rConfig Enterprise Edition, Software Licence Agreement (EULA)

1. Licence Grant; Scope

1.1 Licence Grant

Subject to this Agreement and payment of applicable fees, rConfig grants Company a non-exclusive, non-transferable licence to:

• install, operate, and use the Software
• across Company's internal networks, infrastructure, and approved subsidiaries
• for Company's own internal business operations
• including multi-site, geo-distributed, or high-availability environments.

1.2 Subsidiaries and Affiliates

Company may permit its Affiliates to use the Software under this Agreement, provided Company remains fully responsible for each Affiliate's compliance.

1.3 Customisation & Enterprise Flexibility

Enterprise Edition permits:

• configuration through the UI, API, and documented interfaces
• custom integrations
• mutually agreed custom modules
• extensions developed under Professional Services or with rConfig's written approval

Source-code modifications are allowed only:

• where explicitly agreed in writing, or
• delivered under a Professional Services engagement.

1.4 Private Cloud, Hybrid & Multi-Region

Company may deploy the Software in:

• private cloud environments
• hybrid on-prem + cloud architectures
• multiple data centres
• high-availability clusters
• disaster recovery or standby nodes

Public cloud is permitted for Enterprise Edition provided it is for Company's own use.

1.5 MSP / Multi-Tenant Restriction

Enterprise Edition does not grant the right to:

• host the Software for third-party customers,
• operate the Software as a managed service offering,
• provide multi-tenant access to unrelated organisations.

Those rights require a Vector MSP Agreement.

2. Licence Term and Updates

2.1 Perpetual Licence

Unless otherwise specified in the relevant agreement, the Enterprise licence is perpetual, subject to compliance with this EULA.

2.2 Updates and Upgrades

Updates and Upgrades are provided only while Company has:

• an active Support subscription,
• an Enterprise maintenance contract, or
• a jointly agreed PS engagement that delivers updated components.

2.3 Enterprise Capacity

Device or node capacity limits are defined per:

• the Enterprise order form,
• contract,
• or custom scope-of-work ("SOW").

No default device limit applies to Enterprise Edition.

3. Copy and Use Terms

3.1 Back-up and DR Copies

Company may make reasonable copies of the Software for:

• back-up
• archival
• disaster recovery
• test and staging systems

provided all usage remains within Company's own organisation.

3.2 Multiple Installations

Enterprise Edition permits:

• unlimited installations within the licensed entity
• multiple instances for HA, DR, staging, testing, and sandboxing
• geographically distributed deployments

subject to contractual device/node limits.

3.3 General Restrictions

Company must not:

• sell, rent, or sublicense the Software;
• modify the Software except as permitted in Section 1.3;
• reverse engineer the Software, except as allowed by mandatory law;
• publish benchmarks without rConfig's written consent;
• use the Software to develop competing products;
• provide access to external customers except under a Vector licence.

4. Support, Maintenance & Services

4.1 Support Entitlement

Enterprise support entitlements are defined in:

• the applicable Enterprise Support Schedule,
• subscription agreement, or
• Master Services Agreement (if used).

4.2 Enterprise Support SLAs

Unless otherwise agreed:

• Critical issues: response within 4 hours, workaround or fix within 1 business day
• High severity: response within 1 business day
• Medium/Low: response within 2-3 business days

4.3 Enhanced Enterprise Rights

Enterprise Edition may include (as purchased):

• dedicated account manager
• PS hours
• architectural reviews
• performance tuning
• custom connectors / integrations
• pre-production testing support
• priority patch delivery
• direct Slack/Teams support channel

4.4 Fair Use

Excessive support consumption may require:

• upgrading to a higher support tier,
• purchasing additional hours, or
• moving to a Managed Enterprise Agreement.

4.5 Support Exclusions

rConfig may decline support when issues arise from:

• unsupported modifications,
• unsupported platforms,
• customer-created forks (unless approved),
• third-party components outside validated integrations.

5. Termination

5.1 By Company

Company may terminate at any time by ceasing use and uninstalling the Software. No fees are refundable unless expressly agreed.

5.2 For Breach

rConfig may terminate this Agreement for material breach not cured within 30 days of written notice.

5.3 Effect of Termination

Upon termination:

• Company must delete or return all copies of the Software;
• perpetual licence rights cease unless otherwise contractually stated;
• ongoing support obligations end.

5.4 End-of-Life

Support for specific versions follows rConfig's End-of-Life policy. End-of-Life does not terminate the perpetual licence.

6. Fees, Taxes & Audit

6.1 Fees

All fees are due within 30 days of invoice, non-refundable unless otherwise agreed.

6.2 Taxes

Standard transaction tax and withholding tax clauses apply.

6.3 Audit

Once per year, rConfig may request:

• deployment report,
• device count report,
• entitlement verification.

If overuse is detected, Company must:

• purchase additional capacity,
• pay any back fees, and
• pay any applicable reinstatement fees.

7. Confidentiality

Standard confidentiality provisions apply regarding the disclosure and protection of Confidential Information exchanged between the parties.

8. Intellectual Property

8.1 Ownership

rConfig retains all ownership of:

• Software
• Documentation
• updates, upgrades, patches
• derivative works
• architecture, schemas, algorithms

Company receives only the rights expressly granted.

8.2 Enterprise Customisation

Customisations created by:

• rConfig (via PS), or
• jointly developed work,

may be owned by rConfig or jointly owned per SOW.

Customer-created modules belong to the customer, except where derived from rConfig IP.

8.3 Open-Source Components

FOSS components are provided under their respective licences. Nothing in this EULA overrides those rights.

9. Warranty; Disclaimers; Liability

9.1 Limited Warranty

30-day warranty: Software materially conforms to documentation.

9.2 Exclusions

No warranty applies where issues arise from improper use, unauthorised changes, or third-party components.

9.3 Disclaimer

Except for the limited warranty: The Software is provided "AS IS".

9.4 High-Risk Systems

Enterprise customers may not use the Software in life-critical or safety-critical systems.

9.5 Liability

Each party's maximum aggregate liability is limited to the fees paid in the 12 months prior to the claim.

No liability for indirect or consequential damages.

10. Indemnification

Standard indemnification provisions apply, including Company's indemnification of rConfig for misuse of the Software and rConfig's IP indemnity for third-party claims, subject to standard indemnity procedures.

11. Data Protection

11.1 Privacy Policy & DPA

All Personal Data processing is governed by:

• rConfig Privacy Policy
• rConfig Data Processing Addendum (as applicable)

11.2 Self-Hosted Nature

Enterprise deployments do not transmit configuration data or device contents to rConfig unless:

• expressly enabled by Company, or
• required during a support session with permission.

11.3 Company Responsibility

Company is responsible for ensuring lawful processing of any Personal Data ingested into the Software.

12. Compliance with Laws

Both parties must comply with all applicable export control laws, sanctions regulations, and anti-corruption laws in their performance under this Agreement.

13. General Provisions

This Agreement is governed by the laws of Ireland. Disputes are subject to the exclusive jurisdiction of the Irish courts.

Standard provisions apply regarding:

• governing law (Ireland)
• jurisdiction (Irish courts)
• notices
• assignment
• severability
• no waiver
• force majeure
• entire agreement

14. Definitions & Interpretation

Key terms used throughout this Agreement include:

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "Confidential Information" means non-public information disclosed by one party to the other.
• "High-Risk System" means any system where failure could result in death, personal injury, or severe environmental damage.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• "Software" means rConfig Enterprise Edition software in object code form.
• "Support" means technical support and maintenance services as defined in the Enterprise Support Schedule.
• "Update" means bug fixes, patches, and minor improvements.
• "Upgrade" means new major versions or significant feature additions.
• "Personal Data" has the meaning given in applicable data protection laws.
• "Professional Services" means custom development, integration, or consulting services provided by rConfig.