Systemorph Enterprise Licence

Version 1.0-draft · 17 September 2026 · SPDX identifier LicenseRef-Systemorph-Enterprise

Systemorph AG, a company incorporated in Switzerland (Canton of Zurich), company identification number CHE-282.912.173 ("Systemorph", "we", "us"), makes software packages for the MeshWeaver platform available under several licences. This is the licence for the Enterprise tier. It is an agreement between Systemorph and the person or organisation that accepts it ("you").

1. How this Licence is formed

1.1 Who this Licence is for. You are an organisation — a company or other legal entity — that has entered into an Order Form with Systemorph for this Licence. The person accepting this Licence confirms that they are authorised to bind that organisation.

1.2 Acceptance. This Licence becomes binding when you accept it — by ticking the acceptance box and confirming when you subscribe, or by signing an Order Form that incorporates it. If you do not agree to it, do not subscribe and do not use the Licensed Packages.

1.3 What the Licence consists of. This Licence, together with the Order Form, is the whole agreement between you and Systemorph about the Licensed Packages and replaces anything said or written before about them. Your own terms of purchase do not apply, even if you refer to them.

1.4 Order of precedence. If the Order Form and this Licence conflict, the Order Form prevails, but only for the transaction it describes.

2. Definitions

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where control means holding more than 50 % of the capital or voting rights.
"Catalogue" means the list of Packages Systemorph offers, with the tier each Package is marked with, as published in the Store on the Service from time to time.
"Package" means a module, plugin, course or other software or content package Systemorph distributes for the MeshWeaver platform, including its documentation and updates.
"Licensed Packages" means the Packages listed in the Order Form.
"Open-Source Components" means software that Systemorph or a third party makes available under an open-source licence, including the MeshWeaver platform (offered under Apache-2.0 or MIT) and every Package marked Free (offered under Apache-2.0).
"Your Content" means data, text, code and other material you or your Authorised Users put into, or generate with, the Licensed Packages.
"Authorised Users" means the individuals section 3.2 permits you to let use the Licensed Packages.
"Order Form" means the order, offer or agreement signed by you and Systemorph that refers to this Licence and sets out the commercial terms, such as scope, fees, term and support.

3. The licence

3.1 Grant. Subject to this Licence and to payment of the fees, Systemorph grants you a non-exclusive, non-transferable, non-sublicensable licence, for the Term, to use the Licensed Packages for deployment in infrastructure you control — your own cloud tenant or data centre (the "Deployment"). Systemorph delivers the Licensed Packages in object code form; source code is provided only if and to the extent the Order Form says so.

3.2 Permitted use. You may install and run the Licensed Packages in the Deployment, and allow your Authorised Users — your employees, and individual contractors working for you under your instructions — to use them, for your internal business purposes within the scope stated in the Order Form (for example a business area, legal entity, environment or number of instances). You are responsible for your Authorised Users' compliance with this Licence as for your own. You may make back-up and disaster-recovery copies reasonably required to operate the Deployment. You may not make the Licensed Packages available to third parties, including your own customers or Affiliates not named in the Order Form, other than by giving them access to results you produce with them.

4. What you may not do

Except as this Licence expressly permits, or as mandatory law allows despite this clause, you may not, and may not allow anyone else to:

copy, modify, adapt, translate or create derivative works of the Licensed Packages, other than copies made in the ordinary course of using them as this Licence permits;
decompile, disassemble or otherwise reverse engineer them, or attempt to extract source code Systemorph has not published;
rent, lease, lend, sell, sublicense, distribute or otherwise make them available to third parties, including as a hosted or managed service;
remove, obscure or alter any licence, copyright or proprietary notice;
circumvent any technical measure that controls access to a Package or enforces a plan limit, including sharing account credentials;
use them to build a competing product or service, or to benchmark them for publication without Systemorph's written consent;
use them in breach of applicable law, including export control and sanctions law.

5. Open-source components

5.1 Your open-source rights are not narrowed. Open-Source Components are licensed to you under their own licences, not under this Licence. Nothing in this Licence restricts any right those licences give you. Where a Package includes an Open-Source Component, that component's licence governs that component.

5.2 Third-party terms. Some Packages connect to third-party services or include third-party material with terms of their own — for example a model provider, a map service or a speech model. You are responsible for complying with those terms, and a Package that relies on a third-party account works only while you hold one.

6. Ownership and your content

6.1 Ownership. Systemorph and its licensors own all intellectual property rights in the Licensed Packages. This Licence grants you only the rights it states; all other rights are reserved.

6.2 Your Content stays yours. You keep all rights in Your Content. Because the Licensed Packages run in the Deployment, Systemorph has access to Your Content only where you give it access, for example for support, and then only to the extent needed for that purpose.

6.3 Feedback. If you give Systemorph suggestions about the Packages, Systemorph may use them without obligation to you.

7. Fees and payment

The licence fees, any maintenance and support fees, their currency and the billing interval are set out in the Order Form and are invoiced annually in advance unless the Order Form says otherwise. Invoices are payable within 30 days. Fees are exclusive of value added tax and any other applicable taxes.

Systemorph may suspend access to the Licensed Packages if fees remain unpaid 14 days after a payment reminder, and must restore access promptly once the overdue amount is paid.

8. Term, cancellation and termination

8.1 Term. This Licence starts when you accept it and continues for the "Term" described here. The Licence runs for the term stated in the Order Form and then renews for successive periods of 12 months, unless either party gives notice of non-renewal at least [three] months before the end of the current term. Fees paid for a term are not refunded on non-renewal.

8.2 Termination for breach. Either party may terminate this Licence with immediate effect by written notice if the other party materially breaches it and, where the breach can be remedied, does not remedy it within 30 days of being asked to.

8.3 Effect of ending. When this Licence ends, your right to use the Licensed Packages ends. You must stop using the Licensed Packages, remove them from the Deployment and, on request, confirm in writing that you have done so. Your Content in the Deployment remains under your control. Sections 4, 5, 6, 11, 12, 13 and 14 survive the end of this Licence.

9. Support

Maintenance, updates, support levels, response times and any included service days are set out in the Order Form. You are responsible for operating the Deployment, including its infrastructure, security, back-ups and the installation of updates Systemorph makes available, unless the Order Form assigns any of these to Systemorph.

10. Updates and changes

10.1 Updates. Systemorph continuously develops the Packages and may make updated versions available. Systemorph will not remove a Licensed Package from your Licence during a term you have already paid for without offering a reasonable substitute or a pro-rata refund.

10.2 Changes to this Licence. During a term, this Licence and the Order Form can be changed only by a written amendment signed by both parties. For a renewal term, Systemorph may propose a revised Licence or revised fees by giving notice at least [four] months before the end of the current term; you may then give notice of non-renewal under section 8.1.

11. Warranty

11.1 Limited warranty. Systemorph warrants that, for 90 days from the date a version of a Licensed Package is first made available to you, it will perform materially as described in its documentation. If it does not, and you tell Systemorph within that period, Systemorph will at its option correct the defect, provide a workaround, or — if neither is possible within a reasonable time — refund the fees paid for the affected Package for the remainder of the paid term. This is your sole remedy for such a defect.

11.2 No other warranties. Except as stated in section 11.1 and in the Order Form, and to the extent permitted by applicable law, the Licensed Packages are provided "as is", and Systemorph disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, and any warranty that they will be uninterrupted or error-free.

12. Liability

12.1 Unlimited liability. Nothing in this Licence limits or excludes liability for intent or gross negligence, for death or personal injury, or any other liability that cannot be limited or excluded under applicable law.

12.2 Excluded losses. Subject to section 12.1, neither party is liable for indirect or consequential loss, loss of profit, revenue, savings or goodwill, or loss or corruption of data that proper back-ups would have avoided.

12.3 Cap. Subject to section 12.1, each party's total liability arising out of or in connection with this Licence is limited to the fees paid and payable by you under this Licence in the 12 months before the event giving rise to the claim. This cap does not apply to your obligation to pay fees or to a breach of section 4.

13. Confidentiality and data protection

13.1 Confidentiality. Each party keeps the other's non-public information it receives in connection with this Licence — including the Order Form, pricing and any source code or security information — confidential, uses it only to perform this Licence, and discloses it only to its Affiliates, employees and advisers who need it and are bound by similar obligations. This does not apply to information that is or becomes public without breach, was already known to the recipient, is independently developed, or must be disclosed by law. This obligation lasts for three years after the end of this Licence, and indefinitely for source code and security information.

13.2 Data protection. Systemorph does not process personal data in Your Content as part of this Licence, because the Licensed Packages run in the Deployment. Where Systemorph accesses such data, for example during support, the data processing agreement referred to in the Order Form governs that access.

14. General

14.1 Assignment. You may not assign or transfer this Licence without Systemorph's prior written consent. Systemorph may assign it to an Affiliate or to a successor to its business on notice to you.

14.2 Severability. If a provision of this Licence is invalid or unenforceable, the rest remains in force, and the provision is replaced by a valid one that comes as close as possible to its economic purpose.

14.3 No waiver. A failure or delay in exercising a right is not a waiver of it.

14.4 Notices. Systemorph may give you notices by email to the address in your account or in the Order Form or in the Service. You may give Systemorph notices by email to sales@systemorph.com or by post to its registered address.

14.5 Language. This Licence is written in English. If it is translated, the English version prevails.

14.6 Governing law. This Licence is governed by the substantive laws of Switzerland, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.7 Jurisdiction. The courts of the city of Zurich, Switzerland have exclusive jurisdiction over any dispute arising out of or in connection with this Licence.