End User Licence Agreement

1. Definitions

In this agreement the following terms have the meanings set out below:

• "Licensor" means OperonITSM, the owner and developer of the software.
• "Licensee" / "you" means the individual or organisation that has purchased a licence and accepted these terms.
• "Software" means the OperonITSM application, including all PHP source files, JavaScript files, stylesheets, SQL schema files, documentation and any updates provided under this agreement.
• "Licence" means the annual subscription licence purchased via the Licensor's website.
• "Permitted Domain" means the primary domain or subdomain specified at the time the licence was generated, or any replacement domain adopted for the same installation (for example following a hosting migration or domain name change), provided the Licensor is notified within thirty (30) days.
• "Authorised Users" means employees and members of the Licensee's organisation, as well as external contractors engaged by the Licensee, who access the Software solely for the Licensee's internal business purposes. Where Authorised Users are external contractors, the Licensee must ensure those contractors are bound by confidentiality obligations at least as restrictive as those set out in Section 5 of this agreement.

2. Grant of Licence

Subject to the Licensee's compliance with these terms and payment of the applicable annual licence fee, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, revocable licence to:

• Install and operate the Software on a single production server or hosting environment controlled by the Licensee. For the avoidance of doubt, one licence covers one production deployment - whether that deployment runs on a physical server, a virtual machine, a container instance (including Docker) or a managed hosting environment. Horizontal scaling of a single installation (multiple web server processes serving one shared database) is permitted under a single licence. Running multiple independent installations, each with their own database, requires a separate licence per installation;
• Allow Authorised Users within the Licensee's organisation to access and use the Software for the Licensee's internal business operations;
• Make one (1) backup copy of the Software solely for disaster recovery purposes.

The Licensee may also install the Software on one (1) separate non-production environment (such as a staging or development server) solely for internal testing, provided it is not accessible by external end users and is not used for live business operations. This licence is for internal use only. The Software is not licensed for use as a managed service, hosted offering, or platform made available to third parties without the Licensor's prior written consent.

3. Licence Restrictions

The Licensee must not, and must not permit any third party to:

• Copy, reproduce or distribute the Software to any third party;
• Sell, resell, sublicence, rent, lease or lend the Software or any part of it;
• Remove, alter or obscure any copyright notices, branding, trade marks or licence validation mechanisms within the Software;
• Use the Software to provide a service bureau, managed service or hosted service to third-party customers without a separate written agreement with the Licensor;
• Decompile, disassemble, reverse engineer or attempt to derive source code from any obfuscated or minified elements of the Software, except as expressly permitted by applicable law;
• Attempt to circumvent, disable or tamper with the licence validation system;
• Use the Software in any way that violates applicable law or regulation;
• Transfer this licence to any other individual or organisation without the Licensor's prior written consent.
• Conduct automated security scanning, penetration testing or load testing against the Software in a manner that could cause service disruption, data corruption or denial of service. Security testing must not attempt to bypass, disable or circumvent the licence validation system. The Licensee may conduct reasonable, low-impact security assessments of their own installation provided they do not affect other users or systems.

For transparency: the Software's licence validation operates entirely offline. The licence.json file is verified locally using a cryptographic signature. Separately, the Software includes an optional update notification feature described in Section 6 (Update Checking). Other than that update check — which transmits only the installed version number — no personal data, user data, business information or licence key contents are ever transmitted to the Licensor.

4. Annual Subscription and Renewal

The Licence is granted on an annual basis. The annual licence fee is payable in advance. The Licence period commences on the date of purchase and expires twelve (12) months thereafter.

Upon expiry:

• The Software will display a prominent expiry notice to administrative users;
• A grace period of fourteen (14) calendar days applies automatically after expiry - no action is required to activate it. During this period the Software continues to operate normally. Following the grace period, the ability to create new records will be suspended;
• Existing data will remain accessible and readable at all times - the Licensor will never cause the Software to destroy or encrypt the Licensee's data;
• Full functionality is restored immediately upon renewal.

The Licensee may cancel the annual subscription at any time by not renewing at the end of the licence period. As the Software is a digital product licensed exclusively for business use and delivered by immediate download upon purchase, no refunds are issued for the unused remainder of a licence period following cancellation, except at the Licensor's sole discretion. This does not affect any statutory rights that cannot lawfully be excluded in a business-to-business context.

5. Intellectual Property

The Software, including all source code, design, documentation and trade marks, is and remains the exclusive intellectual property of the Licensor. This agreement does not transfer any ownership rights in the Software to the Licensee.

The Licensee acknowledges that the Software contains proprietary and confidential information. The Licensee shall take reasonable steps to protect the confidentiality of the Software and shall not disclose the source code to any third party.

Any feedback, suggestions or ideas provided by the Licensee regarding the Software may be used by the Licensor freely and without obligation.

Where the Licensee modifies the Software, such modifications are made entirely at the Licensee's own risk. The Licensor accepts no liability for any issues, data loss, security vulnerabilities or failures arising from modified versions of the Software. Support obligations under this agreement apply only to the unmodified Software as originally supplied. Modifications may invalidate security guarantees and affect compatibility with future updates.

Open-Source Components

The Software includes the following third-party open-source component distributed under its respective licence:

• PHPMailer - licensed under the GNU Lesser General Public Licence v2.1 (LGPL-2.1). The applicable licence terms are included within the Software distribution in the vendor/phpmailer/ directory. The Licensor's intellectual property rights do not extend to this component.

Use of the Software does not grant the Licensee any rights in respect of these third-party components beyond those granted by their respective open-source licences.

6. Data and Privacy

The Software is self-hosted entirely on the Licensee's own infrastructure. The Licensor does not have access to, collect, process or store any data entered into the Software by the Licensee or its Authorised Users.

The Licensee is solely responsible for maintaining complete and up-to-date backups of their database and all uploaded files. The Licensor accepts no responsibility for data loss under any circumstances. Backups should be taken before applying any Software update.

The Licensee is also solely responsible for:

• The security and integrity of their server environment;
• Compliance with applicable data protection legislation including, where relevant, the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018;
• Ensuring appropriate access controls are in place for Authorised Users.

Data Portability

The Licensee may export all data stored within the Software at any time using the built-in export tools provided, or by direct database access. The Licensor does not impose any technical restrictions on the Licensee's ability to access, extract or migrate their own data.

Update Checking

The Software includes an automatic update notification feature. Approximately once per day, via the scheduled maintenance task (sla_check.php), the Software makes an outbound HTTPS request to operonitsm.co.uk/updates/version.json — a publicly accessible file — to check whether a newer version of the Software is available.

The only information transmitted in this request is the version number of the Software currently installed (for example, “1.4.0”). No personal data, user data, ticket data, business information, licence key contents or installation identifiers are transmitted at any time.

The purpose of this check is solely to notify the Licensee’s administrative users when an update is available. The Licensor does not log, store or process version-number requests in a way that identifies individual installations.

The update notification feature can be disabled by a Super Admin user via Global Admin → Portal Settings → Software Updates. Disabling this feature does not affect any other functionality of the Software. The Licensee may also trigger a manual update check at any time via the same settings panel.

Third-Party Payment Processing

Licence purchases are processed through Stripe, Inc., a third-party payment processor. The Licensor does not store payment card details. Stripe's processing of payment data is governed by Stripe's own Privacy Policy and Terms of Service, which are entirely separate from this agreement. By completing a purchase, the Licensee acknowledges that their payment information is processed by Stripe and not by the Licensor.

7. Support

The Licensor will use reasonable endeavours to provide email support to the Licensee during the active licence period. Support covers installation assistance, configuration questions and bug reports relating to the Software.

Support does not cover:

• Modifications made by the Licensee - if you alter the source code and an issue arises, we cannot guarantee support for that issue. We strongly recommend retaining an unmodified copy of the Software before making any changes;
• Server administration, hosting configuration or third-party software;
• Data recovery resulting from the Licensee's failure to maintain adequate backups.

Support is provided on a reasonable-endeavours basis. The Licensor does not guarantee response times or resolution times. Support is available via support@operonitsm.co.uk.

Subcontractors

The Licensor may engage subcontractors or third-party developers to assist with support, development or maintenance. Any such subcontractors will be bound by confidentiality obligations at least as restrictive as those set out in this agreement, and will only be granted access to information strictly necessary for the task at hand.

Support Data Confidentiality

The Licensor will treat all information provided by the Licensee during support interactions - including log files, screenshots, configuration details and error messages - as confidential, and will not disclose such information to third parties except as required by law.

The Licensee should not include personal data (as defined under UK GDPR) in support communications unless strictly necessary for resolving the reported issue. Where personal data is included, the Licensee warrants that they have a lawful basis for sharing it with the Licensor for support purposes, and the Licensor will process such data solely for the purpose of resolving the support request and will delete it upon resolution.

8. Updates and New Versions

During an active licence period, the Licensor will make available all updates - including bug fixes, security patches and new features - at no additional charge. All releases are included within the annual subscription.

The Licensor is not obligated to provide any specific update, feature or roadmap item within any particular timeframe. Updates may include changes that alter or remove existing functionality. The Licensee is responsible for testing updates in a non-production environment before deploying to production, and for maintaining backups prior to applying any update.

In-App Update Notifications

When a newer version of the Software is detected, administrative users with Super Admin access will see a notification within the Software’s Global Admin panel. This notification includes the version number available, a summary of changes, and a link to download the update package from operonitsm.co.uk.

Updates are never applied automatically. The Licensee retains full control over when and whether to apply any update. The Licensor strongly recommends taking a complete database backup before applying any update. Where an update includes database changes, a migration script is provided. The Software includes a “Run Database Migration” function accessible to Super Admins, which applies only additive schema changes (new tables and new columns). No existing data is modified or removed by migration scripts.

Third-Party Integrations

Where the Licensee integrates the Software with third-party systems, services or APIs, the Licensor accepts no responsibility for:

• Changes to third-party APIs or services that affect the Software's integration;
• Outages, data loss or degraded performance caused by third-party services;
• Data loss or corruption caused by third-party integrations;
• Compatibility between the Software and third-party systems not supplied by the Licensor.

The Licensee is solely responsible for validating any integrations and ensuring they meet applicable security and data protection requirements.

9. Disclaimer of Warranties

The Software is provided "as is" without warranty of any kind. To the fullest extent permitted by applicable law, the Licensor expressly disclaims all warranties, whether express, implied, statutory or otherwise, including without limitation:

• Any implied warranty of merchantability, fitness for a particular purpose or non-infringement;
• Any warranty that the Software will meet the Licensee's requirements or operate without interruption or error;
• Any warranty regarding the accuracy or completeness of the Software's output.

The Licensee acknowledges that they are solely responsible for determining whether the Software is suitable for their purposes before purchasing.

High-Risk Environments

The Software is not designed, tested or certified for use in safety-critical or high-risk environments where failure or interruption of the Software could result in death, personal injury, severe physical damage or significant environmental harm, including but not limited to: medical life-support systems, nuclear facilities, aircraft navigation or control systems, emergency response systems, or critical national infrastructure.

The Licensee must not use the Software in any such environment without independent safety evaluation and appropriate redundancy measures. The Licensor expressly disclaims all liability arising from any such use.

10. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall the Licensor be liable for any:

• Loss of profits, revenue, data or business opportunities;
• Business interruption or system downtime;
• Data breaches, security incidents or unauthorised access to the Licensee's systems;
• Indirect, incidental, consequential, special or punitive damages of any kind;

arising out of or in connection with the Software or this agreement, even if the Licensor has been advised of the possibility of such damages.

The Licensor's total aggregate liability to the Licensee under or in connection with this agreement shall not exceed the amount paid by the Licensee in the twelve (12) months immediately preceding the event giving rise to the claim.

11. Indemnity

Licensee Indemnity

The Licensee agrees to indemnify, defend and hold harmless the Licensor from and against any claims, damages, losses, costs and expenses (including reasonable legal fees) arising directly from:

• The Licensee's wilful misuse or unlawful use of the Software;
• Any material breach of this agreement by the Licensee;
• Any violation of applicable law or third-party rights by the Licensee in connection with its use of the Software.

Licensor IP Indemnity

The Licensor will defend the Licensee against any third-party claim alleging that the Software, as originally supplied and used in accordance with this agreement, infringes any UK copyright, registered trade mark or UK patent, and will pay costs and damages finally awarded by a court of competent jurisdiction, provided that:

• The Licensee notifies the Licensor promptly in writing upon becoming aware of any such claim;
• The Licensor is given sole control of the defence and any related settlement negotiations; and
• The Licensee provides reasonable cooperation and assistance at the Licensor's expense.

The Licensor's IP indemnity obligations do not apply to: (a) claims arising from modifications made by the Licensee to the extent that the alleged infringement would not have occurred but for such modifications; (b) use of the Software in combination with third-party software not supplied by the Licensor, to the extent the infringement would not have occurred but for such combination; or (c) use of the Software contrary to the Licensor's written instructions. For the avoidance of doubt, modifications to unrelated parts of the Software (such as styling, configuration or independent modules) shall not void the IP indemnity with respect to the Licensor's core codebase where such modifications did not contribute to the alleged infringement.

12. Termination

This agreement and the Licence granted hereunder will terminate automatically and without notice if the Licensee:

• Fails to pay the annual licence fee;
• Breaches any material term of this agreement and fails to remedy the breach within fourteen (14) days of written notice from the Licensor;
• Becomes insolvent, enters administration or ceases to trade.

Upon termination, the Licensee must cease all use of the Software and permanently delete all operational copies from their active production and testing environments within thirty (30) days.

The Licensee may retain: (a) database backups for legal or regulatory compliance purposes; and (b) server image or installation directory backups where required for regulatory audit purposes. Retained copies must not be used to operate the Software or restore a functioning installation. The Licensor may request written confirmation of deletion of operational copies upon reasonable notice.

For the avoidance of doubt, termination does not cause the Software to automatically cease functioning - the Licensee's data remains accessible for export during the thirty (30) day wind-down period.

Clauses 5, 9, 10, 11 and 13 survive termination of this agreement.

13. Governing Law and Jurisdiction

This agreement is governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Notwithstanding the above, the Licensor reserves the right to seek injunctive or other equitable relief in any jurisdiction where necessary to protect its intellectual property rights or enforce the confidentiality provisions of this agreement.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this agreement where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action, power failures, internet infrastructure outages, or cyberattacks on third-party services.

The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable endeavours to resume performance. If the force majeure event continues for more than thirty (30) days, either party may terminate this agreement on written notice without further liability, provided that any licence fees paid for the unexpired portion of the licence period shall be refunded on a pro-rata basis at the Licensor's discretion.

15. General

• Entire agreement: This agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior representations, discussions and agreements.
• Amendments: The Licensor may update these terms from time to time. Non-material clarifications may take effect upon notice. Material changes - including changes to pricing, permitted use, liability or intellectual property terms - will be communicated by email to the registered licence contact at least thirty (30) days before the Licensee's next renewal date, and will take effect only from that renewal. Continued renewal of the Licence constitutes acceptance of the updated terms as of that renewal date. "Material" means any change that reasonably affects the Licensee's rights or obligations.
• Severability: If any provision of this agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Failure by the Licensor to enforce any right under this agreement does not constitute a waiver of that right.
• No partnership: Nothing in this agreement creates a partnership, joint venture, agency or employment relationship between the parties.

Export Controls

The Licensee agrees to comply with all applicable export control laws and regulations in connection with their use of the Software. The Licensee warrants that they are not located in, and will not export the Software to, any country subject to applicable trade sanctions or embargoes, and that they are not listed on any government-maintained list of prohibited or restricted parties.

16. Contact

For questions about this agreement, licensing or support:

• General: hello@operonitsm.co.uk
• Support: support@operonitsm.co.uk
• Website: operonitsm.co.uk