End User Licence Agreement

END USER LICENSE AND
SUBSCRIPTION AGREEMENT

Cloud, On-Premise and Hybrid Deployment

Effective Date:01.09.2026
Version: 2.0

1. AGREEMENT, ACCEPTANCE AND CONTRACTUAL ORDER

1.1 This End User License and Subscription Agreement, together with each Order Form and incorporated schedule, document or addendum, forms the agreement between the Provider and the Customer (the “Agreement”).

1.2 The Customer accepts the Agreement by signing or electronically accepting an Order Form, by installing, accessing or permitting use of the Software, or by clicking an acceptance mechanism.

1.3 A person accepting the Agreement for an organisation represents that the person has authority to bind that organisation.

1.4 In the event of conflict, documents rank as follows: (a) Order Form; (b) Data Processing Addendum; (c) Service Level Agreement; (d) Statement of Work; (e) schedules; (f) this Agreement.

2. DEFINITIONS

“Add-on” means a development that adds new, independent functionality to the Software not included in the standard product.

“Affiliate” means an entity controlling, controlled by, or under common control with a Party, where control means ownership of more than 50% of voting rights or equivalent management authority.

“API” means an application programming interface, connector or integration endpoint enabling a third-party system to communicate with the Software.

“Authorised User” means a person authorised by the Customer to use the Software within the purchased Subscription Metrics.

“Bug-Fix Release” (or "Fix") means an update correcting an identified defect or Problem through repair, replacement or workaround.

“Business Partner” means a third-party entity requiring limited Software access in connection with the Customer's business operations.

“Cloud Service” means the hosted version of the Software operated by or for the Provider and made available over a network.

“Confidential Information” means non-public information disclosed by one Party to the other that is marked confidential or should reasonably be understood to be confidential.

“Customer Data” means information, records, files and content submitted to, stored in, transmitted through or generated from the Customer’s use of the Software, excluding Usage Data.

“Designated Environment” means the approved infrastructure on which the On-Premise Software is authorised to run, as specified in the Order Form.

“Documentation” means the Provider’s then-current user and technical documentation for the Software.

“Modification” means a change to the Software's source code, metadata or existing functionality.

“On-Premise Software” means the version of the Software provided for installation and operation in a Designated Environment controlled by the Customer or its approved hosting provider.

“Order Form” means a signed or electronically accepted ordering document identifying the Software, deployment model, Subscription Term, Subscription Metrics, Fees and other commercial details.

“Personal Data” means personal data, personal information or equivalent regulated information under Applicable Data Protection Law.

“Problem” means a reproducible failure of the Software to perform materially in accordance with the Documentation.

“Service Provider Materials” means the Software, Documentation and other materials supplied by the Provider, excluding Customer Data and Customer-owned Add-ons.

“Software” means the software products, modules, APIs, Updates and authorised copies identified in an Order Form, whether delivered as a Cloud Service, On-Premise Software or hybrid solution.

“Subscription Metrics” means the License measurements specified in the Order Form ( such as users, devices, records or transactions).

“Subscription Term” means the period during which the Customer is authorised to access or use the Software.

“Supported Software” means the Software versions and configurations that the Provider then supports under the applicable support policy.

“Territory” means the geographic territory specified in the Order Form.

“Third-Party Software” means software or services developed by a third party and supplied with, embedded in or interoperating with the Software.

“Update” means any patch, correction, security update, minor or major version generally made available without additional charge to customers with active support entitlement, excluding separately priced modules or functionality.

“Usage Data” means aggregated technical and statistical data from use of the Software that does not identify the Customer or any individual.

3. SUBSCRIPTION LICENSE AND ACCESS RIGHTS

3.1 Subject to payment of the Fees and compliance with the Agreement, the Provider grants the Customer, during the Subscription Term, a limited, non-exclusive, non-transferable and non-sublicensable right to:

• access and use the Cloud Service;
• install and use the On-Premise Software in the Designated Environment;
• permit Authorised Users to use the Software for the Customer’s internal business operations;
• use the Documentation for internal operation, administration, training, testing, backup and passive disaster recovery; and
• use Updates supplied under the subscription.

3.2 The Software is licensed on a subscription basis only. No perpetual License is granted unless an Order Form expressly states otherwise.

3.3 The Customer may use only the products, modules, environments, features and capacity expressly identified in the Order Form, even where other components are technically accessible.

3.4 Business Partners may access the Software only through approved portal access, solely in connection with the Customer’s internal business operations, and may not use the Software to conduct their own business or serve third parties unless expressly licensed.

3.5 The Customer may not use the Software as a service bureau, managed service or third-party platform unless expressly permitted in the Order Form.

3.6 On supply of replacement Software, the right to use the superseded version ceases on production deployment unless parallel use is expressly permitted.

4. AFFILIATES AND BUSINESS PARTNERS

4.1 An Affiliate may use the Software only where Affiliate use is expressly permitted in the Order Form, remains within the Subscription Metrics, and the Affiliate agrees to comply with the Agreement.

4.2 The Customer is responsible for each Affiliate’s and Business Partner’s acts and omissions as if they were the Customer’s own.

4.3 An Affiliate operating under a separate Provider agreement may not receive rights or support under this Agreement unless the Parties agree otherwise in writing.

5. CLOUD DEPLOYMENT

5.1 The Provider shall host, or arrange hosting of, the Cloud Service in the region stated in the Order Form and operate it in material accordance with the applicable Service Level Agreement and security documentation.

5.3 The Provider may use Affiliates and subcontractors to deliver the Cloud Service and remains responsible for their relevant performance.

5.4 The Provider may perform scheduled maintenance on reasonable advance notice, and emergency maintenance without notice where necessary.

5.5 The Customer acknowledges that Cloud Service availability may depend on factors outside the Provider's control, including internet connectivity and third-party infrastructure.

6. ON-PREMISE DEPLOYMENT AND DESIGNATED ENVIRONMENT

6.1 The Customer may install only the number and type of production, test, development, standby and disaster-recovery instances specified in the Order Form.

6.2 The On-Premise Software may be installed only in the Designated Environment and within the Territory. Material changes require prior Provider notice and, where required, approval.

6.3 An approved third-party hosting provider may operate the On-Premise Software solely for the Customer, provided it is bound by confidentiality and security obligations and the Customer remains responsible for its acts.

6.4 The Customer is responsible for all infrastructure, networks, access controls, backups and timely installation of Updates.

6.5 The Provider is not responsible for failures caused by unsupported infrastructure, Customer configuration, unauthorised Modifications or failure to install Updates.

7. USERS, PERMISSIONS AND CUSTOMER INPUT

7.1 The Customer exclusively determines which persons receive access and their permission levels.

7.2 The Customer shall keep credentials confidential, limit access by business need, promptly disable unused accounts and use multi-factor authentication where available.

7.3 The Customer is responsible for data entered, accessed, approved, altered or otherwise processed by its Authorised Users, Affiliates and Business Partners, except to the extent directly caused by the Provider’s breach.

7.4 The Customer shall promptly notify the Provider of suspected unauthorised access, credential compromise or security incidents involving the Software.

• sell, resell, sublicense, distribute, rent, lease, loan or commercially exploit the Software except as expressly permitted;
• publish, share or circumvent license keys, access controls or Subscription Metrics;
• copy the Software except for authorised installation, backup and disaster recovery;
• reverse engineer, decompile, disassemble or attempt to derive source code except where Applicable Law grants a non-waivable right;
• remove or alter copyright, authorship or proprietary notices;
• access the Software to build or benchmark a competing product;
• conduct penetration testing or vulnerability scanning without written approval;
• introduce malicious code or interfere with security, integrity or availability;
• use unlicensed components or use the Software outside the Territory or Designated Environment contrary to the Order Form;
• use the Software for unlawful, fraudulent, abusive, sanctioned or inherently dangerous purposes; or
• use an API or intermediary system to avoid user, transaction, data-volume or other license measurements.

9. MODIFICATIONS, ADD-ONS, APIs AND INTEGRATIONS

9.1 The Customer may create a Modification or Add-on only where permitted by Documentation, an Order Form or prior written Provider approval.

9.2 Provider-created Modifications and Add-ons, including those developed jointly with the Customer, are owned by the Provider unless a Statement of Work expressly states otherwise.

9.3 A Customer Add-on developed independently and without Provider participation remains owned by the Customer, subject to any Provider materials embedded in or required by the Add-on.

9.4 Customer Add-ons may only be used internally with the Software and may not be commercialised or distributed without prior written agreement.

9.5 A Modification or Customer Add-on must not circumvent license restrictions, expose unlicensed functionality, materially impair performance or security, reveal non-public Provider information, or enable unauthorised mass extraction of data. The Customer shall not assert rights in a Customer-created Modification to prevent the Provider, its partners or customers from developing, licensing or using the Software or independently developed functionality.

9.6 The Provider may develop functionality similar to a Customer Add-on, provided it does not misuse the Customer’s Confidential Information.

10. VERIFICATION AND AUDIT

10.1 The Customer shall maintain reasonable records demonstrating compliance with the Subscription Metrics.

10.2 The Software may collect and report license-related usage data, including users, installations, transactions and other purchased metrics.

10.3 On reasonable notice, the Provider may verify compliance once per twelve-month period (more frequently if material non-compliance is reasonably suspected). Verification may be remote or on-site during normal business hours.

10.4 Underpayment identified on verification shall be paid promptly, with Fees backdated to the date excess use began at applicable pricing.

10.5 The Provider may recover reasonable external audit costs where excess use is material.

11. FEES, INVOICING, TAXES AND PAYMENT

11.1 The Customer shall pay Fees as stated in the applicable Order Form.

11.2 Unless otherwise stated, subscription Fees are invoiced annually in advance and invoices are payable within [30] days.

11.3 Purchase orders are for administrative purposes only and do not condition the Provider's right to invoice or collect payment.

11.5 Fees exclude VAT, duties and similar taxes, except taxes on the Provider’s net income. Required withholding shall be handled as required by Applicable Law.

11.6 Overdue undisputed amounts accrue interest at the lower of [1.5% per month] or the maximum lawful rate. The Provider may suspend access after at least [10] business days’ notice and an opportunity to cure.

12. RENEWAL, CHANGES AND ADDITIONAL CAPACITY

12.1 Unless the Order Form states otherwise, subscriptions renew automatically for successive periods equal to the initial Subscription Term unless either Party gives at least [60] days’ written notice of non-renewal.

12.2 The Customer may purchase additional users, modules, capacity or usage during a Subscription Term. Additional subscriptions may be prorated to align with the existing renewal date.

12.3 The Provider may change renewal pricing by giving at least [90] days’ notice before renewal.

13. CUSTOMER DATA AND USAGE DATA

13.1 As between the Parties, the Customer owns Customer Data.

13.2 The Customer grants the Provider and its subcontractors a limited License to process Customer Data solely as necessary to provide, secure and support the Software and comply with law.

13.3 The Provider shall not sell Customer Data or use it for advertising to the Customer’s users.

13.4 The Customer is responsible for the accuracy, quality and legality of Customer Data and for maintaining appropriate backups.

13.5 The Provider may use aggregated or anonymised data and Usage Data, provided it does not identify the Customer or any individual.

14. DATA PROTECTION AND PRIVACY

14.1 Each Party shall comply with Applicable Data Protection Law.

14.2 Where the Provider processes Personal Data on behalf of the Customer, the Parties shall enter into a Data Processing Addendum addressing processing instructions, security, sub processors, transfers, data-subject rights, incident notification, retention and deletion.

14.3 The Customer shall not submit special-category, highly sensitive, classified or sector-restricted data unless the Order Form expressly permits it and appropriate safeguards are agreed.

15. INFORMATION SECURITY

15.1 The Provider shall maintain reasonable administrative, physical and technical safeguards appropriate to the Cloud Service and Customer Data it controls.

15.2 Safeguards include access controls, encryption, patch management, logging and incident management, as described in the Provider’s security documentation.

15.3 The Customer is responsible for endpoint security, identity management, user permissions and on-premise environment security.

15.4 Each Party shall notify the other without undue delay after confirming a security incident materially affecting the other Party’s Confidential Information or Personal Data, subject to the Data Processing Addendum.

16. UPDATES AND SUPPORT LIFECYCLE

16.1 The Provider may issue Updates from time to time. Updates included in the subscription do not include separately priced products, modules or professional services.

16.2 The Provider may require the Customer to remain on a supported version. Support for older versions may be reduced or discontinued under the Provider's lifecycle policy.

16.3 The Provider may modify the Software but shall not materially reduce core functionality during a Subscription Term, except for security, legal or third-party dependency reasons, or were replaced by substantially equivalent functionality.

16.4 The Provider may discontinue a material product or feature on at least [180] days’ notice where reasonably practicable. If discontinuation materially prevents the documented primary use, the Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the unused period.

17. SUPPORT SERVICES

17.1 The Provider shall deliver Support Services at the level stated in the Order Form or Service Level Agreement.

17.2 Support excludes issues caused by unsupported versions, Customer systems, misuse, unauthorised Modifications, third-party software or failure to follow Documentation.

17.3 The Customer shall provide reasonable information and cooperation to investigate a support request.

17.4 Work outside the purchased support scope may be charged at the Provider’s then-current professional-service rates, subject to Customer approval.

18. PROFESSIONAL SERVICES

18.1 Implementation, migration, training, custom configuration and consultancy services shall be governed by a Statement of Work.

18.2 The Customer shall provide timely access, information and personnel. Scope changes may require revised Fees and timelines.

18.3 Provider pre-existing tools and know-how remain Provider property. On payment, agreed deliverables may be used with the Software for the Customer's internal operations.

19. THIRD-PARTY SOFTWARE AND SERVICES

19.1 Third-Party Software may be subject to separate License terms.

19.2 The Provider is not responsible for third-party services it does not control.

19.3 The Provider's liability for Third-Party Software shall not exceed the Fees paid for it directly causing the claim.

20. INTELLECTUAL PROPERTY RIGHTS

20.1 All intellectual property rights in the Service Provider Materials, Software, Documentation, Updates and Provider-created Modifications remain owned by the Provider and its licensors.

20.2 Except for the rights expressly granted, no rights are transferred to the Customer by implication, estoppel or otherwise.

20.3 Backup copies must be clearly identified and retain all proprietary notices.

20.4 Feedback may be used by the Provider without restriction or payment, provided the Provider does not identify the Customer as its source without permission.

21. INTELLECTUAL PROPERTY INDEMNITY

21.1 The Provider shall defend the Customer against a third-party claim in the Territory alleging that authorised use of the Software infringes a patent, copyright, trademark or trade secret, and pay finally awarded damages or an approved settlement.

21.2 The obligation applies only where the Customer promptly notifies the Provider, gives the Provider control of the defence and settlement, and provides reasonable cooperation.

21.3 The indemnity excludes claims arising from Customer Data, unauthorised use or Modification, unapproved combinations, failure to use a provided non-infringing Update, or free/beta services.

21.4 The Provider may obtain continued-use rights, modify or replace the Software, or terminate the affected subscription and refund prepaid Fees. This is the Customer’s exclusive remedy for third-party IP claims.

22. CUSTOMER INDEMNITY

22.1 The Customer shall defend and indemnify the Provider against third-party claims arising from Customer Data, unlawful or unauthorised use, infringement caused by a Customer Modification or Add-on, breach of License restrictions, or violation of third-party rights, subject to equivalent notice, control and cooperation conditions.

23. CONFIDENTIALITY

23.1 The receiving Party shall use Confidential Information only for the purposes of the Agreement, protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and disclose it only to representatives with a need to know who are bound by equivalent confidentiality obligations.

23.2 Confidential Information excludes information that: (a) is or becomes public without breach; (b) was known to the receiving Party without restriction before disclosure; (c) is received from a third party free of restriction; or (d) is independently developed without use of the disclosing Party’s information.

23.3 Legally compelled disclosure is permitted, provided advance notice and assistance with protective measures are given where lawful.

23.4 The Software, non-public Documentation, security information, pricing and roadmaps are Provider Confidential Information. Customer Data is Customer Confidential Information.

24. PERFORMANCE WARRANTY

24.1 During the Subscription Term, the Provider warrants that the Software will perform materially in accordance with the Documentation when properly used in a supported environment and that professional services will be performed with reasonable skill and care.

24.2 For newly delivered On-Premise Software, the Order Form may specify an initial acceptance period of [six months].

24.3 The warranty does not apply where nonconformity is caused by misuse, unsupported infrastructure, Customer or third-party software, unauthorised Modification or Add-on, or failure to install a relevant Update.

24.4 The Customer shall give written notice of nonconformity. The Provider shall repair, replace or reperform; if it cannot do so within a reasonable period, the Customer may terminate the affected subscription and receive a pro-rata refund. This is the exclusive warranty remedy.

25. DISCLAIMERS

25.1 Except for express warranties and to the maximum extent permitted by law, the Software and services are provided “as is” and “as available.”

25.2 The Provider disclaims implied warranties of merchantability, fitness for purpose, non-infringement and uninterrupted operation.

25.3 The Provider does not warrant that the Software will meet all business requirements, operate without minor defects or be compatible with every third-party product.

25.4 The Software is not designed for inherently dangerous, life-support, nuclear, weapons, aviation-control or other high-risk systems unless expressly approved in writing.

26. LIMITATION OF LIABILITY

26.1 Nothing excludes liability that cannot lawfully be excluded, including fraud, fraudulent misrepresentation, or death or personal injury caused by negligence where applicable.

26.2 Neither Party is liable for indirect, incidental, special, punitive, exemplary or consequential loss, or loss of profit, revenue, savings, goodwill, opportunity or anticipated business.

26.3 Subject to Sections 26.1, 26.4 and 26.5, each Party’s total aggregate liability relating to an Order Form shall not exceed the Fees paid or payable under that Order Form during the twelve months preceding the event giving rise to liability.

26.4 The liability cap for breach of confidentiality, data-protection obligations and indemnities shall be [two/three] times the cap in Section 26.3.

26.5 The cap does not apply to payment obligations, deliberate infringement or misappropriation, or intentional circumvention of License restrictions.

26.6 The Provider is not liable for loss caused by Customer systems, Customer Data, unauthorised Modifications, unsupported Third-Party Software or failure to follow Documentation.

27. SUSPENSION

27.1 The Provider may suspend affected access where reasonably necessary due to a material security risk, unlawful or prohibited use, legal requirement, overdue undisputed Fees, or a threat to integrity or availability.

27.2 Where reasonably practicable, the Provider shall give notice, limit suspension to the affected service and restore access promptly after remedy.

28. TERM AND TERMINATION

28.1 The Agreement begins on the Effective Date and continues while an Order Form remains active.

28.2 Either Party may terminate an affected Order Form for material breach not cured within [30] days after written notice, for an irremediable material breach, or upon insolvency to the extent permitted by law.

28.3 The Provider may terminate immediately for intentional License circumvention, misappropriation, unlawful activity or a serious continuing security risk.

28.4 Termination of one Order Form does not terminate another unless the breach materially affects it.

29. EFFECTS OF EXPIRY OR TERMINATION

29.1 On expiry or termination, the Customer shall cease use, disable access, uninstall On-Premise Software and return or destroy Confidential Information and Service Provider Materials, subject to legal retention obligations.

29.2 On request, the Customer shall certify compliance with Section 29.1, including compliance by Affiliates and approved hosting providers.

29.3 Accrued Fees remain due and, except where the Agreement expressly provides a refund, payments are non-refundable.

29.4 Cloud Service Customer Data remains available for export for [30] days after termination, after which the Provider may delete it. Non-standard migration assistance may be charged.

29.5 Provisions relating to payment, audit, intellectual property, confidentiality, liability, indemnity, data return/deletion and dispute resolution survive expiry or termination.

30. FREE, TRIAL AND BETA SERVICES

30.1 Trial, proof-of-concept, preview and beta services are for evaluation only, may be changed or withdrawn at any time, and are provided without service levels, warranties or indemnities.

30.2 The Provider’s total liability for free or evaluation services shall not exceed [EUR/USD/GBP 100], to the maximum extent permitted by law.

31. EXPORT, IMPORT, SANCTIONS AND REGULATORY APPROVALS

31.1 The Software may be subject to export-control and sanctions laws in relevant jurisdictions.

31.2 The Customer shall not export or use the Software in violation of applicable export-control, import-control or sanctions laws.

31.3 The Customer shall not submit the Software or Provider Confidential Information to a government authority for licensing, certification or regulatory approval without prior written consent, except where legally required and after lawful notice to the Provider.

31.4 The Customer shall provide information reasonably required to obtain necessary export or import authorisations.

31.5 The Provider is not responsible for delay, denial or inability to perform caused by an authority’s refusal or delay in granting an authorisation, except to the extent directly caused by Provider wilful misconduct.

32. PUBLIC-SECTOR AND REGULATED CUSTOMERS

32.1 Mandatory public-sector or regulated-industry terms apply only to the extent required by law and expressly identified in the Order Form.

32.2 The Customer shall notify the Provider before submitting data subject to classification, secrecy or sector-specific regulatory restrictions.

32.3 The Provider is not responsible for Customer-specific regulatory compliance unless the relevant requirement and Provider responsibility are expressly agreed.

33. BUSINESS CONTINUITY AND DISASTER RECOVERY

33.1 The Provider shall maintain reasonable business-continuity and disaster-recovery measures for the Cloud Service.

33.2 Specific recovery-time and recovery-point objectives apply only where stated in the Service Level Agreement.

33.3 For On-Premise Software, the Customer is responsible for backup, high availability, recovery and continuity unless otherwise agreed.

34. FORCE MAJEURE

34.1 Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, government action, labour disputes, utility or internet failures or pandemics.

34.2 The affected Party shall notify the other, mitigate the impact and resume performance as soon as reasonably possible. Force majeure does not excuse payment for services already provided.

35. NOTICES

35.1 Legal notices shall be delivered personally, by recognised courier, registered mail or email to the legal-notice address in the Order Form.

35.2 Routine operational notices may be delivered through the Software, support portal or email to the Customer administrator.

36. ASSIGNMENT AND SUBCONTRACTING

36.1 Neither Party may assign the Agreement without the other's consent ( not to be unreasonably withheld), except to an Affiliate or a successor in a merger or sale of substantially all relevant assets, provided the assignee is not a direct competitor.

36.2 The Provider may use subcontractors and remains responsible for their performance to the extent stated in the Agreement. Sub-processors are governed by the Data Processing Addendum.

37. GENERAL

37.1 The Parties are independent contractors. Nothing creates a partnership, agency, fiduciary or employment relationship.

37.2 No third party has a right to enforce the Agreement unless expressly stated.

37.3 The Agreement is the entire agreement on its subject matter and supersedes prior proposals and representations. Customer purchase-order terms do not apply.

37.4 A waiver must be in writing. Delay in exercising a right is not a waiver.

37.5 If a provision is invalid, it shall be modified to the minimum extent necessary or severed, without affecting the remainder.

37.6 Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."

37.7 The Agreement may be executed in counterparts, each of which shall be an original. Electronic signatures are valid and binding.

38. GOVERNING LAW AND DISPUTE RESOLUTION

38.1 The Agreement and non-contractual obligations arising from it are governed by the laws of MALTA, excluding conflict-of-law rules.

38.2 The courts of MALTA have exclusive jurisdiction, unless the Order Form selects arbitration under MALTA, seated in MALTA, conducted in ENGLISH by [one/three] arbitrator(s).

38.3 Either Party may seek urgent injunctive relief relating to confidentiality, security or intellectual-property rights.