LICENCE SAMPLE
Phylax - 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 commercial licence for Phylax, an operator-deployed automated parking-enforcement workflow. Evaluation and commercial terms are agreed 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 / Operator: the legal entity named in the Order Form ("Operator"). In Phylax deployments, the Operator is the controller of the personal data processed through the Phylax pipeline under Regulation (EU) 2016/679 (GDPR).
2. Licensed product
Phylax, an automated parking-enforcement workflow for private lot operators. The end-to-end pipeline, as deployed at the Operator's site, covers: automatic licence-plate recognition (ALPR) capture, owner-data enquiry to the Kraftfahrt-Bundesamt (KBA) under section 39 StVG, ticket-letter generation and dispatch, payment reconciliation through the galanthus banking component, and human escalation on unresolved cases.
The specific version(s) licensed, the configured backends, and the deployment scope are identified in the 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. References to "the Deployment" mean the Operator's installation and operational use of the Software at the Operator's site.
3. Grant of licence
Subject to the Operator's ongoing compliance with this licence, the Phylax Data Processing Agreement, and payment of applicable fees, Varinomics grants the Operator a perpetual, non-exclusive, non-transferable, non-sublicensable licence to:
(a) install and operate the Software at the Operator's site(s) identified in the Order Form, for the purpose of automated parking enforcement on parking areas controlled by the Operator;
(b) configure the Software for the Operator's deployment, including camera profiles, letter templates, operator branding, and workflow parameters, within the bounds of the supported configuration surface;
(c) make a reasonable number of copies of the Software for backup, disaster recovery, and internal testing purposes.
The licence extends to the Operator and, where applicable under a separate written agreement, to a single third-party operations provider acting on the Operator's behalf under written instructions and a back-to-back GDPR agreement.
4. Restrictions
Except as expressly permitted by this licence, the Phylax Data Processing Agreement, or mandatory provisions of applicable law, the Operator shall not:
(a) distribute, publish, or otherwise make the Software available to any third party outside the Operator's organisation, other than as permitted in section 3;
(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 parking-enforcement, road-traffic, data-protection, consumer-protection, and anti-discrimination law;
(f) use the Software to enforce parking rules on parking areas that the Operator does not control or have lawful authority to enforce;
(g) 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
Phylax is, at launch, delivered to operators as a binary and associated configuration. Source-code licensing is not offered as a standard tier for Phylax; source-related arrangements for specific deployments (for example, source escrow) are negotiated through /procurement.
6. Deployment, 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.
(a) Deployment coordination. Varinomics supports the Operator in bringing the Deployment online, including camera profile validation, KBA-enquiry channel configuration, letter-pipeline setup, and reconciliation configuration against the Operator's banking channels. The scope of deployment support is set out in the Order Form.
(b) Ongoing support - channel. Email at [email protected].
(c) Scope. Responding to reports of reproducible defects in the Software, clarifying configuration, and making commercially reasonable efforts to address issues that prevent the Software from conforming materially to its deployment specification.
(d) Response times. Priority support with contractual response-window commitments is available under a separate arrangement - see /procurement.
(e) Updates. Maintenance updates for the current release are delivered to the Operator during the Support Term as they are issued. Upgrades that require changes at the Deployment (for example, new camera profiles or new KBA response formats) are coordinated with the Operator.
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 Operator under the Order Form or during any paid Support Term, subject to this licence and the Phylax Data Processing Agreement.
(b) Effect of Support Term expiry or non-renewal. If the Support Term expires or is not renewed, the Operator 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 Operator materially breaches it (including a material breach of the Phylax Data Processing Agreement) 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 Operator insolvency. Varinomics may terminate this licence immediately on written notice if the Operator 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 Operator shall cease use of the Software and shall destroy or return all copies within thirty (30) days, subject to data-protection obligations for personal data retained at the Deployment, which are handled in accordance with the Phylax Data Processing Agreement. 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 Operator. Letter templates, operator-branding assets, configuration files, and enforcement-policy data authored or supplied by the Operator remain the property of the Operator. Feedback, suggestions, or ideas about the Software that the Operator 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 Deployment go-live date set out in the Order Form, Varinomics warrants that the Software will conform materially to its published documentation when used in accordance with that documentation and with the configuration settled during Deployment. Varinomics's sole obligation, and the Operator'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 Operator 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 systems and services. The Phylax pipeline interacts with third-party systems and services (including cameras and ALPR engines, the KBA enquiry channel, postal and dispatch services, and the Operator's banking channels) 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.
(d) Enforcement outcomes and legal posture. Varinomics makes no representation or warranty regarding the legal enforceability of tickets issued through the Deployment, the recovery rate of outstanding fines, or any specific operational or financial result. The Operator is solely responsible for establishing the lawful basis for enforcement on its parking areas, for the content of ticket letters, and for compliance with all applicable consumer-protection, data-protection, and road-traffic law.
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, business interruption, or reputational harm, 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 Operator 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 the Phylax Data Processing Agreement where separate liability caps apply under that agreement; or (v) the Operator'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, roadmap discussions, deployment-specific configuration, and operator-branding assets). 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
(a) Phylax processes personal data (including vehicle-plate captures, KBA owner-data responses, ticket recipients, and payment-reconciliation records) at the Operator's site. The Operator is the controller; Varinomics is the processor to the extent that Varinomics provides support engagements that incidentally involve access to personal data held by the Operator.
(b) The parties shall enter into the Phylax Data Processing Agreement at /legal/dpa/phylax (or a negotiated variant of it) as a condition of the Deployment. The Phylax Data Processing Agreement governs roles, security measures, sub-processors, international transfers, breach notification, retention, and the handling of personal data on termination.
(c) The Operator is responsible for establishing its lawful basis for KBA enquiries under section 39 StVG, for downstream processing of owner-data under Article 6(1)(f) GDPR or another applicable legal basis, and for fulfilling the information and transparency obligations to data subjects affected by enforcement under the Deployment.
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, the Phylax Data Processing Agreement, and any schedules or annexes attached thereto, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior communications. In case of conflict between this licence and the Phylax Data Processing Agreement on data-protection matters, the Phylax Data Processing Agreement prevails. 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, together with the Phylax Data Processing Agreement at /legal/dpa/phylax. Legal review is required before any customer executes a licence based on this sample.