Some provisions of the General Conditions of CERN Contracts are not well-suited for the purchase of software licences and maintenance. It is common market practice for software licences to base contracts on adapted terms and even on the contractor’s terms and conditions. If a firm will not accept to base the contract on the General Conditions of CERN Contracts then the Specific Legal Terms shall be offered as an alternative. If the firm still rejects our terms, a bespoke set of terms and conditions including the contractor’s terms may be accepted, on the condition that:

• All vendor terms and conditions must be reviewed by the Procurement Officer and negotiated as appropriate with the help of the Legal Adviser as the case may be; and
• CERN does not accept terms and conditions that are incompatible with its international legal status, nor any terms and conditions that would subject it to national courts or national jurisdiction in any country (Member State or otherwise).

As a general rule, the contract shall be based on the CERN Specific Legal Terms and the vendor’s terms and conditions (as negotiated and agreed by the Procurement Officer), with the CERN Specific Legal Terms taking precedence over the vendor’s terms.

Note: the guidance in this answer only applies to software licences and maintenance. Software development work shall be subject to the General Conditions of CERN Contracts.