LICENCE SAMPLE / STANDARD
galanthus - Standard Commercial Licence (Sample)
Non-binding sample published for pre-contact review. Binding licence terms are agreed per customer through procurement.
Sample document. This page sets out, in sample form, the terms of the standard tier of the galanthus commercial licence. Binding licence terms are agreed between Varinomics Ltd and a named licensee on a per-customer basis. This sample is not a binding offer; any negotiated agreement supersedes it.
1. Parties
- Licensor: Varinomics Ltd ("Varinomics"), a company incorporated in Cyprus under registration number HE 434980, with registered office at Agiou Athanasiou 59, 4102 Limassol, Cyprus.
- Licensee: the legal entity named in the Order Form ("Licensee").
2. Licensed product
galanthus, a banking integration library and CLI (gln) for commercial embedding, distributed under the Standard tier as a shared-library binary with a documented C ABI plus the gln executable. The specific version(s) licensed, the supported platforms, and the Order Form reference are identified in the accompanying Order Form. References in this licence to "the Software" mean the binaries and the associated documentation for the licensed version, together with any updates or additional versions delivered under the Order Form or during a paid Support Term.
3. Grant of licence
Subject to the Licensee's ongoing compliance with this licence and payment of applicable fees, Varinomics grants the Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable licence to:
(a) install and use the Software within the Licensee's organisation for the Licensee's internal business purposes, including as a component embedded in the Licensee's own internal-use systems;
(b) make a reasonable number of copies of the Software for backup, disaster recovery, and internal testing purposes.
The licence extends to the Licensee, its subsidiaries, and its controlled affiliates. Access by personnel of the Licensee's organisation is permitted without a per-seat count, provided that all access remains within the scope of this licence.
4. Restrictions
Except as expressly permitted by this licence or by mandatory provisions of applicable law, the Licensee shall not:
(a) distribute, publish, or otherwise make the Software available to any third party outside the Licensee's organisation;
(b) sublicense, rent, lease, or loan the Software;
(c) reverse-engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law notwithstanding this restriction;
(d) remove, obscure, or alter any proprietary notices, legends, or identifiers contained in the Software;
(e) use the Software in any manner that violates applicable law, including banking, anti-money-laundering, sanctions, and data-protection law;
(f) use the Software to develop a product that is materially the same as the Software and intended for redistribution to third parties in competition with Varinomics.
5. Source code
The standard tier is a binary licence. Source code for the Software is not delivered under this licence. Licensees who require source access should evaluate the premium tier (see /legal/license/galanthus-premium-sample) or contact /procurement to discuss source-related arrangements.
6. Support and updates
The Support Term identified in the Order Form governs support and update delivery for the Software. Unless the Order Form states otherwise, the initial Support Term is twelve (12) months from the Effective Date and renews for successive twelve-month terms unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Support Term.
During the Support Term, Varinomics provides standard-scope support for the current release of the Software:
(a) Channel. Email at [email protected].
(b) Scope. Responding to reports of reproducible defects in the Software, clarifying documentation, and making commercially reasonable efforts to address issues that prevent the Software from conforming materially to its published documentation.
(c) Response times. Priority support with contractual response-window commitments is available under a separate arrangement - see /procurement.
(d) Updates. Maintenance updates for the current release are delivered to the Licensee during the Support Term as they are issued. Upgrades to a new major release may be included or priced separately as set out in the Order Form.
7. Fees and payment
Fees, including any one-time licence fee and any Support Term renewal fees, billing frequency, and payment terms are set out in the Order Form. Unless otherwise stated, fees are quoted in EUR, exclusive of applicable taxes. Invoices are payable within thirty (30) days of the invoice date. Late payments accrue interest at the statutory rate under Cyprus law.
8. Licence duration and termination
(a) Perpetual use rights. The rights granted in section 3 are perpetual for the versions of the Software delivered to the Licensee under the Order Form or during any paid Support Term, subject to this licence.
(b) Effect of Support Term expiry or non-renewal. If the Support Term expires or is not renewed, the Licensee may continue to use the versions of the Software already delivered to it under this licence, but Varinomics has no further obligation to provide support, updates, or new versions after the Support Term ends. Fees already paid are non-refundable.
(c) Termination for breach. Varinomics may terminate this licence on written notice if the Licensee materially breaches it and fails to cure the breach within thirty (30) days after receipt of written notice. Failure to pay fees when due under the Order Form constitutes material breach.
(d) Termination for Licensee insolvency. Varinomics may terminate this licence immediately on written notice if the Licensee becomes insolvent, enters into a composition with its creditors, or has an administrator, liquidator, or receiver appointed over all or a material part of its assets.
(e) Effects of licence termination. Upon termination by Varinomics under sections 8(c) or 8(d), the Licensee shall cease use of the Software and shall destroy or return all copies within thirty (30) days. Accrued payment obligations remain due. Fees already paid are non-refundable.
(f) Surviving clauses. Accrued rights and clauses intended by their nature to survive termination - including sections 4, 9, 10, 11, 12, 13, 14 - survive.
9. Intellectual property
All right, title, and interest in the Software, including all intellectual-property rights, remain with Varinomics and its licensors. No title in the Software is transferred to the Licensee. Feedback, suggestions, or ideas about the Software that the Licensee communicates to Varinomics may be used by Varinomics without restriction and without obligation.
10. Warranties and disclaimers
(a) Limited warranty. For ninety (90) days following the Effective Date, Varinomics warrants that the Software will conform materially to its published documentation when used in accordance with that documentation. Varinomics's sole obligation, and the Licensee's exclusive remedy, for breach of this warranty is for Varinomics to use commercially reasonable efforts to correct the non-conformity or, failing that, to refund the fees paid by the Licensee for the affected Software under the applicable Order Form.
(b) Exclusion. To the maximum extent permitted by applicable law, except for the express warranty in section 10(a), the Software is provided "as is" and Varinomics expressly disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or trade usage.
(c) Third-party banking systems. galanthus interfaces with third-party banking systems (including FinTS, EBICS, and neobank APIs) whose behaviour and availability are outside Varinomics's control. Varinomics does not warrant uninterrupted or error-free operation of such third-party systems, and is not responsible for interruptions, changes, or errors originating outside the Software.
11. Limitation of liability
To the maximum extent permitted by applicable law:
(a) Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or related to this licence, even if advised of the possibility of such damages.
(b) Each party's total aggregate liability to the other under this licence is limited to the fees paid by the Licensee under this licence in the twelve (12) months preceding the event giving rise to the claim.
(c) The limitations in sections 11(a) and 11(b) do not apply to: (i) liability that cannot be excluded or limited under applicable law; (ii) a party's gross negligence or wilful misconduct; (iii) breach of the confidentiality obligations in section 12; (iv) breach of data-protection obligations under applicable law; or (v) the Licensee's obligation to pay fees.
12. Confidentiality
Each party may receive confidential information of the other party in the course of this licence (including pricing, technical materials, and roadmap discussions). Each party shall protect the other's confidential information with the same care it uses to protect its own confidential information of similar sensitivity (and in any event with no less than reasonable care), and shall not disclose it except to personnel who need to know and who are bound by confidentiality obligations at least as protective as those in this licence. The obligations in this clause survive termination for a period of three (3) years.
13. Data protection
This licence does not, by itself, involve the processing of personal data by Varinomics on behalf of the Licensee. If the Licensee's use of the Software causes Varinomics to process personal data on behalf of the Licensee (for example, during a support engagement that involves customer data), the parties shall enter into a separate Data Processing Agreement at that time. The Licensee remains responsible for the lawful processing of personal data handled by its own systems using the Software.
14. Governing law and dispute resolution
This licence is governed by and construed in accordance with the laws of the Republic of Cyprus, excluding its conflict-of-laws rules. The courts of Cyprus have exclusive jurisdiction over any dispute arising out of or in connection with this licence. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15. Assignment
Neither party may assign this licence without the other party's prior written consent, which shall not be unreasonably withheld. Either party may assign this licence, without consent, to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the licence.
16. Entire agreement; amendments
This licence, together with the Order Form and any schedules or annexes attached thereto, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior communications. Amendments must be in writing and signed by authorised representatives of both parties.
17. Notices
Notices under this licence shall be sent in writing to the addresses set out in the Order Form. Notices to Varinomics shall be sent to [email protected] with a copy to the registered office. Email notices are effective on the next business day following dispatch.
18. Severability
If any provision of this licence is held to be unenforceable, the remaining provisions remain in full force and the unenforceable provision shall be replaced by an enforceable provision that most closely approximates the parties' original intent.
Sample document - not binding. This page is a sample for reference only. Binding licence terms are agreed through /procurement. Legal review is required before any customer executes a licence based on this sample.