Terms of Service

The following terms have the specific meanings assigned to them in these Terms of Service:

• "Software" means the Primentra master data management application, including all components, modules, and compiled code.
• "Documentation" means all written materials, guides, and help content provided with the Software.
• "License" means the right to use the Software as granted under these terms.
• "Licensee" means the individual or legal entity that has agreed to these terms.
• "Licensor" means Primentra, the developer and owner of the Software.
• "Updates" means patches, bug fixes, minor releases, and new versions of the Software.
• "Customer Data" means any data, records, and information processed by the Software on the Licensee's own infrastructure.
• "Subscription" means the annual license purchased by the Licensee as described on the pricing page.

2.1 These Terms of Service apply to all use of the Primentra Software and website, including evaluation and paid use.

2.2 Any general terms and conditions of the Licensee are expressly rejected and do not apply, even if the Licensee refers to them in an order or other communication, unless Licensor has explicitly accepted them in writing.

2.3 Acceptance of these terms occurs upon: (a) installation or first use of the Software; (b) use of this website; or (c) execution of a written license agreement that incorporates these terms by reference.

2.4 These terms apply only to business-to-business (B2B) transactions. Primentra is not intended for use by consumers.

2.5 Licensor offers a 60-day evaluation period at no charge. During the evaluation period, Licensee has access to full Software functionality with no feature restrictions. After 60 days, continued use requires an active Subscription. No credit card is required to begin an evaluation.

3.1 Subject to payment of the applicable Subscription fee and compliance with these terms, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license to install and use the Software on Licensee's own infrastructure during the Subscription period.

3.2 The License is perpetual during the active Subscription period and automatically suspends if the Subscription lapses.

3.3 The License covers use within the Licensee's own organization only. Use by third parties, clients, or affiliates requires a separate written agreement.

3.4 The License is granted per production server, not as a company-wide license. A single Subscription entitles Licensee to use the Software on one (1) production server or environment, plus any number of non-production environments (including development, test, and acceptance/UAT) within the same organization. Each additional production server or environment requires a separate Subscription unless otherwise agreed in writing.

3.5 Once the Subscription fee is paid, Licensor issues Licensee a license key used to activate the Software; the Subscription term runs from that issue date, as set out in Section 11.1. The key may be activated on multiple servers within the limits defined in Section 3.4. The license restriction is contractual in nature — the key is not technically bound to a specific hostname or IP address. Licensee agrees not to use, share, or distribute the key beyond the scope permitted under these terms.

Licensee shall not, directly or indirectly:

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Software;
• Redistribute, resell, sublicense, or transfer the Software or the License to any third party;
• Remove, alter, or obscure any copyright, trademark, or proprietary notices in or on the Software;
• Use the Software to develop a competing product or service;
• Use the Software on behalf of third parties (e.g., as a managed service provider) without prior written consent;
• Use the Software in any way that violates applicable law or regulation.

5.1 The Software is provided as a downloadable installer or deployment package. Delivery is deemed complete when the download link is made available to Licensee.

5.2 Licensee is solely responsible for providing the hardware, operating system, database server, and network infrastructure required to install and run the Software, as described in the Documentation.

5.3 Installation services are not included in the Subscription and must be agreed separately. Licensor has no obligation to assist with installation unless a separate services agreement is in place.

6.1 Licensor will make Updates available to Licensee during the active Subscription period. Licensee is responsible for applying Updates.

6.2 Support is provided via email only. Licensor does not guarantee response times unless a separate support agreement specifying SLAs has been agreed in writing.

6.3 Licensor reserves the right to add, remove, or modify features of the Software in Updates at its sole discretion. Licensor will endeavor to document significant changes in release notes, but is not obligated to provide advance notice.

6.4 Licensee acknowledges that all software may contain bugs, errors, or defects, and that it is not technically possible to guarantee software that is entirely free of defects. The presence of bugs is inherent to software and, in itself, does not constitute a breach of these terms. Licensee may report bugs to Licensor by email. For confirmed and reproducible bugs, Licensor will use commercially reasonable efforts to provide a fix or workaround in a future Update as soon as reasonably practicable, prioritized according to the severity and impact of the bug, at no additional charge. Licensor does not warrant that any particular bug will be resolved, or resolved within a specific timeframe (see Sections 6.2 and 9.3).

6.5 To the fullest extent permitted by Dutch law, the existence of a bug, error, or defect in the Software, or the time required to resolve it, does not entitle Licensee to suspend, withhold, or set off any payment, nor, except as expressly provided in the limited warranty in Section 9.4, to any refund, credit, or reduction of Subscription fees (see Section 10.4), nor to terminate the Subscription on that basis. Licensee's sole and exclusive remedy in respect of bugs is the resolution effort described in Section 6.4. This does not limit Licensee's right to terminate for an uncured material breach under Section 11.2, nor any liability that cannot be excluded under mandatory law (see Section 8.3).

6.6 Supported versions. Licensor provides Updates, including bug fixes and security updates, for the current major version of the Software and, for a period of six (6) months following the release of a new major version, for the immediately preceding major version. To remain eligible for the resolution effort described in Section 6.4, Licensee must keep its installation reasonably current. Licensor has no obligation to provide fixes for versions outside this support window.

7.1 All intellectual property rights in and to the Software, Documentation, and website — including but not limited to patents, copyrights, trademarks, and trade secrets — are and remain the exclusive property of Primentra.

7.2 All Customer Data processed by the Software remains the exclusive property of Licensee. Licensor claims no rights over Customer Data.

7.3 No license to the Primentra name, logo, or other trademarks is granted by these terms.

7.4 Third-party and open-source components. The Software includes third-party and open-source components that are licensed to Licensee under their own respective license terms. A list of such components and their licenses is provided with the Software (for example, in a THIRD-PARTY-NOTICES file) and/or in the Documentation. Where those license terms grant Licensee rights or impose conditions that conflict with these terms, the third-party terms govern solely with respect to the corresponding components. Licensor gives no warranty or indemnity in respect of third-party or open-source components except as expressly stated in their respective licenses.

8. Limitation of Liability

9.1 Except for the express limited warranty in Section 9.4, the Software is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied.

9.2 Licensor expressly disclaims all implied warranties, including but not limited to: implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.3 Licensor does not warrant that the Software will be uninterrupted, error-free, or free of defects, or that any defects will be corrected within any specific timeframe.

9.4 Limited warranty. Notwithstanding Section 9.1, Licensor warrants that, during the Subscription term, the Software will perform materially in accordance with the Documentation when properly installed and operated in a supported environment as described in the Documentation. Licensee's sole and exclusive remedy, and Licensor's entire obligation, for breach of this warranty is the resolution effort described in Section 6.4 and, if Licensor is unable to restore material conformity within a reasonable time, termination of the Subscription and a pro-rata refund of the Subscription fees for the unused portion of the then-current term. This warranty does not apply to issues arising from Licensee's infrastructure, modifications, unsupported environments, or third-party components, or to evaluation, free, or beta versions of the Software, which are provided "AS IS".

9.5 Licensee assumes all responsibility for determining whether the Software is fit for purpose and for using the Software in a production environment.

10.1 The Subscription fee is as published on the Primentra pricing page at the time of purchase.

10.1a Licensor may adjust the Subscription fee for existing subscribers no more than once per calendar year, with effect from the start of the next renewal term. Any such adjustment shall not exceed the increase in the consumer price index (consumentenprijsindex, alle huishoudens) published by Statistics Netherlands (CBS) over the preceding calendar year. This cap applies to the Subscription fee in its entirety; no part of it is excluded, and functionality added to the Software during the Subscription does not of itself give rise to any additional or uncapped charge. Licensor shall notify existing subscribers of any adjustment at least sixty (60) days before the renewal date. Any increase exceeding that cap requires Licensee's prior written agreement; if agreement is not given, Licensee may decline to renew at the end of the then-current term without penalty.

10.2 Invoices are issued in advance and are due within thirty (30) days of the invoice date. Payment is made by bank transfer to the account stated on the invoice; Licensor does not accept credit card payment and there is no automatically recurring card charge. Where Licensee's procurement process requires a purchase order reference, Licensee shall provide it before the invoice is issued. Late payments may incur statutory commercial interest under Dutch law.

10.3 All fees are exclusive of VAT (BTW) and other applicable taxes, which are Licensee's responsibility.

10.3a Invoices include VAT at the applicable rate unless Licensee has supplied, before the invoice is issued, a VAT identification number that Licensor is able to verify as valid. Licensor requests this number as part of the ordering process; supplying it in time is Licensee's responsibility.

10.3b Licensee established in the Netherlands is charged Dutch VAT at the applicable rate, whether or not a VAT identification number is supplied.

10.3c Licensee established in another European Union Member State that supplies a valid VAT identification number, verifiable at the time of invoicing, is invoiced without VAT under the reverse-charge mechanism, with VAT accounted for by Licensee in its own Member State. Without such a number, Dutch VAT is charged.

10.3d Licensee established outside the European Union is invoiced without Dutch VAT. Any import, sales, or withholding taxes arising in Licensee's own jurisdiction are Licensee's responsibility.

10.3e A request to correct an invoice for tax reasons, in particular on the basis of a VAT identification number supplied after the invoice was issued, must reach Licensor no later than the seventh day of the month following the month in which that invoice was issued; thereafter Licensee must recover the VAT through its own tax authority. Licensee shall notify Licensor promptly if its VAT identification number changes or ceases to be valid, and Licensor may re-invoice any VAT that becomes due because a number supplied by Licensee proves invalid.

10.4 No refunds are granted after the Software has been delivered. A Software license is a digital product delivered upon download and is not eligible for withdrawal under the Dutch Consumer Protection Act (which does not apply to B2B transactions in any case). For the avoidance of doubt, bugs, errors, or defects in the Software do not give rise to any right to a refund, credit, or reduction of Subscription fees; the sole remedy in respect of such matters is set out in Sections 6.4 and 6.5.

11.1 The Subscription commences on the date Licensor issues the licence key to Licensee, and not on the date of order or of payment; where these fall on different dates, no part of the initial term is consumed by the interval between them. These terms themselves apply from acceptance under Section 2.3. The Subscription continues for the initial term stated on the order, being either one (1) or two (2) years, and thereafter renew automatically for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days before the renewal date. Where a two-year initial term is taken, the Subscription fee is fixed for the whole of that term and the adjustment permitted by Section 10.1a may first take effect at the end of it.

11.2 Either party may terminate these terms immediately on written notice if the other party commits a material breach that is not cured within thirty (30) days of written notice specifying the breach.

11.3 Upon termination or expiry for any reason: (a) the right to use the Software to create, edit, import or otherwise change data ceases immediately, and the Software enters a read-only state; (b) Licensee may keep the Software installed and use it in that read-only state, for as long as Licensee wishes, for the sole purpose of reading Customer Data it already holds — no further licence fee is payable for this; (c) Customer Data on Licensee's own infrastructure is unaffected and remains Licensee's property and responsibility; (d) Licensee may not circumvent, disable or otherwise defeat the read-only state, and the restrictions in Section 4 continue to apply to the installed Software.

11.4 Provisions that by their nature should survive termination shall survive, including but not limited to: Sections 7, 8, 9, 12, 15, 17, and 18.

12.1 Each party may receive confidential information of the other party ("Confidential Information"). Each party agrees to: (a) hold Confidential Information in confidence using at least the same care it uses for its own confidential information (not less than reasonable care); (b) not disclose Confidential Information to third parties without prior written consent; (c) use Confidential Information only for purposes of performing obligations under these terms.

12.2 These obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without confidentiality obligation; or (d) must be disclosed by law or court order (provided the disclosing party gives prompt notice where possible).

12.3 Confidentiality obligations continue for three (3) years after termination of these terms.

13.1 Primentra is self-hosted software. Licensor does not have access to, does not process, and is not a data processor of any Customer Data. Licensee is the sole data controller for all Customer Data processed by the Software on their infrastructure.

13.2 In connection with the website and Subscription management, Licensor may collect limited personal data such as email addresses for communication and invoicing purposes. This is described in the Privacy Policy.

13.3 Each party is responsible for its own compliance with applicable data protection law, including the General Data Protection Regulation (GDPR) and the Dutch Implementation Act (UAVG), with respect to personal data it controls.

14.1 Licensee is responsible for ensuring that its use of the Software complies with all applicable local, national, and international laws and regulations, including export control laws.

14.2 Licensee shall not export or re-export the Software to any country, entity, or individual subject to sanctions or export restrictions under Dutch, EU, or UN regulations without obtaining all required authorizations.

15.1 These terms and any dispute arising from or in connection with them shall be governed by and construed in accordance with the laws of the Netherlands, excluding its conflict of law provisions.

15.2 The exclusive jurisdiction for any disputes is the competent court in Rotterdam, the Netherlands. Both parties submit to the exclusive jurisdiction of those courts.

15.3 Before initiating any legal proceedings, both parties shall attempt to resolve the dispute in good faith through negotiation for a period of at least thirty (30) days following written notice from either party.

16.1 Entire agreement. These terms, together with the pricing page and any written agreement between the parties, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior negotiations, representations, or agreements.

16.2 Severability. If any provision of these terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

16.3 No waiver. Failure or delay by either party to exercise any right or remedy under these terms shall not constitute a waiver of that right or remedy.

16.4 Assignment. Licensor may assign these terms or any rights hereunder without consent in connection with a merger, acquisition, or sale of assets. Licensee may not assign or transfer these terms or any rights hereunder without Licensor's prior written consent. Any attempted unauthorized assignment is void.

16.5 Force majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, war, labor disputes, internet outages, or government action, provided the affected party notifies the other party promptly and takes reasonable steps to mitigate the impact.

16.6 Amendments. Licensor may update these terms by posting a revised version on this website. For existing Subscribers, changes take effect at the next renewal date, provided Licensor gives at least thirty (30) days' notice of material changes.

16.7 Publicity. Licensor may identify Licensee as a customer and use Licensee's name and logo in customer lists and marketing materials, consistent with any trademark guidelines Licensee provides. Licensor will cease such use promptly upon Licensee's written request.

16.8 Feedback. If Licensee provides Licensor with suggestions, feedback, or feature requests regarding the Software, Licensor may use them for any purpose without restriction or obligation, and Licensee grants Licensor a perpetual, irrevocable, worldwide, royalty-free license to incorporate them into the Software and its products.

17.1 By Licensor. Licensor will defend Licensee against any third-party claim alleging that the Software, as provided by Licensor and used within the scope of these terms, infringes that third party's copyright or misappropriates its trade secret, and will indemnify Licensee for damages finally awarded or agreed in settlement, provided Licensee (a) promptly notifies Licensor in writing; (b) gives Licensor sole control of the defense and settlement; and (c) provides reasonable cooperation at Licensor's expense.

17.2 Remedies. If the Software is, or in Licensor's opinion is likely to become, the subject of such a claim, Licensor may, at its option and expense: (a) procure for Licensee the right to continue using the Software; (b) modify or replace the Software so that it becomes non-infringing while materially preserving its functionality; or (c) if (a) and (b) are not commercially reasonable, terminate the License and refund the Subscription fees paid for the unused portion of the then-current term. This Section states Licensee's sole and exclusive remedy for any intellectual-property infringement by the Software.

17.3 Exclusions. Licensor has no obligation under this Section for any claim arising from: (a) modification of the Software by anyone other than Licensor; (b) combination of the Software with products, data, or services not provided by Licensor, where the claim would not have arisen but for the combination; (c) use of the Software other than in accordance with these terms or the Documentation; (d) Customer Data; or (e) use of any version other than the most recent version made available to Licensee, where use of that version would have avoided the claim.

17.4 By Licensee. Licensee will defend and indemnify Licensor against any third-party claim arising from Customer Data, Licensee's use of the Software in violation of these terms or applicable law, or any of the matters excluded in Section 17.3.

17.5 Cap. Licensor's total cumulative liability under this Section is subject to the limitation in Section 8.2.

18.1 Licensee will keep accurate records of the number of production servers or environments on which the Software is installed, sufficient to verify compliance with Section 3.4.

18.2 No more than once in any twelve (12) month period and on at least thirty (30) days' prior written notice, Licensor may request that Licensee certify in writing its compliance with the licensed scope, or, where Licensor has a reasonable basis to suspect material under-licensing, audit such compliance through an independent auditor bound by confidentiality, conducted during normal business hours and so as not to unreasonably interfere with Licensee's operations.

18.3 If verification reveals use exceeding the licensed scope, Licensee will, within thirty (30) days, acquire sufficient additional Subscriptions to cover the excess use, including for the period of unlicensed use. If under-licensing of five percent (5%) or more is found, Licensee will also reimburse Licensor's reasonable costs of the verification.

18.4 Use of the Software after the Subscription has lapsed or terminated constitutes unlicensed use and infringement of Licensor's intellectual property rights.

19.1 Scope. This Section governs the relationship between Licensor and a company accepted into the Primentra partner programme ("Partner"). It does not form part of the License granted to a Licensee, does not vary any Licensee's rights, and creates no obligation of any Licensee towards a Partner. A Partner that is also a Licensee holds both relationships separately.

19.2 Admission. Participation begins only when Licensor confirms admission in writing. Licensor may decline an application without stating a reason, and may decline to admit a Partner in a territory or segment it already serves directly.

19.3 Tiers. Two tiers apply. A Referral Partner introduces a prospective Licensee and takes no further part; Licensor sells, implements and supports. An Implementation Partner sells, delivers the implementation, and provides first-line support to the Licensees it has introduced. The applicable tier is determined by what the Partner actually performs, not by the tier indicated at registration, and may change during the relationship in either direction.

19.4 Commission rates. A Referral Partner is entitled to ten percent (10%) of the first-year Subscription fee for the introduced Licensee, payable once. An Implementation Partner is entitled to twenty percent (20%) of the Subscription fee, payable for each year the Licensee renews, for so long as the conditions in Section 19.8 continue to be met. Commission is calculated on the net Subscription fee actually received by Licensor, excluding VAT, delivery, travel, and any services invoiced separately.

19.5 Deal registration. A Partner registers a prospective Licensee by naming the company and its country in writing to Licensor before approaching that company. The date Licensor receives the registration determines priority between competing Partners. Licensor confirms or declines the registration in writing; only a confirmed registration establishes a claim to commission. A confirmed registration is valid for ninety (90) days and may be extended on request where the opportunity remains active.

19.6 Prior contact. No commission arises for a company that, at the time of registration, is already a Licensee, is already in contact with Licensor about a Subscription, or has been registered by another Partner whose registration remains valid. Where a company approaches Licensor directly and identifies a Partner that never registered it, Licensor may at its discretion pay the Referral rate.

19.7 Invoicing and payment. Licensor invoices the Licensee directly for all Subscription fees. The Partner does not invoice the Licensee, holds no claim against the Licensee, and carries no credit risk. Commission becomes payable only after Licensor has received payment in full from the Licensee, and is settled by self-billed credit invoice issued by Licensor. Self-billing applies only where the Partner has agreed to it in advance in writing, as required for VAT purposes. Each party is responsible for its own tax position, and the Partner shall notify Licensor promptly if its VAT identification number changes or ceases to be valid.

19.8 Continuation of recurring commission. Recurring commission under Section 19.4 continues only while the Licensee renews its Subscription and the Partner continues to provide first-line support for that Licensee. Where the Partner ceases to support the account, or the Licensee asks Licensor to take over support, recurring commission ends at the end of the then-current Subscription year. Recurring commission compensates continuing support, not the original introduction.

19.9 Clawback. Where a Licensee cancels, or is refunded any part of a Subscription fee, within twelve (12) months of the invoice on which commission was paid, commission is repayable in proportion to the unused part of the term. Licensor may set off the repayable amount against the Partner's next credit invoice.

19.10 Existing Licensees. A Partner that is itself a Licensee and introduces another company is credited the Referral rate against its own next renewal invoice rather than paid out, unless Licensor agrees otherwise in writing.

19.11 Programme benefits. A Partner receives a licence key for its own non-production and demonstration use, priority handling of its support requests, and, at Licensor's discretion, a listing on Licensor's website. These benefits are granted for the duration of participation, are not transferable, and confer no right to sublicense the Software. The licence key granted under this Section is subject to Sections 3, 4 and 7 and may not be used to operate the Software for a third party.

19.12 Conduct. A Partner shall not make any representation about the Software, its roadmap, its performance, or its price beyond what Licensor publishes or confirms in writing, and shall not present itself as an agent of Licensor or accept obligations on Licensor's behalf. Nothing in this Section creates a partnership, agency, employment, or joint venture between the parties.

19.13 Duration and termination. Either party may end participation on thirty (30) days' written notice. Commission already accrued on Subscription fees received before termination remains payable, subject to Section 19.9. Recurring commission ends on termination. Licensor may end participation immediately where a Partner breaches Section 19.12, misrepresents a registration, or acts in a way that damages the reputation of the Software or of Licensor.

19.14 Changes. Licensor may amend the programme, including its rates, on thirty (30) days' written notice. Amended rates apply to registrations confirmed after the notice period expires; commission on registrations confirmed before then is unaffected for the first Subscription year.