General terms of delivery and license

Document Control

Property	Value
Document	General Terms of Delivery and License
Organization	Rubysoft B.V.
Version	2.0
Status	Final
Language	English (US)
Scope	Worldwide
Effective date	Date of publication
Replaces	General Terms and Conditions Rubysoft B.V. – November 2024

Design and Business Philosophy

Rubysoft develops software for the professional timber and joinery industry. The Software supports businesses in designing, modeling, producing, and managing wooden frames, windows, doors, and related products. Rubysoft aims to provide reliable software suitable for long-term use in production environments where continuity is essential.

Continuity

Software should support a Customer’s day-to-day operations and should not unnecessarily disrupt them. Rubysoft therefore designs its products so that dependence on permanent internet connections or online services is limited where possible. Temporary disruptions of external systems should, to the extent technically reasonable, not immediately cause the User’s work to come to a standstill.

Open Standards

Where possible, Rubysoft supports open standards for data exchange and interoperability. This gives Customers as much freedom as possible when exchanging data with clients, suppliers, third-party software, and future systems.

Privacy by Design

Rubysoft processes only personal data and technical data that are necessary for the delivery, security, and support of its products and services. The principles of data minimization, appropriate security, and privacy protection are incorporated into software development from the design stage. Rubysoft does not collect data solely for marketing purposes and limits telemetry to what is necessary for license management, version management, security, and, where enabled, error diagnostics.

Transparency

Rubysoft aims to communicate clearly about licenses, prices, support, updates, data processing, and the operation of its software. Its documentation, contracts, and terms are intended to be understandable to Customers without requiring specialist legal knowledge.

These principles guide the way Rubysoft develops its products and provides its services. They are an important basis for performing Agreements, but do not create any independent warranty or obligation to achieve a specific result.

Chapter 1 – General Provisions

Article 1 – Definitions

Additional Service – Any service offered by Rubysoft other than the granting of a License, including support, maintenance, consulting, implementation, training, API services, online services, and future additional services.

Account – A personal digital environment through which a User gains access to designated parts of Rubysoft’s Online Services.

Beta Version – A preliminary version of the Software made available by Rubysoft for testing or evaluation purposes that has not yet been released as a final production version.

Documentation – All manuals, technical descriptions, release notes, online documentation, knowledge base articles, and other information made available by Rubysoft in relation to the Software or Services.

User – A natural person authorized to use the Software on behalf of the Licensee.

Customer – Any natural person or legal entity that enters into or wishes to enter into an Agreement with Rubysoft.

License – The limited, non-exclusive, and non-transferable right granted by Rubysoft to use the Software in accordance with these Terms and the Agreement.

Licensee – The Customer to whom Rubysoft has granted a License.

License Server – The facility managed by Rubysoft through which the validity of Licenses can be verified and through which software updates or license information may be made available.

Online Services – Services offered by Rubysoft via the internet, including the Webshop, customer portal, Support Environment, license management, and future online functionality.

Agreement – Any agreement between Rubysoft and the Customer to which these Terms apply.

Personal Data – Data as referred to in the General Data Protection Regulation (GDPR).

Plugin – The software extension developed by Rubysoft that is installed within SketchUp or other software supported by Rubysoft.

Software – All software, Plugins, extensions, Updates, new versions, patches, Beta Versions, and related Documentation developed by Rubysoft that form part of the Agreement.

Support Environment – The environment made available by Rubysoft in which Customers can request support and, where necessary, upload project files or other information for support purposes.

Update – Any modification, improvement, security update, bug fix, compatibility update, or new version of the Software made available by Rubysoft.

Webshop – Rubysoft’s online sales environment in which Software, Licenses, or Services can be ordered.

Article 2 – Applicability

1. These General Terms of Delivery and License apply to all quotations, offers, agreements, deliveries, Licenses, Online Services, and other services provided by Rubysoft B.V.

2. Any deviation from these Terms is valid only if expressly confirmed by Rubysoft in writing.

3. Any general terms and conditions of the Customer, under whatever name, do not apply unless Rubysoft has expressly accepted them in writing.

4. If any provision of these Terms is wholly or partly void or is annulled, the remaining provisions remain in full force. The parties will replace the relevant provision with a provision that reflects its original purpose as closely as possible.

5. If these Terms are translated into a language other than Dutch, the language version designated as controlling in the relevant Agreement will prevail in the event of differences in interpretation.

Chapter 2 – Formation of the Agreement

Article 3 – Offers and Quotations

6. All offers, price quotations, proposals, product information, and other communications from Rubysoft are non-binding unless Rubysoft expressly states otherwise in writing.

7. Obvious typographical, calculation, programming, or publication errors do not bind Rubysoft.

8. Product images, screenshots, demonstrations, videos, Documentation, and examples are for illustrative purposes only and may differ from the Software actually supplied.

9. The Customer is responsible for the accuracy and completeness of the information provided to Rubysoft. Rubysoft may base its offer on that information.

10. Rubysoft is not required to accept an order or request.

Article 4 – Formation of the Agreement

11. An Agreement is formed when Rubysoft confirms an order or engagement in writing or electronically, an order through the Webshop is successfully completed, Rubysoft makes the Software, License, or Services available, or the parties sign a written agreement.

12. Before entering into an Agreement, Rubysoft may perform reasonable checks to establish the Customer’s identity or the legitimacy of an order.

13. Rubysoft may refuse or terminate an Agreement if incorrect information has been provided, fraud or misuse is involved, payment cannot reasonably be expected, delivery would violate applicable law or regulations, or delivery would create an unacceptable risk for Rubysoft or its Customers. Where reasonably possible, Rubysoft will state the reasons for such a decision.

Article 5 – Ordering through the Webshop

14. The Webshop is accessible worldwide unless Rubysoft applies restrictions to certain countries, territories, or jurisdictions.

15. The Customer is responsible for correctly completing all order, billing, and contact information.

16. After payment has been received, the Customer will, unless otherwise agreed, receive an order confirmation, an invoice, information on activating the License, and access to the download environment or installation instructions.

17. Rubysoft may use third-party payment service providers to process payments. The terms of the relevant payment service provider may also apply to payment processing.

18. If a payment is reversed, charged back, reclaimed, or otherwise proves invalid, Rubysoft may temporarily block the License until the payment obligation has been fully satisfied.

19. Any such blocking will not go beyond what is reasonably necessary to protect Rubysoft’s interests.

Article 6 – B2B and B2C

20. These Terms apply to both business Customers and consumers.

21. If mandatory consumer law differs from a provision of these Terms, that law prevails over the relevant provision.

22. Provisions that apply exclusively to business Customers are expressly identified as such in these Terms.

23. Where these Terms refer to a Licensee, this means, depending on the context, both a business Licensee and a consumer Licensee.

Article 7 – Digital Delivery

24. The Software is supplied exclusively by digital means unless otherwise agreed in writing.

25. Delivery takes place when Rubysoft makes the Software available for download, provides an activation code, activates a License, or grants access to the agreed Online Services.

26. From the time of digital delivery, the Customer is responsible for storage, installation, and use, except where mandatory consumer law provides otherwise.

27. The Customer is responsible for securely retaining activation codes, download links, and account credentials.

Article 8 – Consumer Right of Withdrawal

28. This Article applies only to natural persons acting for purposes outside their trade, business, craft, or profession.

29. To the extent the law grants a right of withdrawal when purchasing digital content, the consumer may exercise that right in accordance with the applicable statutory provisions.

30. If the consumer has expressly consented in advance to immediate supply of the Software before expiry of the statutory withdrawal period, has acknowledged that this causes the right of withdrawal to be lost, and Rubysoft has provided the legally required confirmation, the right of withdrawal ends once supply has begun, to the extent permitted by law.

31. Before the order is completed, Rubysoft will clearly inform the consumer if the right of withdrawal will be lost under the conditions described above.

Article 8A – Statutory Consumer Rights

32. Consumers are entitled, in addition to these Terms, to the mandatory rules governing conformity of digital content and digital services. These rights are not limited by these Terms.

33. For the period required by law, Rubysoft will provide consumers with the Updates, including necessary security updates, required for the Software to remain in conformity with the Agreement.

34. If the Software does not conform to the Agreement, the consumer is entitled to the statutory remedies, including bringing the Software into conformity free of charge or another remedy prescribed by law and, where applicable, a price reduction or termination of the Agreement.

35. The consumer remains responsible for installing an Update correctly offered by Rubysoft within a reasonable period if Rubysoft has informed the consumer of its availability and of the consequences of failing to install it, to the extent permitted by law.

Article 9 – International Delivery

36. Rubysoft may offer Software and Services worldwide unless delivery in a particular country or jurisdiction is prohibited by law or excluded by Rubysoft.

37. The Customer warrants that the Software will be used only in accordance with the laws applicable to the Customer.

38. The Customer will not export, re-export, transfer, or otherwise make the Software available in violation of applicable export control laws, sanctions laws, or trade restrictions of the European Union, the Netherlands, or other competent authorities.

39. Rubysoft may refuse an order, block a License, or terminate an Agreement if it is reasonable to assume that delivery or use would violate such laws or regulations.

Article 10 – Electronic Communications

40. The parties may use electronic communications in connection with the Agreement.

41. Electronic messages are deemed received when they reach the electronic address provided by the recipient, unless the sender reasonably should know that this is not the case.

42. Rubysoft may provide important notices electronically, including amendments to terms, security notices, maintenance notices, and license information.

Chapter 3 – Licenses

Article 11 – Grant of License

43. Rubysoft grants the Licensee a limited, non-exclusive, non-transferable, and non-sublicensable License to use the Software in accordance with the Agreement and these Terms.

44. The License grants a right of use only. All intellectual property rights in the Software remain at all times with Rubysoft or its licensors.

45. The scope of the License is determined by the Agreement and may depend on, among other things, the number of users, number of workstations, type of License, term, additional modules, and Additional Services.

46. Unless otherwise agreed in writing, the License is intended solely for internal use within the Licensee’s own organization.

47. Use by parent companies, subsidiaries, sister companies, joint ventures, or other affiliated entities is covered by the License only if expressly included in the Agreement.

Article 12 – Scope of the License

48. The License grants only the right to use the Software in accordance with the Agreement, these Terms, and the related Documentation.

49. The License includes only the functionality included in the product, subscription, or additional modules purchased by the Customer.

50. Unless expressly agreed otherwise, the License is non-exclusive, non-transferable, may not be pledged, and may not be sublicensed.

51. The right of use arises only after Rubysoft has activated the License and the applicable payment obligations have been met.

52. The right of use automatically ends when the Agreement ends or the License is validly terminated.

Article 13 – Installation of the Software

53. The Software is installed locally on computers managed by or on behalf of the Licensee.

54. The Customer is responsible for installation, system requirements, required hardware, SketchUp, internet connections, local security, and backups of its own data.

55. Rubysoft may modify installation instructions and system requirements where necessary for security, compatibility, or technical developments.

56. Rubysoft warrants compatibility only with versions of SketchUp officially supported by Rubysoft.

Article 14 – License Validation

57. The Software may periodically connect to Rubysoft’s License Server to verify the validity of the License.

58. Only technical data necessary for license validation may be exchanged during such validation.

59. These data may include License identification, Software version, SketchUp version, technical information necessary for compatibility, and information about available Updates.

60. Rubysoft uses these data solely for license management, security, compatibility checks, making Updates available, and supporting the Software.

61. Rubysoft does not use these data for marketing purposes.

62. Rubysoft does not collect the contents of projects, drawings, or models during routine license validation.

Article 15 – Temporary Unavailability of the License Server

63. Rubysoft has designed the Software on the principle that a temporary disruption of the connection to the License Server should not immediately make the Software unusable.

64. Accordingly, depending on the technical configuration of the relevant License, the Software may continue to operate for a limited period without an active connection to the License Server.

65. This functionality is intended solely to promote the Customer’s business continuity.

66. No permanent rights may be derived from this functionality.

67. Rubysoft reserves the right to change the manner in which Licenses are validated, secured, or managed where necessary due to security, changes in law, technical developments, misuse, or new products or services.

68. Rubysoft will not make such changes without reasonable grounds if they would disproportionately prejudice the Customer’s normal business operations.

Article 16 – Updates

69. Rubysoft continuously develops the Software.

70. Updates may include bug fixes, security updates, performance improvements, support for new SketchUp versions, support for new standards, and new functionality.

71. Rubysoft determines which Updates are made available.

72. Unless there are compelling reasons not to do so, the Licensee will use a Software version supported by Rubysoft.

73. Rubysoft may discontinue support for older Software versions if, in Rubysoft’s judgment, they are no longer secure, maintainable, or technically responsible to support.

74. Rubysoft will announce such discontinuation in a timely manner.

Article 17 – Mandatory Updates

75. Rubysoft may require an Update if necessary due to a serious security risk, an actively exploited vulnerability, a serious software defect, a change in applicable law, a SketchUp change affecting operation or security, protection of the License Server, or protection of Customers.

76. If a necessary security update or other mandatory Update is not installed, Rubysoft may limit support for the relevant version and, where necessary to mitigate a serious security risk, temporarily restrict certain online functionality or license validation. Rubysoft will not go beyond what is reasonably necessary.

77. Rubysoft will always take the continuity of the Customer’s business operations into account.

Article 17A – Security and Vulnerabilities

78. Rubysoft develops and maintains the Software with appropriate attention to cybersecurity, taking into account the state of the art, known risks, and applicable legal obligations.

79. Rubysoft investigates reported security vulnerabilities and takes measures within an appropriate period where a vulnerability creates a relevant risk to the Software, License Server, Online Services, or Customers.

80. During the applicable support period, Rubysoft makes necessary security updates available to the extent reasonably required by the nature of the product, the Agreement, or applicable law.

81. The Customer will install security updates designated by Rubysoft as necessary or critical within a reasonable period unless there is a compelling reason not to do so.

82. Rubysoft may process reports of security vulnerabilities or serious security incidents and, where legally required, report them to competent authorities.

Article 18 – Beta Versions

83. Rubysoft may make Beta Versions available for testing, evaluation, or development purposes.

84. A Beta Version does not form part of the regular Software.

85. A Beta Version may contain errors, omissions, or experimental functionality.

86. Rubysoft gives no warranty that Beta Versions are suitable for production use.

87. Use of a Beta Version is entirely at the User’s own risk, to the extent permitted by law.

88. Rubysoft may modify or discontinue a Beta Version at any time.

89. Feedback, suggestions, and error reports provided by participants in the beta program may be used by Rubysoft free of charge for further development of the Software.

90. Additional Beta Program Terms may apply to Beta Versions.

Article 19 – Permitted Use

91. The Software may be used only in accordance with the Agreement.

92. The Customer will use the Software with due care.

93. The Software may not be used for purposes that violate the law, violate these Terms, or may cause harm to Rubysoft or third parties.

Article 20 – Prohibited Use

94. Without Rubysoft’s prior written consent, the Customer may not make the Software available to third parties, rent, sell, pledge, commercially exploit it outside the agreed License, use it for a competing software product, make it publicly accessible, remove or circumvent technical safeguards, manipulate license checks, reverse engineer, decompile, or disassemble it, except to the extent expressly permitted by mandatory law. Nor may the Customer perform automated analyses intended to reproduce the operation of the Software, use the Software or substantial parts of it to train artificial intelligence or machine-learning models, or publish benchmark tests, performance tests, or comparative studies without Rubysoft’s prior written consent.

Article 21 – Compliance Review

95. If Rubysoft has reasonable grounds to suspect a breach of the License terms, Rubysoft may investigate the legitimacy of the use of the Software.

96. Such an investigation will, as far as possible, be conducted in a manner that does not disrupt the Customer’s normal business operations.

97. Rubysoft will process only the data necessary to establish compliance with the Agreement.

98. If the Software is found to be used systematically outside the agreed License, Rubysoft is entitled to charge the applicable License fee, without prejudice to its other statutory and contractual rights.

Chapter 4 – Customer Obligations

Article 22 – Careful Use

99. The Customer will use the Software carefully and in accordance with the Agreement, these Terms, and the Documentation provided by Rubysoft.

100. The Customer will ensure that only authorized Users have access to the Software and related Licenses.

101. The Customer is responsible for the actions of all Users who use the Software under the Customer’s responsibility.

102. The Customer will take appropriate organizational and technical measures to prevent unauthorized use of the Software.

Article 23 – System Environment

103. The Customer is responsible for the availability and management of its own IT environment.

104. This includes computers, network facilities, internet connections, backups, antivirus software, endpoint security, user management, and access security.

105. Rubysoft is not liable for failures caused by the Customer’s IT environment.

Article 24 – User Accounts

106. Where applicable, each User must use an individual user account.

107. User accounts and login credentials are personal.

108. The Customer will ensure that login credentials are kept confidential.

109. Suspected unauthorized use must be reported to Rubysoft without undue delay.

Article 25 – Security

110. The Customer will implement appropriate security measures suitable for the nature of the Software used and the data processed with it.

111. This includes, in any event, timely installation of security updates, use of current antivirus software, use of strong passwords, restriction of administrator privileges, and regular backups.

112. If Rubysoft supports Multi-Factor Authentication (MFA), Rubysoft recommends that the Customer use it.

113. If the Customer fails to take reasonable security measures, Rubysoft may limit its services to the extent necessary to protect its systems or other Customers.

Article 26 – Backups

114. The Customer remains responsible at all times for creating and verifying current backups of its data.

115. Rubysoft does not retain backup copies of project files that exist solely within the Customer’s environment.

116. Files placed by the Customer in the Support Environment are governed by these Terms and the Privacy Policy.

Article 27 – Cooperation

117. The Customer will provide all cooperation reasonably necessary for performance of the Agreement.

118. The Customer will timely provide all information necessary for installation, support, maintenance, problem analysis, and performance of agreed work.

119. If necessary information is missing, Rubysoft may suspend its work until the required information is available.

Article 28 – Duty to Report

120. The Customer will notify Rubysoft without undue delay if it becomes aware of security incidents that may affect the Software, misuse of Licenses, unauthorized use of user accounts, or vulnerabilities that may affect the security of the Software.

121. Rubysoft will treat such reports confidentially.

122. A report does not entitle the Customer to a reward unless Rubysoft has agreed to this in writing in advance.

Chapter 5 – Online Services

Article 29 – General

123. Rubysoft may offer Online Services in addition to the Software.

124. These Online Services may include the Webshop, license management, Customer Portal, Support Environment, and future online functionality.

125. Rubysoft may expand, modify, or replace Online Services where reasonably necessary.

Article 30 – Availability

126. Rubysoft aims for high availability of its Online Services.

127. However, Rubysoft does not warrant that Online Services will be available without interruption or failure.

128. Rubysoft may perform maintenance where necessary for security, continuity, performance improvements, or error correction.

129. Planned maintenance will, where reasonably possible, be announced in advance.

Article 31 – Support Environment

130. The Customer may make project files, drawings, or other information available to Rubysoft in order to obtain support.

131. The Customer retains all rights in the data it provides.

132. Rubysoft uses these data solely for support, error analysis, and problem resolution. Insights arising from handling a support request may be used to correct general errors in the Software, but the project file supplied itself will not be used for another purpose without the Customer’s prior written consent.

133. The data will be made accessible only to employees who need them to perform their duties.

134. After support has been completed, the data will be deleted in accordance with the Privacy Policy unless a statutory retention obligation or written agreement with the Customer provides otherwise.

Chapter 6 – Support and Maintenance

Article 32 – Maintenance

135. Rubysoft maintains the Software during the term of the License in accordance with Rubysoft’s maintenance policy.

136. Maintenance may include correction of software errors, security updates, compatibility updates, performance improvements, changes resulting from amended laws or regulations, and support for new versions of SketchUp.

137. Rubysoft determines the content, frequency, and scheduling of maintenance work.

138. Maintenance does not create a right to new functionality unless Rubysoft makes that functionality available as part of the License.

Article 33 – Support

139. Rubysoft provides support to Licensees in accordance with the agreed form of support.

140. Support may include answering user questions, installation assistance, analysis of error messages, configuration support, and investigation of reported software errors.

141. Support is provided through communication channels designated by Rubysoft.

142. Rubysoft determines the manner in which support is provided.

143. Rubysoft is not required to provide on-site support unless agreed in writing.

Article 34 – Scope of Support

144. Support applies only to Software versions supported by Rubysoft.

145. Support generally does not include problems caused by third-party software, changes made by the Customer, third-party customizations, failures in the Customer’s IT environment, hardware problems, network problems, or problems resulting from improper use.

146. Rubysoft will use reasonable efforts to assist the Customer as effectively as possible, even if the cause ultimately proves to be outside the Software.

Article 35 – Response Times

147. Any stated response times are targets and do not constitute strict or guaranteed deadlines.

148. Rubysoft determines the priority of support requests based on factors including the severity of the problem, impact on business operations, availability of workarounds, and number of affected users.

149. Rubysoft will use reasonable efforts to give priority to serious disruptions.

Article 36 – Remote Support

150. Where necessary, support may be provided through a secure connection to the Customer’s systems.

151. Remote support takes place only with the Customer’s consent.

152. The Customer remains responsible for its own systems and data during support.

153. Rubysoft will perform only those actions necessary to provide the agreed support.

Chapter 7 – Consulting and Training

Article 37 – Consulting

154. Rubysoft may offer consulting, implementation assistance, and other professional services.

155. Consulting is provided on a reasonable-efforts basis.

156. Unless otherwise agreed in writing, consulting does not guarantee any particular result.

Article 38 – Training

157. Rubysoft may provide training for Users of the Software.

158. Training is intended to familiarize Users with the capabilities of the Software.

159. Successful completion of training does not constitute certification or a warranty regarding use of the Software.

Article 39 – Changes

160. If, during consulting or training, it becomes apparent that an expansion of the work is necessary, the parties will consult with each other.

161. Rubysoft is not required to perform additional work until agreement has been reached.

Chapter 8 – Telemetry and Diagnostic Data

Article 40 – Purpose of Telemetry

162. Rubysoft may process limited technical data for the operation of the Software.

163. Telemetry is used solely to verify License validity, verify the installed Software version, verify compatibility with supported SketchUp versions, improve Software stability, and perform error diagnostics where that functionality has been made available by Rubysoft.

Article 41 – Data Processed

164. During normal use, Rubysoft processes only technical data necessary for the purposes stated in Article 40.

165. These may include the Software version, SketchUp version, License identification, date and time of license validation, and information about available Updates.

166. As part of regular telemetry, Rubysoft does not process project content, IFC files, drawings, models, user documents, marketing profiles, hardware profiles, or usage statistics of individual Users.

Article 42 – Diagnostic Data

167. If the Customer uses error-diagnostic or support functions, additional technical data may be transmitted.

168. Rubysoft will inform the Customer if such data include more than the data described in Article 41.

169. Project files are provided to Rubysoft only if the Customer uploads them or otherwise expressly makes them available.

Article 43 – Privacy

170. To the extent Personal Data are processed in performing these Terms, such processing will take place in accordance with Rubysoft’s Privacy Policy.

171. If Rubysoft processes Personal Data on behalf of a business Customer, a separate Data Processing Agreement may also apply.

Chapter 9 – Intellectual Property

Article 44 – Ownership

172. All intellectual property rights relating to the Software, Online Services, Documentation, source code, object code, designs, images, databases, and other materials developed by Rubysoft belong exclusively to Rubysoft or its licensors.

173. The Agreement grants only a right of use.

174. Nothing in these Terms transfers any intellectual property rights to the Customer.

Article 45 – Feedback

175. Suggestions, improvement proposals, error reports, and other feedback provided by the Customer to Rubysoft may be used by Rubysoft free of charge for further development of its products and services.

176. Rubysoft will not disclose the Customer’s confidential business information in doing so.

Article 46 – References

177. Rubysoft will use the Customer’s name, logo, or other identifiable business information as a reference only with the Customer’s prior written consent.

178. The Customer may withdraw such consent in writing at any time.

Chapter 10 – Confidentiality

Article 47 – Confidential Information

179. The parties will treat all confidential information received from each other in connection with the Agreement with due care and use it solely for performance of the Agreement.

180. Confidential information means all information that a party knows or reasonably should understand to be confidential, regardless of the manner in which it is provided.

181. Confidential information includes, in any event, source code, software designs, technical Documentation, business processes, pricing arrangements, project information, non-public product information, and Personal Data.

Article 48 – Exceptions

182. The obligations under Article 47 do not apply to information that was already public without breach of these Terms, was lawfully obtained from a third party, was independently developed without use of confidential information, or must be disclosed pursuant to a legal obligation.

Article 49 – Confidentiality by Personnel

183. The parties will ensure that confidential information is accessible only to persons involved in performance of the Agreement.

Chapter 11 – Prices and Payment

Article 50 – Prices

184. All prices are stated in the currency indicated by Rubysoft.

185. Unless expressly stated otherwise, prices exclude taxes, import duties, and other governmental charges.

186. If the Customer is a consumer, prices will include legally applicable VAT to the extent required by law.

Article 51 – Price Changes

187. Rubysoft may adjust prices if taxes change, laws change, supplier costs change, exchange rates justify an adjustment, or the Agreement provides for it.

188. For continuing Agreements, Rubysoft will announce price changes in advance.

189. If the law grants consumers additional rights in connection with price changes, Rubysoft will respect those rights.

Article 52 – Payment

190. Payment must be made in accordance with the agreed payment method.

191. Rubysoft may use third-party payment service providers.

192. The Customer is responsible for correct and timely payment.

193. Rubysoft is entitled to postpone digital delivery until payment has been received.

Article 53 – Late Payment

194. If payment is not made, the Customer will be in default after expiry of the statutory or agreed payment period, subject to any mandatory requirements applicable to consumers.

195. Rubysoft may then suspend further deliveries, temporarily block Licenses, suspend support, and charge statutory interest and collection costs.

196. Any suspension will not go beyond what is reasonably necessary.

Chapter 12 – Liability

Article 54 – General

197. Rubysoft is liable only for direct loss that is the direct result of an attributable breach of contract or unlawful act.

198. All liability for indirect loss is excluded unless mandatory law provides otherwise.

199. Indirect loss includes consequential loss, loss of profit, lost savings, business interruption loss, loss of goodwill, and loss of data, unless such loss is directly caused by an attributable breach by Rubysoft.

Article 55 – Limitation of Liability

200. Rubysoft’s total liability per event or related series of events is limited to the amount actually paid by the Customer to Rubysoft for the relevant Software or Service during the twelve months preceding the event giving rise to the loss.

201. If mandatory law does not permit such a limitation, liability will apply to the extent required by law.

Article 56 – Exceptions

202. The limitations of liability do not apply in cases of intent, deliberate recklessness, or liability that may not be excluded under mandatory law.

Article 57 – Mitigation of Loss

203. The Customer will take all reasonable measures to prevent or limit loss as far as possible.

Chapter 13 – Force Majeure

Article 58 – Force Majeure

204. Rubysoft is not required to perform obligations if it is reasonably unable to do so as a result of force majeure.

205. Force majeure includes natural disasters, war, terrorism, pandemics, prolonged power outages, internet outages, cyberattacks, failures of cloud or hosting providers, government measures, strikes, and failures of suppliers over which Rubysoft reasonably has no control.

Article 59 – Consequences

206. Obligations may be suspended for the duration of the force majeure event.

207. If the force majeure event lasts longer than ninety days, either party may terminate the Agreement in whole or in part with respect to the unperformed portion.

Chapter 14 – Term and Termination

Article 60 – Term

208. The Agreement is entered into for the agreed term.

209. If no term has been agreed, the Agreement continues until terminated in accordance with these Terms. For consumers, renewal and termination are always subject to applicable mandatory consumer rules; the specific term and method of renewal will be disclosed before the Agreement is concluded.

Article 61 – Termination

210. Rubysoft may terminate the Agreement in whole or in part if the Customer commits a material breach, fraud occurs, Licenses are systematically misused, payment remains outstanding despite notice, or continuation would violate applicable law or regulations, subject to mandatory law.

Article 62 – Consequences of Termination

211. Upon termination, the right to use the Software ends unless the nature of the License or mandatory law provides otherwise.

Chapter 15 – Data after Termination

Article 63 – Data Export

212. To the extent Online Services contain Customer data, Rubysoft will give the Customer a reasonable period in which to export those data.

213. Rubysoft is not required to retain data longer than necessary.

Article 64 – Deletion

214. After applicable retention periods have expired, Rubysoft may delete data in accordance with the Privacy Policy and applicable law.

Chapter 16 – Sanctions Laws

Article 65 – Sanctions

215. Rubysoft will not supply Software or Services where doing so would violate applicable sanctions or export control laws.

216. Rubysoft may refuse or terminate supply if it is reasonable to assume that supply or use would violate such laws.

Chapter 17 – Governing Law and Disputes

Article 66 – Governing Law

217. All Agreements between Rubysoft and the Customer are governed by the laws of the Netherlands, without prejudice to any mandatory protection a consumer enjoys under applicable law.

218. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Article 67 – Disputes

219. The parties will use reasonable efforts to resolve disputes first through consultation.

220. If this is not possible, disputes will be submitted to the competent court in the judicial district in which Rubysoft has its registered office, unless mandatory law provides otherwise.

Chapter 18 – Final Provisions

Article 68 – Amendment of the Terms

221. Rubysoft may amend these Terms where there is a reasonable basis for doing so, for example due to changes in law or regulation, security requirements, technical developments, changes in services, or clarification of provisions.

222. Amended Terms will be published on the website or communicated electronically. In the event of a material amendment to a continuing consumer Agreement, Rubysoft will inform the consumer in advance in a clear and understandable manner and will respect any statutory termination rights.

223. Amendments do not apply retroactively unless permitted by law or agreed by the parties.

Article 69 – Assignment

224. Rubysoft may assign its rights and obligations under the Agreement to a legal successor or affiliated company, provided that the Customer’s rights are not materially restricted as a result.

Article 70 – Citation Title

225. These Terms may be cited as: General Terms of Delivery and License of Rubysoft B.V. – version 2.0.