Reseller License Terms

Uniken Reseller License Terms

1. Scope and Application

These Invoice License Terms apply to any invoice, quotation, order document, renewal, true-up, back-payment, regularisation, settlement invoice, continuation invoice or similar commercial document issued by Uniken or any affiliated entity for software, technology, hosted services, SDKs, integrations, documentation, access rights, license continuation, past use, renewal, maintenance, support or related services. These Terms apply unless Uniken has signed a separate written agreement that expressly states it supersedes these Terms for the relevant invoice. Purchase order terms, vendor portal terms, email footers, procurement terms or other customer or reseller documents do not modify these Terms unless expressly signed by Uniken. These Terms apply only to business-to-business transactions. No consumer rights or consumer-use terms are intended.

2. Definitions

“Uniken” means the Uniken or affiliated contracting entity issuing the invoice or otherwise identified in the invoice.

“Licensed Materials” means any software, SDK, API, object code, integration component, hosted service, cloud service, security service, authentication service, documentation, configuration, update, release, patch, token, key, dashboard, report, connector, technical material or other technology made available by Uniken.

“Invoice” means the applicable invoice or commercial document issued by Uniken.

“Reseller” means the party invoiced by Uniken, where that party purchases or regularises rights for use by or on behalf of an end customer.

“End Customer” means the customer, client, bank, enterprise or other end user identified or reasonably understood from the Invoice or related commercial context.

3. Order of Precedence

The Invoice controls commercial variables only, including product, customer, End Customer, application, environment, geography, license period, usage metric, fees, currency and payment timing. These Terms control legal terms, restrictions, disclaimers, liability, support exclusions, intellectual property, confidentiality, termination, audit, dispute resolution and all protective provisions. These Terms prevail over any purchase order, procurement term, supplier portal term, vendor onboarding term, email term, customer policy, statement of work or other document, unless Uniken expressly signs a written override.

4. Narrow Interpretation of Scope

If the Invoice is silent, ambiguous or incomplete on any point, the narrowest reasonable interpretation applies in favour of Uniken. No broader rights are granted by implication, historic use, support history, technical enablement, prior access, previous deployments, course of dealing, email correspondence, operational necessity or continued system operation.

5. Conditional License Grant

Subject to Uniken’s receipt of cleared funds in full, Uniken grants the invoiced party a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to permit use of the Licensed Materials solely for the scope, period, customer, application, environment and purpose stated in the Invoice.No rights arise merely because an Invoice is issued, a quote is sent, technical access exists, license keys remain active, or systems continue operating.

6. Reseller and End Customer Use

Where the invoiced party is a Reseller, the Reseller may permit the named End Customer to use the Licensed Materials only to the extent necessary for the specific transaction identified in the Invoice.The End Customer receives no direct rights against Uniken. The Reseller remains fully responsible for all End Customer use, misuse, non-payment, overuse, claims, communications, support expectations and compliance with these Terms.

7. No Direct End Customer Rights

No End Customer, affiliate, contractor, systems integrator, distributor, channel partner or other third party receives direct rights against Uniken unless Uniken expressly agrees in writing. The Reseller is solely responsible for managing its relationship with the End Customer.

8. Past Use, Back Fees and Regularisation

If the Invoice relates to past use, overdue license fees, under-reported usage, undocumented usage, expired terms, renewal gaps, settlement, continuation, true-up or regularisation, the Invoice does not admit that such prior use was authorised, properly licensed, supported, compliant or paid. Any retroactive license regularisation is effective only to the extent expressly stated in the Invoice and only upon Uniken’s receipt of cleared funds. Uniken reserves all rights for any use, period, product, environment, customer, application, user volume or deployment not fully covered by the Invoice.

9. No Admission / Reservation of Rights

Issuing an Invoice, accepting payment, continuing technical access, participating in settlement discussions, providing temporary assistance, allowing systems to continue operating, or refraining from immediate suspension does not waive any rights, claims, remedies or positions of Uniken. Uniken expressly reserves all rights relating to prior unauthorised use, unpaid fees, underpayments, misreported usage, reseller non-compliance, intellectual property infringement, support outside contract, breach of prior arrangements or disputed historical conduct.

10. No Reliance

The Reseller and End Customer acknowledge that they have not relied on any statement, representation, assurance, forecast, roadmap, support comment, technical comment, pricing discussion, email or other communication not expressly set out in the Invoice or these Terms. No statement by sales, technical, support or operational personnel modifies these Terms unless confirmed in a written agreement signed by Uniken.

11. Restrictions

The Reseller and End Customer must not, and must not permit any third party to:

• copy, modify, adapt, translate, enhance or create derivative works of the Licensed Materials;
• reverse engineer, decompile, disassemble or attempt to derive source code, architecture, algorithms, keys, tokens, models, rules, logic or security mechanisms;
• access or use source code unless expressly provided under a signed written agreement;
• sublicense, assign, transfer, resell, distribute, rent, lease, lend, outsource or make available the Licensed Materials except as expressly stated in the Invoice;
• use the Licensed Materials for any customer, application, affiliate, environment, geography, volume, period or purpose not covered by the Invoice;
• use the Licensed Materials on a service bureau, managed service, outsourcing, bureau processing or application service provider basis;
• circumvent, disable, interfere with or avoid any license key, token, technical restriction, usage limit, access control, monitoring mechanism, security control or expiry mechanism;
• benchmark, performance-test, publish comparisons, disclose test results or make competitive assessments available to any third party;
• conduct penetration testing, vulnerability scanning, security testing, red-team testing or similar testing on the Licensed Materials or Uniken infrastructure without Uniken’s prior written consent;
• use the Licensed Materials to build, train, benchmark, improve or support a competing product or service;
• remove proprietary notices;
• allow access by a competitor of Uniken;
• use the Licensed Materials in violation of law, sanctions, export controls or applicable regulatory requirements.

12. Security Testing

Any security testing that may affect the Licensed Materials, Uniken systems, Uniken infrastructure, source code, object code, SDKs, APIs, hosted services or license controls requires Uniken’s prior written approval. Uniken may impose conditions on scope, timing, methodology, access, confidentiality, reporting, remediation and disclosure. No vulnerability, test result, security finding or technical analysis relating to Uniken may be disclosed to any third party without Uniken’s prior written consent, except where disclosure is strictly required by law.

13. No Support Unless Expressly Stated

No support, maintenance, SLA, update, upgrade, implementation, migration, professional service, code review, training, monitoring, incident response, support portal access or response commitment is included unless expressly stated in the Invoice or in a signed written agreement. Any support provided outside an express written support entitlement is discretionary, may be withdrawn at any time, and may be charged at Uniken’s then-current rates.

If expressly included in the applicable Invoice, Uniken will provide maintenance and support for the Licensed Materials on a 24×7 basis during the applicable license term, subject to these Terms and any usage, version, access, cooperation or support limitations specified by Uniken. Maintenance and support cover only issues that Uniken determines, in its sole discretion, are attributable to a defect, error or failure in the Licensed Materials. Uniken has no obligation to provide support for issues arising from customer applications, integrations, configurations, infrastructure, third-party systems, unsupported versions, modifications not made by Uniken, misuse, use outside the invoiced scope, or the acts or omissions of the Reseller, End Customer or any third party. If Uniken determines, in its sole discretion, that a support request is not caused by an issue in the Licensed Materials, Uniken may charge the Reseller for all related investigation, troubleshooting, consultation and support time at USD 250 per hour, subject to a minimum charge of four hours per support request, plus any applicable taxes, duties and expenses. Such charges are payable in addition to all license, maintenance, support or other fees stated in the Invoice.

14. No Emergency Support Obligation

Past urgent assistance, production support, weekend support, emergency response, incident participation, technical advice or goodwill support does not create any obligation to provide future support. Uniken has no duty to prevent outages, maintain customer operations, preserve production releases, issue keys, extend tokens, or provide out-of-hours support unless expressly agreed in writing.

15. Legacy and Unsupported Versions

Where the Licensed Materials relate to legacy products, legacy deployments, historic Uniken products, expired arrangements, out-of-date versions, unsupported versions, customer-hosted deployments, transition periods or regularisation of prior use, the Licensed Materials are provided “as is” and “as available.” Uniken does not warrant that legacy or unsupported versions will remain compatible, secure, compliant, functional, supportable or suitable for continued production use. Uniken may require upgrade, migration, code review, reimplementation or additional professional services as a condition of any support or continued licensing.

16. Versions, Updates and Deprecation

Uniken may modify, update, replace, deprecate, suspend or discontinue products, features, versions, APIs, hosted services, documentation, technical controls or support models at its discretion. Uniken has no obligation to maintain backwards compatibility or continue supporting any legacy version, customer integration, operating system, third-party dependency, mobile platform, API, SDK, infrastructure configuration or deployment model. Where support is expressly purchased, it applies only to versions Uniken designates as supported and only if the Reseller and End Customer promptly install updates, patches, upgrades or configuration changes reasonably required by Uniken.

17. Customer Environment and Integration Risk

The Reseller and End Customer are solely responsible for their applications, integrations, hosting environment, infrastructure, configurations, third-party systems, security settings, operational procedures, release management, testing, regulatory use, end-user communications and business decisions. Uniken does not underwrite, assume or accept responsibility for the Reseller’s or End Customer’s operational, banking, authentication, fraud, cybersecurity, compliance, regulatory, customer-impact or business-continuity risk.

18. No Sole-Risk or Mission-Critical Reliance

The Licensed Materials must not be used as the sole means of authentication, fraud prevention, compliance, security, access control, transaction approval, business continuity, regulatory compliance or mission-critical operation unless Uniken expressly agrees in a signed written agreement. The Reseller and End Customer must maintain independent controls, fallback procedures, disaster recovery, business continuity plans, migration plans, backup access methods and operational alternatives.

19. Regulatory Responsibility

The Reseller and End Customer are solely responsible for all banking, outsourcing, operational resilience, procurement, audit, regulator, cybersecurity, privacy, data residency, governance, internal approval and customer-facing obligations relating to their use of the Licensed Materials. Uniken does not accept any regulated outsourcing, critical third-party, audit, reporting, step-in, regulator-access or operational-resilience obligation unless expressly agreed in a signed written agreement.

20. User Caps, Usage Limits and Overages

Any usage metric stated in the Invoice is a binding limit. This may include users, registered users, devices, applications, transactions, environments, territories, business units, platforms, time periods or named customers. Any use above the invoiced scope requires Uniken’s prior written approval and payment of additional fees. Uniken may invoice overages at its then-current list or rack rates, suspend additional onboarding, restrict new activations, require a true-up, or terminate access where use exceeds the invoiced scope.

21. Technical Controls

Uniken may use license keys, tokens, activation controls, expiry dates, entitlement checks, usage limits, monitoring tools or other technical controls. Uniken has no obligation to issue, renew, extend, replace or modify any key, token or control unless the applicable fees have been paid and Uniken has agreed in writing. The continued technical operation of any system does not mean that use is contractually authorised, supported, renewed or paid. Suspension, expiry, key non-renewal, onboarding blocks, activation restrictions, feature restrictions or access disablement do not constitute breach by Uniken.

22. Fees, Taxes and Withholding

Fees are payable as stated in the Invoice. All fees are exclusive of taxes, duties, levies, import charges, withholding, bank charges and similar amounts. The invoiced party is responsible for all such amounts. Payments must be made without set-off, deduction, counterclaim, retention or withholding, except for withholding required by law. If withholding is required by law, the invoiced party must gross up the payment so Uniken receives the full invoiced amount, unless Uniken expressly agrees otherwise in writing.

23. Late Payment and Suspension

If any amount is not paid when due, Uniken may suspend or terminate license rights, access, support, services, keys, tokens or technical assistance without liability. Late amounts may accrue interest at the maximum rate permitted by law or, if lower, 1.5% per month. Uniken’s rights for non-payment are in addition to all other rights and remedies.

24. No Pricing Benchmark

Any discount, settlement, renewal, regularisation, credit, concession, payment plan, deferred payment or one-off commercial arrangement is specific to the Invoice and does not create any most-favoured-customer right, benchmark pricing, renewal pricing, future discount, waiver, course of dealing or obligation to offer similar terms.

25. Intellectual Property Ownership

The Licensed Materials are licensed, not sold. Uniken and its licensors retain all rights, title and interest in and to the Licensed Materials, including all software, object code, source code, SDKs, APIs, documentation, designs, inventions, trade secrets, know-how, configurations, updates, modifications, telemetry-derived improvements and related intellectual property. No ownership rights transfer under these Terms or any Invoice.

26. Customer Materials and Integration Indemnity

The Reseller and End Customer remain responsible for all customer applications, data, instructions, configurations, integrations, third-party software, app-store submissions, infrastructure, access credentials, user communications and operational decisions. The Reseller must indemnify Uniken for claims arising from those matters, including insecure implementation, customer modifications, third-party dependencies, integration failures, customer instructions, regulatory non-compliance or customer-facing representations.

27. Confidentiality and Settlement Confidentiality

The Licensed Materials, pricing, commercial terms, technical materials, security information, product architecture, documentation, reports, dashboards, test results and communications relating to Uniken are confidential and must not be disclosed except as strictly necessary for the invoiced transaction and subject to equivalent confidentiality obligations. If the Invoice relates to settlement, past use, regularisation, disputed fees, concessions or payment plans, those terms are strictly confidential and may not be disclosed to any End Customer, regulator, auditor or third party except where legally required.

28. Data and Compliance

The Reseller and End Customer are responsible for providing all notices, obtaining all consents, establishing all lawful bases, and complying with all privacy, banking, cybersecurity, procurement, outsourcing, operational resilience, export, sanctions and other laws applicable to their use of the Licensed Materials. Uniken is not responsible for the Reseller’s or End Customer’s legal basis for processing data, customer notices, regulatory approvals, internal governance, procurement approvals or third-party consents.

29. Export and Sanctions

The Reseller and End Customer must comply with all applicable export control, sanctions, import and technology-transfer laws. They must not use, export, re-export, transfer or make available the Licensed Materials in breach of such laws or for prohibited end uses or restricted parties.

30. Warranty Disclaimer

To the maximum extent permitted by law, the Licensed Materials and any related services are provided without warranties, conditions or representations of any kind, whether express, implied, statutory or otherwise. Uniken disclaims all implied warranties and conditions, including satisfactory quality, merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free performance, compatibility, security, regulatory compliance, availability, accuracy and suitability for production use.

31. Liability Cap

To the maximum extent permitted by law, Uniken’s total aggregate liability arising out of or relating to the Invoice, these Terms, the Licensed Materials, support, services, prior use, regularisation, renewal or continued access is limited to the amount actually received by Uniken under the specific Invoice giving rise to the claim. If no amount has been paid under the relevant Invoice, Uniken’s aggregate liability is zero to the maximum extent permitted by law. All liability protections apply to Uniken, its affiliates, licensors, officers, employees, contractors, advisers and representatives.

32. Excluded Losses

Uniken is not liable for indirect, consequential, special, incidental, punitive or exemplary losses, or for loss of profit, revenue, goodwill, anticipated savings, business opportunity, contracts, data, use, customers, reputation, business interruption, regulatory consequences, operational losses, fraud losses or replacement costs, even if Uniken was advised of the possibility.

33. Time Limit for Claims

Any claim against Uniken arising out of or relating to the Invoice, these Terms, the Licensed Materials, support, services, prior use, renewal, regularisation or continued access must be brought within twelve months of the event giving rise to the claim, unless a shorter period is permitted by law or a longer period is mandatory under applicable law.

34. Indemnity

The Reseller must indemnify Uniken against all losses, claims, damages, costs, expenses and liabilities arising from: use outside the invoiced scope; End Customer use; breach of these Terms; misuse of the Licensed Materials; unauthorised sublicensing or resale; non-payment; tax or withholding failures; regulatory or data protection failures; security testing; third-party claims relating to customer applications or environments; or any allegation that Uniken is responsible for the Reseller’s or End Customer’s business, operational, regulatory or customer-facing obligations.

35. Audit and Usage Verification

Uniken may request information reasonably necessary to verify usage, deployment, customer scope, license period, user volumes, environments and compliance with these Terms. The Reseller must provide accurate information promptly. If underpayment, overuse or unlicensed use is identified, Uniken may invoice additional fees at its then-current list or rack rates, plus audit or verification costs, interest and any applicable taxes.

36. Injunctive and Equitable Relief

The Reseller acknowledges that breach of restrictions, confidentiality, intellectual property rights, security testing controls, reverse engineering restrictions or misuse of the Licensed Materials may cause irreparable harm. Uniken may seek injunctive, equitable or urgent relief in any court of competent jurisdiction without needing to prove special damages or post security, to the extent permitted by law.

37. Termination

Uniken may terminate or suspend rights immediately if: payment is not made; use exceeds the Invoice; restrictions are breached; the Reseller or End Customer challenges Uniken’s rights; continued use may create legal, regulatory, security, reputational or commercial risk; or Uniken has reason to believe the Licensed Materials are being misused. Upon termination, all use must cease immediately, and all copies of Licensed Materials must be deleted or returned unless Uniken agrees otherwise in writing.

38. Survival

Clauses concerning restrictions, payment, taxes, intellectual property, confidentiality, warranty disclaimer, liability, indemnity, audit, no admission, reservation of rights, governing law and dispute resolution survive expiry or termination.

39. Reasonableness of Risk Allocation

The parties acknowledge that these Terms apply to commercial parties, that the fees reflect the allocation of risk in these Terms, that the Reseller and End Customer are best placed to manage their own operations, regulatory obligations, customer relationships, insurance, fallbacks and business continuity, and that the exclusions and limitations in these Terms are reasonable in the circumstances.

40. No Third Party Rights

Except for Uniken affiliates and licensors, who may enforce protections benefiting them, no person other than Uniken and the invoiced party may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise. End Customers receive no direct enforcement rights against Uniken.

41. Changes to Website Terms

Uniken may update these Terms from time to time. The version applicable to an Invoice is the version referenced by the Invoice or available at the referenced URL on the invoice date, unless Uniken states otherwise.

42. Governing Law and Jurisdiction

These Terms, each Invoice and any dispute or non-contractual obligation arising from or relating to them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that Uniken may seek injunctive, equitable, debt recovery or enforcement relief in any court of competent jurisdiction.