GENSoftware Standard Library License

1. Acceptance

By downloading, installing, copying, or otherwise using the Software you accept this license and agree to be bound by it. If you do not accept it you must not use the Software and must delete all copies in your possession. Where you accept this license on behalf of an organisation, you confirm that you have authority to bind that organisation to it.

2. Definitions

In this license the following terms have the meanings given below.

"GENSoftware" (also "we", "us", and "our") means GEN, trading as GENSoftware, the licensor of the Software.

"Software" means the program, script, library, extension, or other work supplied by GENSoftware under this license, including its source code where supplied, its object and executable forms, its configuration and data files, and its accompanying documentation.

"You" (also "your") means the individual or organisation exercising the rights granted by this license.

"Your Organisation" means the legal entity you belong to, together with any parent or subsidiary in which that entity holds more than fifty per cent (50%) of the voting interest.

"Distribute" means to supply, publish, transmit, sell, sublicense, or otherwise make available to any person outside Your Organisation, in original or modified form, whether or not for charge.

"Modification" means any change, addition, removal, adaptation, translation, or other derivative work based on the Software.

"Library File" means each GEN standard library file licensed to you under your Order, such as standard.php or standard-sso.php, as supplied by GENSoftware.

"Site File" means the file standard-site.php loaded by the Library File, together with any other file written by you that calls or is loaded by the Library File.

"Update" means a revised release of the Library File that GENSoftware makes available to holders of this license.

"Order" means the quotation, order form, invoice, or written agreement under which GENSoftware supplies the Software to you, including any renewal of it.

"Maintenance Period" means the twelve (12) months beginning on the date of the Order, and each following period of twelve (12) months for which the Maintenance Fee has been paid.

"Development Rates" means the rates GENSoftware charges for development work at the time the work is ordered.

"Managed Service" means a service under which GENSoftware builds, hosts, or operates a website or application for you and you have no access to its source code.

"Managed Site" means each website or application in which GENSoftware uses the Software to provide a Managed Service to you.

"Framework Agreement" means the GEN Framework Agreement published at https://www.gen.uk/index.php?page=framework, as accepted by Your Organisation.

"Interface" means the names, parameters, and return values of the functions and constants in the Library File, the documentation comments that describe them, and any function reference summary in its file header.

"License Number" means the reference GENSoftware assigns to your license and records in the file header of each Library File supplied to you.

3. Grant of Rights

Subject to payment of the License Fee and to the terms of this license, GENSoftware grants you a perpetual, non-exclusive, non-transferable, non-sublicensable license to install, run, and copy the Software for the internal business purposes of Your Organisation, including in websites and applications that Your Organisation operates for its own customers. You may install it on any number of systems that Your Organisation owns or controls, including cloud instances operated on your behalf. The perpetual right applies to the version supplied with the Order and to each Update you receive under this license.

4. Managed Sites

Where the Software is used only in Managed Sites, the Grant of Rights above does not apply. Instead, GENSoftware grants you a non-exclusive, non-transferable license to use the Software as part of every Managed Site provided to Your Organisation, for as long as the Rental Fee is paid. A single Rental Fee covers all of your Managed Sites, however many there are. Updates are applied by GENSoftware as part of the Managed Service, and no Maintenance Fee is payable.

Where a Managed Service ends, your license to use the Software in that Managed Site ends with it. If you wish to continue using a Managed Site that includes the Software, whether you operate it yourself or another supplier does so for you, you must first purchase a perpetual license under this license by paying the License Fee. On payment, the Library File and the Site File will be supplied to you, and the remaining sections of this license apply from then on. The Rental Fee ends when no Managed Service remains, or when you purchase a perpetual license.

5. The Library File and the Site File

The Software is designed so that the Library File is the same for every licensee and every installation, apart from the License Number in its header, and everything particular to you lives in the Site File. You must not modify, adapt, or create derivative works of the Library File, and you must not remove or alter any notice or file header in it. Any customisation, extension, configuration, or additional function you need belongs in the Site File, which the Library File loads for that purpose.

Your Site File is your own work and remains yours, subject to the rights of GENSoftware in the Software it builds upon. Nothing in this license restricts what you put in it, provided it does not copy substantial parts of the Library File.

If you find a defect in the Library File or need a change that cannot be made in the Site File, tell us. Changes of general benefit are made in the Library File and supplied to every licensee as an Update. A modified Library File is not covered by the maintenance, warranty, or support provisions of this license.

Each Library File supplied to you, including each Update, carries your License Number in its file header. You must not remove, alter, or obscure it, and it identifies the license under which that copy was supplied.

Nothing in this section restricts any act that the Copyright, Designs and Patents Act 1988 permits a lawful user to carry out and which cannot be excluded by agreement.

6. Derived Code

Any copy, adaptation, or translation of the Library File or of a substantial part of it is a copy of the Software for the purposes of this license, remains the property of GENSoftware, and is subject to this license. This includes a version in which functions, variables, or constants have been renamed, code has been reordered or reformatted, comments have been removed, or the code has been rewritten in another programming language, and code produced from the Library File by automated or machine-assisted means, including an artificial intelligence or code-generation tool.

You may not use the source code of the Library File to develop, or to help another person develop, a library or other software that reproduces or substitutes for the Software. Nothing in this section restricts your Site File, or any act that the Copyright, Designs and Patents Act 1988 permits and which cannot be excluded by agreement, including observing, studying, or testing the Software to determine the ideas and principles underlying it.

7. AI and Code-Generation Services

Development tools, including those using artificial intelligence, may read and index the Interface without restriction, for example to provide autocompletion, parameter hints, and documentation, or to help you write code that calls the Software. Reading the Interface in this way is not a breach of confidentiality.

Beyond the Interface, you must not supply the Library File, or any substantial part of it, to an artificial intelligence or code-generation service for the purpose of reproducing, rewriting, or translating it, and you must not allow it to be used to train or improve any such service. Where a development tool can read the rest of the Library File in the ordinary course of work on your Site File, you must use that tool only under terms that prevent its provider from retaining the code or using it for training. Supplying the Library File to a service in breach of this section is a disclosure of confidential information and a Distribution of the Software.

8. Fees

For each Library File you pay a one-off License Fee and an annual Maintenance Fee or, where the Software is used only in Managed Sites, an annual Rental Fee instead. The amounts are those stated in your Order or, where it does not state them, our published prices at https://www.gensoftware.dev/frameworks.php on the date of the Order. The first Maintenance Period is included in the License Fee; the Maintenance Fee and the Rental Fee are payable annually in advance.

standard-sso.php is an add-on to standard.php and is licensed only to holders of a license for standard.php under this license.

GENSoftware may change the Maintenance Fee or the Rental Fee from the start of any Maintenance Period by giving you at least sixty (60) days written notice.

Each fee is charged once for Your Organisation. The License Fee covers every system, site, and application that Your Organisation operates, and the Rental Fee covers every Managed Site, so no fee is charged per site.

Fees are stated in pounds sterling (GBP) and are exclusive of VAT, which is payable in addition where it applies. Invoices are payable within thirty (30) days of their date. Fees already paid are non-refundable except where this license or the law provides otherwise.

9. Updates and Maintenance

During each Maintenance Period you are entitled to receive every Update that GENSoftware releases, supplied as a replacement Library File. Because your own code is kept in the Site File, an Update is applied by replacing the Library File. You are responsible for testing an Update in your own environment and applying it promptly.

You must nominate at least one technical contact and keep their details current. GENSoftware will notify each Update to your technical contacts by email and will state whether it is a security update. You must apply a security update within fourteen (14) days of our notice of it, and GENSoftware is not liable for any loss that applying it within that period would have avoided. Where your maintenance has lapsed we may still tell you that a security update exists, but you are entitled to receive it only by resuming maintenance. For Managed Sites, GENSoftware applies Updates itself and no notice is needed.

The Software is mature and stable, and the Maintenance Fee secures your entitlement to Updates as and when they are released; it does not guarantee a minimum number or frequency of Updates.

GENSoftware will use reasonable endeavours to keep each Update compatible with existing Site Files. Where an Update requires a change to the Site File, we will say so in the release notes supplied with it.

If you do not renew maintenance, your license to use the Software continues, but your entitlement to Updates ends with the last Maintenance Period paid for, and you keep the most recent Update supplied before then. You may resume maintenance at any time by paying the Maintenance Fee for each Maintenance Period that has lapsed since your entitlement ended, together with the fee for the current Maintenance Period.

10. Support

The License Fee, Maintenance Fee, and Rental Fee do not include support, except that for standard-sso.php the Maintenance Fee or Rental Fee includes setting it up with one authentication backend. Support, advice, installation assistance, and development work, including help with your Site File, are available on request and are charged at our Development Rates for the time spent. We will agree the scope of any substantial piece of work with you before it starts. Support applies to an unmodified Library File at the most recent Update.

11. Reporting Defects

Report defects in the Software, including security vulnerabilities, through the Standard Library project set up for Your Organisation in the GENSoftware bug tracker at https://mantis.gensoftware.dev, using the accounts we provide. Reports in that project are visible only to you and to GENSoftware, and a fix released in an Update is described in its release notes without identifying who reported it. If the bug tracker is unavailable, report the defect using the contact details on our Support pages.

You must not publish code from the Library File, or details of a vulnerability in it, anywhere other than in a report to GENSoftware under this section. You must not use a vulnerability in the Software to obtain access to any system that is not your own.

12. GEN Services

Some functions in the Software connect to online services operated by GEN, such as document generation and other interfaces. This license covers the Software only. It does not include access to any GEN service, which is available only under a separate agreement, may require its own credentials and fees, and may be changed or withdrawn on reasonable notice. Functions that depend on a service you are not entitled to use will not operate, and their failure is not a defect in the Software.

13. No Distribution

You may not Distribute the Software. This includes publishing it to a public or shared code repository, supplying it to a customer, or including it in a product, package, or installation that you supply to another person. Contractors working for you may be given access with our prior written consent, where they are bound by obligations at least as protective as this license and retain no copies once their engagement ends. Distribution within your own products requires a separate license, which we are happy to discuss.

14. Transfer and Change of Control

This section applies in place of the provisions on assignment and transfer in the General section. You may not sublicense this license. You may not assign or transfer it without the prior written consent of GENSoftware, which will not be unreasonably withheld where it is transferred together with the whole of the business that uses the Software, or within a reorganisation of Your Organisation, and the person receiving it agrees in writing to be bound by this license.

This license covers Your Organisation as it stood on the date of the Order, together with any subsidiary you later establish. A business you later acquire, and any person who later acquires control of you, is not covered and requires its own license to use the Software.

If another person acquires control of you, whether by the purchase of shares or otherwise, this license continues for you and for the entities it covered immediately before that change, and for the websites and applications they operate. It does not extend to your new parent or to any other entity in its group. You must tell us in writing within thirty (30) days of any such change.

In this section "control" has the meaning given in section 1124 of the Corporation Tax Act 2010.

15. Source Code and Confidentiality

The Software is supplied only to organisations that have accepted the Framework Agreement. Its source code is confidential information of GENSoftware, supplied to you in confidence, and is subject to the confidentiality provisions of the Framework Agreement, which continue to apply after this license, and any other relationship between us, has ended. You must restrict access to it to those within Your Organisation who need it for their work. Where this license and the Framework Agreement conflict on confidentiality, the Framework Agreement prevails.

16. Intellectual Property

The Software is protected by copyright and other intellectual property laws. GENSoftware retains all right, title, and interest in the Software, including in every copy of it and in every Update. This license grants you the rights expressly set out in it and no others; no rights are granted by implication or otherwise, and nothing in it transfers ownership of the Software to you.

17. Trade Marks

This license grants no rights in the GEN or GENSoftware names, logos, or other trade marks. You may use them only to identify the origin of the Software accurately, as required by the section on notices, and never in a way that suggests sponsorship, affiliation, or endorsement of your own product or service.

18. Compliance with Law

You must comply with all laws that apply to your use of the Software, including data protection, export control, and sanctions legislation. You must not export, re-export, or make the Software available to any person or in any territory where doing so would breach an applicable trade restriction, and you must not use the Software for any unlawful purpose.

19. Term and Termination

This license begins on the date of the Order and continues indefinitely. Either party may terminate it on written notice if the other commits a material breach that is not corrected within thirty (30) days of notice, and GENSoftware may terminate it where the License Fee remains unpaid after notice. Failure to renew maintenance is not a breach and does not end the license. On termination you must stop using the Software, delete all copies within thirty (30) days, and confirm in writing that you have done so if we ask. The sections on confidentiality, intellectual property, liability, and general terms survive termination.

20. Warranty

GENSoftware warrants that it is entitled to grant this license, and that for ninety (90) days from delivery of the Software, and of each Update, the Library File will perform substantially in accordance with its documentation when used on a supported version of PHP. Your remedy for breach of this warranty is, at our option, correction of the Library File or a refund of the License Fee or, for an Update, of the Maintenance Fee for the Maintenance Period in which it was supplied.

This warranty does not apply where a fault arises from modification of the Library File, from the content of your Site File, or from hardware, third-party software, services, or data outside our control.

Except as set out in this section, and to the extent permitted by law, the terms implied by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982, including as to satisfactory quality and fitness for a particular purpose, are excluded. You are responsible for satisfying yourself that the Software is suitable for your intended use, for testing it before you rely on it, and for maintaining backups appropriate to the value of your data.

21. Limitation of Liability

Nothing in this license excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

Subject to the paragraph above, GENSoftware is not liable for loss of profit, loss of business, loss of revenue, loss or corruption of data, loss of goodwill, or for any indirect or consequential loss, however it arises.

Subject to the first paragraph of this section, the total liability of GENSoftware in connection with the Software, whether in contract, tort (including negligence), or otherwise, is limited in aggregate to the total fees you have paid under the Order.

22. General

This license is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with it.

If any provision of this license is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force. A failure or delay in enforcing a provision is not a waiver of it.

This license, together with any written agreement you have signed with GENSoftware and any notices supplied with the Software, is the entire agreement between us in respect of the Software and replaces any earlier understanding. Where a signed agreement conflicts with this license, the signed agreement takes precedence.

GENSoftware may publish revised license terms for future releases. The terms supplied with a release govern that release; issuing a new version of this license does not change the terms of a release you already hold. You may not assign or transfer this license without our prior written consent, although GENSoftware may assign it as part of a transfer of its business or assets.