IMPORTANT NOTICE

BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

THIS IS A BUSINESS-TO-BUSINESS LICENSE AGREEMENT. THE SOFTWARE MAY ONLY BE USED FOR BUSINESS OR PROFESSIONAL PURPOSES.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SOFTWARE. 

1. PARTIES

This Software License Agreement (“Agreement”) is entered into between:

Haulmont Technology Limited, registered in England and Wales (company number 06657184), with registered office at 16 Great Queen Street, Covent Garden, London, WC2B 5AH (“Haulmont”)

and

the individual or legal entity using the Software (“Customer”).

2. DEFINITIONS

“Flowset Software” means all software products provided by Haulmont, including:

• Flowset Studio
• Flowset Control Enterprise

“Studio” means Flowset Studio, a proprietary development tool.

“Control” means Flowset Control, including both open source and Enterprise versions.

“Tasklist” means Flowset Tasklist, an open source application for managing user tasks in BPM systems.

“Enterprise Features” means proprietary functionality available only under a paid subscription.

“Subscription” means a time-limited license to use Enterprise Features.

“Engines” means BPM engine instances connected to Flowset Control.

“Add-ons” means additional licensed features, including but not limited to AI functionality and advanced security features.

“Affiliate” means any entity controlling, controlled by, or under common control with a party.

3. LICENSE MODELS

3.1 Flowset Studio

Flowset Studio is provided free of charge under a proprietary license.

Customer is granted a non-exclusive, non-transferable license to use Studio solely for internal development, educational, and demonstration purposes.

3.2 Flowset Control Open Source and Flowset Tasklist

Flowset Control Open Source and Flowset Tasklist are licensed under the Apache License 2.0.

Use of these components is governed solely by the Apache License 2.0.

3.3 Flowset Control Enterprise

Flowset Control Enterprise is provided under a commercial subscription license.

Use of Enterprise Features is governed by this Agreement.

4. LICENSE GRANT

Subject to compliance with this Agreement, Haulmont grants Customer a non-exclusive, non-transferable, non-sublicensable license to:

• deploy and use the Software within Customer’s internal infrastructure or cloud environments (including public or private cloud), solely for Customer’s internal business purposes
• Customer may purchase a Subscription on behalf of its client, provided that the Software is used exclusively within that client’s environment and for that client’s internal business purposes.

The Software is licensed, not sold.

5. RESTRICTIONS

Customer shall not:

• provide access to the Software to any third party as a hosted, SaaS, managed service, or service bureau offering;
• use the Software for the benefit of third parties;

Provided, however, that the two restrictions above shall not apply to:

• development of software solutions for Customer’s clients, provided that the Software itself is not made available to such clients; or
• cases where a Subscription is purchased on behalf of a client and the Software is deployed within that client’s environment for that client’s sole internal business use, in accordance with this Agreement.

Customer shall not:

• sublicense, sell, lease, distribute, or otherwise commercialize the Software;
• circumvent or attempt to circumvent any license limitations or restrictions, including but not limited to limitations on the number of Engines;
• remove, alter, or obscure any proprietary notices or branding contained in the Software;
• reverse engineer, decompile, or disassemble the Software, except where permitted by applicable law.

6. FLOWSET STUDIO TERMS

Studio may be used free of charge, without time limitation, subject to the following:

• use is limited to internal development purposes, including development of software for Customer’s own use or for its clients, provided that the Software itself is not made available to third parties
• Studio may not be redistributed or embedded into third-party products
• Studio may not be used as part of any hosted or commercial service

 Haulmont may modify, update, or discontinue Studio at its discretion.  

7. FLOWSET CONTROL ENTERPRISE

7.1 Subscription

Enterprise Features require an active Subscription.

The license is issued per Customer and may cover multiple installations.

7.2 Engine Limit

Use of Enterprise Features is limited by the number of Engines specified in the Subscription.

Customer may deploy multiple instances of the Software, provided that the total number of connected Engines does not exceed the licensed limit.

Flowset may, upon reasonable notice, request information necessary to verify Customer’s compliance with the license terms.

In case of non-compliance, Customer agrees to promptly pay applicable fees for additional usage.

7.3 Trial

Haulmont may provide a time-limited trial.

During the trial:

• all Enterprise Features may be available
• Engine limits may not apply

Upon expiration:

• Enterprise Features are disabled or restricted
• the Software continues to operate under open source functionality

Haulmont may extend the trial upon request at its sole discretion.

7.4 Add-ons

Add-ons may be licensed separately.

• Add-ons require an active Subscription
• Add-ons are subject to the same licensing constraints as the core Subscription unless otherwise specified.

8. SUBSCRIPTION EXPIRATION

Upon expiration of a Subscription:

• Enterprise Features are disabled or restricted
• the Software may continue to operate with functionality available under applicable open source licenses.
• certain features may be available in read-only mode

Customer may renew the Subscription to restore full functionality.

9. UPDATES AND SUPPORT

During an active Subscription, Customer is entitled to:

• access updates to the Software
• receive support as defined by the applicable plan

After expiration:

• access to updates and support is no longer provided

10. THIRD-PARTY SOFTWARE

The Software may include third-party components licensed under separate terms.

Customer agrees to comply with all applicable third-party license terms.

Haulmont is not responsible for third-party software.

11. INTELLECTUAL PROPERTY

All intellectual property rights in the Software belong to Haulmont or its licensors.

No ownership rights are transferred to the Customer.

12. DATA AND TELEMETRY

The Software may transmit limited technical information to Haulmont for:

• license validation
• product improvement

Such information is limited to technical and usage data and does not intentionally include Customer business data. All such data is handled in accordance with applicable data protection laws, including GDPR. Refer to privacy policy for more information.

13. DISCLAIMER OF WARRANTY

The Software is provided “as is” without warranties of any kind, to the maximum extent permitted by law.

14. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Haulmont shall not be liable for:

• indirect, incidental, or consequential damages
• loss of data, revenue, or business

Total liability shall not exceed the fees paid by Customer during the preceding 12 months.

15. TERM AND TERMINATION

This Agreement remains in effect until terminated.

Haulmont may terminate this Agreement if Customer:

• materially breaches its terms
• fails to comply with license restrictions

Upon termination:

• all license rights cease
• Customer must stop using Enterprise Features

16. PUBLICITY

In case if Customer makes payment for a commercial Subscription, Haulmont may state publicly (e.g. on its website and/or in promotional/marketing literature) that the Customer has purchased the Software, and may use Licensee's name and logo in Haulmont's public statements referencing the Customer’s use of the Software.

17. CHANGES TO THIS AGREEMENT

Haulmont may update or modify this Agreement from time to time.

For existing Customers, the version of the Agreement in effect at the time of Subscription purchase or renewal shall apply for the duration of the applicable Subscription term.

Any updated version of this Agreement will apply upon renewal of the Subscription or upon Customer’s acceptance of the updated terms.

Continued use of the Software after such acceptance constitutes agreement to the updated terms.

18. GOVERNING LAW AND DISPUTES

Any relationships between the Parties to this License, including those related to its conclusion, existence, validity, interpretation, execution, breach, refusal to perform, or termination shall be governed by the UNIDROIT Principles of International Commercial Contracts (2016) and, with respect to issues not covered by such Principles, by the law of England and Wales.

In case of any inconsistency between the provisions of the UNIDROIT Principles and this License, this License shall prevail.

The Parties irrevocably agree that any dispute, controversy or claim arising out of or in connection with this License, including any question regarding its conclusion, existence, validity, interpretation, execution, breach, refusal to perform, or termination, and including non-contractual disputes or claims, shall be referred to and finally resolved by the London Court of International Arbitration (LCIA Court) under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the city of London, the United Kingdom. The language to be used in the arbitral proceedings shall be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.