1 Semmtech’s aggregate total liability under the Terms for direct damages incurred by the Client as a result of Semmtech’s attributable damages regarding failure to perform its obligations under the Agreement or otherwise (e.g. unlawful act or tort), shall always be capped to the amount that is paid out in the specific case under the liability insurance and in case no liability insurance is paid out, the liability shall never exceed an amount of EUR 45,000.
11.2. Semmtech will be liable only for direct damage attributable to him. Direct damage will include only: a. reasonable costs to assess the cause and extent of the damage, to the extent that such assessment concerns damage within the meaning of these general conditions; b. any reasonable costs necessarily incurred to have Semmtech’s defective performance conform to the Agreement; and c. reasonable costs incurred to prevent or limit the damage, to the extent that the Client demonstrates that those costs led to a limitation of the direct damages.
11.3 Semmtech will not be liable (whether in contract, tort (including negligence), or otherwise) for any loss of turnover, loss of profit, loss of data, missed opportunities, or damage due to business interruption (indirect or consequential damage).
11.4 Semmtech will not be liable for:
11.5 Any and all liability will expire twelve months from the date of completion of the work commissioned, Services performed, or Product delivered.
11.6 The Client will indemnify, defend, and hold harmless Semmtech, its Affiliates, and their respective owners, directors, members, officers, and employees from and against any claim, action, demand, suit, or proceeding made or brought by a third party (each a “claim”): (1) alleging that Client’s Content infringes or violates the intellectual property rights or any other ownership or related rights of any person, and (ii) any grossly negligent acts or omissions of the Client. The Client will pay any settlement of and any damages finally awarded by a court of competent jurisdiction as a result of any such claim so long as Semmtech (a) gives the Client prompt written notice of the claim, (b) gives the Client sole control of the defense and settlement of the claim (provided that the Client may not settle any claim without Semmtech’s prior written consent which will not be unreasonably withheld), and (c) provides to the Client all reasonable assistance, at the Client’s request and expense.
12.1 The Client will not be permitted to transfer or assign to third parties any of the rights under the Agreement concluded with Semmtech, save in the event and as part of a transfer of the Client’s entire business.
12.2 The illegality, invalidity, or unenforceability of any clause or part of the Agreement will not affect the legality, validity, or enforceability of the remainder of the Agreement. If any such clause or part is found by any competent court or competent authority to be illegal, invalid, or unenforceable, the parties agree that they will substitute such provisions with another provision or, if need be, another form of cooperation, the effect whereof is as similar to the offending provisions as possible, without thereby rendering them illegal, invalid or unenforceable.
12.3 Except as expressly provided in the Agreement, no change, waiver, modification, or discharge of the Agreement shall be of any force or effect unless in writing and signed by the parties.
13.1 The Agreement between the Client and Semmtech and the connected rights and obligations shall be governed by and construed in accordance with the laws of the Netherlands. All disputes arising in connection with the Agreement and related Agreements shall be submitted to the exclusive jurisdiction of the competent court of Amsterdam, including its injunctive relief court.
Version: January 2025
