GuilderWorks Software License Agreement

1. Who we are

GuilderWorks is a sole proprietorship established in the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 42195208, at Jazzroute 49, 4337 XB Middelburg ("GuilderWorks", "we", "us").

2. Definitions

• Software: a GuilderWorks program you downloaded or received, including its documentation and any updates we make available to you.
• License key: the text block we issue that unlocks the Software for a named licensee and a number of seats.
• Licensee ("you"): the person or organisation named in the license key or, during a trial, the person using the Software.
• Seat: the right for one individual person to use the Software.
• Update period: the period, stated in the license key, during which newly released versions of the Software are covered by your license.
• Release line: the versions of a product that carry the same year in their version number, for example 2027.0.0, 2027.1.0 and 2027.1.1, which together form the product's 2027 line. This is a way of numbering versions; it does not by itself determine the support period the law requires.
• Security fix: a version we release to correct a vulnerability in the Software.
• Consumer: a natural person acting for purposes outside their trade, business, craft or profession.
• Business user: any licensee who is not a consumer.

3. Trial

You may try the Software free of charge, with all features, for the trial period stated in the Software (30 days unless stated otherwise). When the trial ends, the Software stops performing its main functions until a valid license key is entered. You may not reset, extend or bypass the trial.

4. Your license

When you have obtained a license key, we grant you a non-exclusive license to use the Software, subject to this agreement:

1. 4.1 Perpetual. The license does not expire. It covers every version of the Software released on or before the last day of your update period, and the security fixes described in clause 5.
2. 4.2 Per person. Each seat allows one individual to use the Software on any number of computers that this person uses. A seat may not be shared by several people, whether at the same time or in turn.
3. 4.3 Organisations. An organisation assigns each seat to one individual. A seat may be reassigned to another individual when the first no longer needs it, for example when someone leaves or changes role, but not as a way of rotating one seat among several people.
4. 4.4 Shared computers. The Software and the license key may be installed for all users of a computer, provided the number of individuals who use the Software does not exceed your number of seats.
5. 4.5 Backups. You may make copies of the Software and the license key as needed for backup and deployment within these limits.
6. 4.6 Free functionality. Some products also offer functionality without a license key under the GuilderWorks Freeware License. This agreement governs only the functionality your license key unlocks and does not replace the Freeware License for the free functionality. If your license ends, you may keep using the free functionality under the Freeware License.

5. Updates

1. 5.1 The update period is one year from the date of purchase, unless the license key states otherwise.
2. 5.2 Versions released during the update period are covered by your license. After the update period ends you may keep using every covered version for as long as you wish.
3. 5.3 Versions released after the update period require a renewed license. Renewal is optional. A renewal extends the update period by one year, counted from the date of the renewal or, if your update period has not yet ended, from its last day.
4. 5.4 Security fixes. For each release line, the product page states the date until which we release security fixes for it. Until that date, security fixes for the last release line your license covers are free of charge and work with your license key, also after your update period has ended. A security fix is a new version within that release line and may contain other changes made in that line. Where a security fix cannot reasonably be made in your release line, we may instead give you, free of charge, a license key for a later release line that contains the fix. Such a key serves to deliver the security fixes of your original release line and does not change the date until which we release them. For consumers, this date does not shorten any longer period during which the law requires us to supply updates.
5. 5.5 Supported environment. For each release line, the product page states the operating system versions it supports. Security fixes do not add features, and they do not add support for operating system versions or third-party systems released or changed after that release line's supported environment was stated. That support may require a later release line.
6. 5.6 Staying informed. We announce new versions and security fixes at https://guilderworks.com/updates/. If you allow it, the Software also checks that page for new versions; if you do not, it cannot tell you that a newer version exists. Install security fixes promptly. When we release a security fix, we publish what it fixes, what may happen if you do not install it, and how to install it. If you do not install it within a reasonable time, we are not responsible for problems that the fix would have prevented, unless the failure was caused by shortcomings in our installation instructions.
7. 5.7 Apart from clause 5.4, we decide whether and when to release new versions, and this agreement does not oblige us to release updates. Nothing in this agreement excludes or limits update, vulnerability handling, conformity or other obligations that mandatory law places on us, or the rights consumers have under the law.

6. What you may not do

You may not:

1. 6.1 publish a license key or share it with anyone outside the individuals your seats cover;
2. 6.2 remove, disable or work around the license or trial mechanism;
3. 6.3 rent, lease, lend or sublicense the Software, or offer it as part of a service to third parties;
4. 6.4 decompile, disassemble or reverse engineer the Software, except to the extent that mandatory law expressly allows this;
5. 6.5 remove or alter copyright, trademark or license notices;
6. 6.6 use the Software in breach of applicable law.

7. License keys

1. 7.1 A license key is issued to the name you provide at purchase. That name is shown in the Software.
2. 7.2 Keep your license key confidential. You are responsible for its use within your organisation.
3. 7.3 If you lose your license key, contact us and we will reissue it within a reasonable time.
4. 7.4 We may stop honouring a license key in future versions of the Software if it has been published or shared in breach of this agreement, or if the purchase was refunded, including through a chargeback.

8. Transfer

You may transfer your license in its entirety and permanently to another person or organisation, provided that you stop using the Software and remove all copies, and that the recipient accepts this agreement. Please tell us about the transfer so that we can issue a license key in the recipient's name. A license may not be split and seats may not be transferred separately.

9. Ownership

The Software is licensed, not sold. GuilderWorks keeps all intellectual property rights in the Software. This agreement gives you only the rights it expressly states.

The Software contains third-party open-source components. These are licensed to you under their own terms, which the Software shows together with their copyright and attribution notices. For those components, their terms prevail over this agreement.

10. Your data and privacy

1. 10.1 The Software runs on your computer and works with your data there. It does not send your data, usage information or diagnostics to us, and it does not contact us to check your license key. We therefore have no access to the data you use the Software with. The only contact with us is the update check, if you allow it: the Software then downloads a public list of versions from our website and compares it on your computer, without sending your license key. As with any internet request, your IP address may be visible to our web server and content delivery provider and may be recorded in their logs; our privacy statement describes this, including how long the logs are kept.
2. 10.2 Where a product connects to other systems, it does so only to the systems you point it at, directly from your computer.
3. 10.3 Your data remains yours. Because the Software does not send it to us, we ordinarily have no access to it: you decide who has access to your computer and your data, and you are responsible for keeping backups and for securing the computers, accounts and credentials you use the Software with. This does not exclude liability or duties that mandatory law places on us.
4. 10.4 Since we do not process personal data on your behalf through the Software, no data processing agreement between you and us is needed for its use.
5. 10.5 What personal data we do process, when you buy from us, contact us or visit our website, is described in our privacy statement at https://guilderworks.com/privacy/.

11. Support

We provide support by email at support@guilderworks.com on a best-effort basis. We aim to answer within a reasonable time, but we do not guarantee response or resolution times. Support covers the current version of the Software.

12. Purchase, payment and refunds

1. 12.1 Purchases are processed by our authorised reseller, Paddle (Paddle.com Market Limited or the Paddle company named on your invoice), which is the seller of record: Paddle.com is the Merchant of Record for all our orders. Its terms apply to the payment, invoicing and taxes of your purchase.
2. 12.2 Refund within 14 days. Whether you are a consumer or a business user, you may ask for a full refund within 14 days of a purchase or renewal, without giving a reason, as set out in our refund policy at https://guilderworks.com/refund-policy/.
3. 12.3 Consumers in the EU also have a statutory right to withdraw from a distance purchase within 14 days. For digital content that is delivered immediately, this right may end once delivery has started, if you gave your express prior consent and acknowledged that you thereby lose the right of withdrawal. Clause 12.2 applies whether or not that happened.
4. 12.4 The refund policy applies in addition to your legal rights.

13. Warranty

1. 13.1 Consumers. You are entitled to Software that conforms to the agreement, as provided by law. If the Software does not conform, you have the remedies the law gives you. Nothing in this agreement excludes or limits the rights, conformity requirements, updates, remedies or other protections that apply to you under mandatory law, including the rules for digital content.
2. 13.2 Business users. To the extent permitted by law, the Software is provided "as is", and we give no warranties, express or implied, beyond those that cannot lawfully be excluded, including warranties of merchantability, fitness for a particular purpose and uninterrupted or error-free operation. We will make reasonable efforts to investigate and fix defects that you report and that we can reproduce; this is not a promise that every defect will be fixed, or within a particular time.
3. 13.3 The Software works together with operating system components and third-party programs that we do not control. Changes in those may affect how the Software works. Known limitations and the supported environment of each release line are listed on the product page.

14. Liability

1. 14.1 Nothing in this agreement excludes or limits liability for damage caused by our intent or deliberate recklessness, for fraud, for death or personal injury, or any other liability that cannot be excluded or limited by law. Nothing in this agreement excludes or limits rights or remedies under product liability law, including the rules implementing Directive (EU) 2024/2853.
2. 14.2 Business users. Subject to clause 14.1, and to the extent permitted by law: a. our total liability arising from or related to the Software or this agreement, whether in contract, in tort (including negligence) or otherwise, is limited to the greater of the total amount you paid for the license concerned, including renewals of its update period, and the minimum amount for the product concerned: EUR 1,000 for ginSock and EUR 500 for every other product; b. we are not liable for indirect or consequential damage, including loss of profit, loss of revenue, loss of business opportunity, business interruption and claims by third parties; c. we are not liable for loss or corruption of data to the extent that it results from your failure to keep reasonable, appropriate backups.
3. 14.3 Consumers. We are liable to you in accordance with the law. Nothing in this agreement excludes or limits your statutory rights or remedies.
4. 14.4 We recommend that you keep backups of your data and use the trial to check that the Software suits your purpose. For consumers, this does not affect your rights under clause 13.1 or our liability under clause 14.3.
5. 14.5 Tell us about a defect or claim within a reasonable time after you discover it, with enough information for us to investigate where you reasonably can. For consumers, notice within two months of discovery is always in time. This clause does not shorten a statutory limitation period or exclude a right that cannot lawfully be excluded.

15. Term and termination

1. 15.1 This agreement applies from the moment you install or use the Software and continues for as long as you use it.
2. 15.2 You may end it at any time by ceasing to use the Software and removing all copies.
3. 15.3 We may terminate your license if you seriously breach this agreement, for example by publishing a license key, and, where the breach can be remedied, you have not remedied it within 30 days of our written notice.
4. 15.4 When the license ends you must stop using the Software and remove all copies. Clauses 9, 14 and 18 continue to apply.

16. Changes to this agreement

We may publish new versions of this agreement. A new version applies to purchases made and Software versions first installed after its effective date. Software you already use under a license key remains governed by the version that applied when you obtained that key, unless you accept the newer one.

17. Export and sanctions

You may not use or pass on the Software in breach of export control or sanctions laws that apply to you or to us.

18. Governing law and disputes

1. 18.1 This agreement is governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
2. 18.2 Business users. Disputes are submitted exclusively to the District Court of Zeeland-West-Brabant (Rechtbank Zeeland-West-Brabant), the Netherlands.
3. 18.3 Consumers. You also keep the protection of the mandatory consumer law of the country where you live, and you may bring proceedings before the courts of that country.
4. 18.4 Before going to court, please contact us; we would like the chance to resolve a complaint directly.

19. General

1. 19.1 If a clause of this agreement is invalid or unenforceable, the rest remains in force. Towards business users, the clause is replaced by a valid one that comes as close as possible to its purpose. Towards consumers, an invalid clause simply does not apply and is not replaced.
2. 19.2 If we do not enforce a right at some point, that is not a waiver of it.
3. 19.3 This agreement, together with the license key and the documents it refers to, is the entire agreement between you and us about the Software.

20. Contact

GuilderWorks
Jazzroute 49
4337 XB Middelburg
The Netherlands
KvK 42195208 — VAT NL005573837B60
Phone: +31 85 369 5078
Email: info@guilderworks.com
Website: https://guilderworks.com