Licence Agreement
This Licence Agreement is made on the date of the Order Confirmation between:
Vlaander LTD, a private company limited by shares incorporated in Nigeria with RC 8298878 (“Vlaander”); and
the legal entity identified in the Order Confirmation (“Buyer”).
1. Definitions
“Asset” means the specific source-code package and materials identified in Schedule 1.
“Delivery” means Vlaander making the encrypted or otherwise access-controlled Asset available to Buyer using the delivery method stated in the Order Confirmation.
“Excluded Materials” means Vlaander’s trademarks, trade names, logos, confidential information, generic know-how, methodologies, development tools, templates, pre-existing materials, retained utilities and all Third Party Materials.
“Third Party Materials” means all materials, libraries, software, data, services or components owned by a third party or supplied under an open-source or other third-party licence.
“Buyer Products” means Buyer’s own software, products and services into which Buyer incorporates the Asset or a modified version of it.
“Authorised Personnel” means Buyer’s employees, and individual contractors working for Buyer on Buyer Products, who need access to the Asset’s source code for that work and are bound by written confidentiality duties at least as protective as clause 11.
2. Business buyer and authority
Buyer represents, warrants and undertakes that:
- it is a duly organised business entity licensing the Asset solely for its business purposes;
- it is not acting as a consumer;
- the person accepting this Agreement has authority to bind Buyer;
- all information supplied to Vlaander is complete and accurate;
- neither Buyer, its beneficial owners, controlling persons nor its intended use is subject to applicable sanctions, export restrictions or legal prohibition; and
- Buyer will not use, transfer, export, re-export, deploy or make the Asset available in breach of applicable law.
Vlaander may reject, suspend or cancel an Order before Delivery where it cannot verify these matters to its reasonable satisfaction.
3. Order, licence fee and payment
The Order is binding only when Vlaander issues a written Order Confirmation and Buyer executes this Agreement.
Buyer shall pay the licence fee stated in the invoice in cleared funds, without deduction, set-off or counterclaim. Any US-dollar reference is for commercial comparison only. Where payment is accepted in naira, the binding amount is the naira amount on Vlaander’s invoice.
No licence, delivery obligation or right to download arises until Vlaander confirms receipt of cleared payment and this Agreement has been validly executed.
The licence fee is a one-time fee. There are no recurring, per-seat or per-deployment fees.
Buyer bears all taxes, duties, levies, bank charges and payment costs other than taxes imposed on Vlaander’s net income.
4. Delivery and acceptance
Vlaander will use commercially reasonable efforts to deliver the Asset after the conditions in clause 3 are satisfied. Delivery occurs when Vlaander makes the Asset available using the stated delivery method, whether or not Buyer downloads it.
Buyer shall inspect solely for a material delivery failure within five business days after Delivery. A “material delivery failure” means only that the delivered file is missing, materially corrupted or does not match the cryptographic hash in Schedule 1.
Buyer’s sole remedy for a timely proven material delivery failure is Vlaander’s re-delivery of the Asset. If Vlaander cannot re-deliver, Vlaander may, at its option, refund the amount actually received for that Asset.
Buyer’s access, download, copying, disclosure, use, modification, deployment or failure to notify within the stated period constitutes irrevocable acceptance.
5. Licence
Subject to full payment and Delivery, Vlaander grants to Buyer, with effect from Delivery, a perpetual, worldwide, non-exclusive, non-transferable licence, without the right to sublicense except as this clause states, under the copyright Vlaander owns in the Asset identified in Schedule 1, to:
- use, copy and modify the Asset and create works derived from it, for Buyer’s business purposes;
- incorporate the Asset, modified or not, into Buyer Products; and
- run Buyer Products, offer them as hosted services, and distribute them to Buyer’s customers in object-code or other non-source form, with the right for those customers to use them.
The licence is for Buyer alone, as one legal entity. It does not extend to Buyer’s affiliates, parent or subsidiary companies, each of which needs its own licence.
Buyer shall not:
- disclose, distribute, sell, sublicense, publish or otherwise make the Asset’s source code, or any substantial part of it, modified or not, available to anyone other than Authorised Personnel;
- offer the Asset, or a product whose primary value is the Asset, as a source-code product, library, kit or template for others to build on; or
- remove or alter any copyright notice or the identifying files in the delivered archive.
Buyer is responsible for its Authorised Personnel’s compliance with this Agreement.
The licence is non-exclusive. Vlaander keeps all right, title and interest in the Asset and may license it to others, or sell and assign it outright, at any time. Any such assignment is made subject to this licence, which continues on its terms.
Some files in the Asset, such as a LICENSE file or source-file headers, may say that ownership of the Asset passes to the buyer named in the delivered BUYER.json. Those statements were written for outright sales and do not apply to Buyer: under this Agreement no ownership passes, and this Agreement prevails over anything in the Asset’s files.
The licence:
- applies only to the Asset expressly identified in Schedule 1;
- excludes all Excluded Materials and Third Party Materials;
- grants no right in Vlaander’s trademarks, name, goodwill, confidential information, generic know-how or materials not specifically identified in Schedule 1; and
- is subject to all applicable third-party and open-source licence terms.
6. Third-party and open-source materials
Third Party Materials are not licensed, sold, assigned or warranted by Vlaander. Buyer’s use of Third Party Materials is governed exclusively by the applicable third-party terms. Buyer is responsible for complying with those terms after Delivery.
7. Limited warranty
Vlaander warrants only that, at Delivery and to Vlaander’s actual knowledge after reasonable internal review, it has the right to grant the licence expressly set out in clause 5.
Except for that limited warranty and any warranty that cannot lawfully be excluded, the Asset is supplied “as is,” “as available” and with all faults. Vlaander excludes all warranties, representations, conditions and terms, whether express, implied, statutory or otherwise, including as to merchantability, quality, fitness for purpose, non-infringement, security, freedom from defects, compatibility, performance, availability, support, maintenance, profitability, regulatory compliance and suitability for Buyer’s intended use.
Any performance data is illustrative only, depends on stated test conditions and is not a guarantee of future or Buyer-specific results.
8. No refunds after delivery
Because Buyer may retain, copy, inspect, disclose, modify or deploy the Asset and associated confidential information after Delivery, no refund, cancellation, return or credit is available after Delivery, except where a remedy cannot lawfully be excluded or as expressly provided in clause 4.
9. Liability
To the maximum extent permitted by law, Vlaander’s aggregate liability arising from or connected with the Asset, this Agreement, the Order or Delivery shall not exceed the amount actually received by Vlaander from Buyer for the relevant Asset.
Vlaander shall not be liable for indirect, consequential, special, exemplary or punitive loss; loss of profit, revenue, contracts, opportunity, goodwill or anticipated savings; business interruption; loss, corruption or recovery of data; security incident; or third-party claims arising from Buyer’s modification, combination, deployment, distribution or use of the Asset.
Nothing excludes liability that cannot lawfully be excluded.
10. Buyer indemnity
Buyer shall indemnify and hold Vlaander and its officers, employees and advisers harmless from all losses, claims, liabilities, penalties, costs and expenses arising from Buyer’s breach of this Agreement, unlawful use, deployment, modification, export, transfer, regulatory non-compliance, inaccurate information, or combination of the Asset with other materials or systems.
11. Confidentiality
Buyer shall keep confidential all non-public information received from Vlaander, including code samples, technical materials, pricing and commercial discussions and, for as long as the licence lasts and afterwards, the Asset’s source code. Buyer may disclose such information only to Authorised Personnel and to advisers who need to know it and are bound by equivalent confidentiality duties. This clause does not restrict the distribution of Buyer Products that clause 5 permits.
12. Compliance and suspension
Vlaander may refuse payment, suspend performance, withhold Delivery, terminate the Order or take any other action it reasonably considers necessary to comply with law, sanctions, export controls, AML requirements, regulatory direction or security requirements. Vlaander is not liable for any resulting delay or non-delivery.
13. Termination for breach
The licence is perpetual and cannot be terminated for convenience. Vlaander may terminate it by written notice only if Buyer materially breaches clause 5 or clause 11 and, where the breach can be remedied, fails to remedy it within thirty days after written notice.
On termination Buyer shall stop using the Asset’s source code and delete every copy of it within thirty days, and confirm this in writing. Copies of Buyer Products already supplied to Buyer’s customers before termination may continue to be used by those customers. Clauses 6 to 11, 13 and 16 survive termination.
14. Data protection
Each party shall process personal data received under this Agreement only as necessary for the transaction, compliance, security, dispute resolution and legal recordkeeping. Buyer acknowledges that Vlaander may process personal data as described in its Privacy Notice.
15. Electronic execution and records
This Agreement, the Order Confirmation, click acceptance, electronic signature, email correspondence, access logs, payment records, download logs, blockchain records where applicable, and electronic delivery records are admissible evidence of the transaction to the fullest extent permitted by law.
16. General
This Agreement and the Order Confirmation constitute the entire agreement between the parties regarding the Asset and supersede prior statements, website text, proposals and discussions.
Buyer may not assign this Agreement or the licence without Vlaander’s prior written consent, which Vlaander will not unreasonably withhold where the assignee acquires the whole of the business of Buyer that uses the Asset and agrees in writing to be bound by this Agreement. Vlaander may assign this Agreement to an affiliate or successor, or to anyone to whom it assigns the Asset.
If any provision is unenforceable, it shall be modified to the minimum extent necessary and the remainder shall continue in effect. A delay or failure to enforce a right is not a waiver.
This Agreement is governed by Nigerian law. The courts of Nigeria have exclusive jurisdiction over any dispute arising from or connected with this Agreement.
Schedule 1
- Asset name:
- Version:
- Repository/archive hash:
- Included files:
- Excluded Materials:
- Third Party Materials and licences:
- Delivery method:
- Invoice number:
- Licence fee:
- Delivery date and time:
- Buyer authorised signatory: