amber.systems software licence schedule

Version 2026-08-18 - last updated 18 August 2026

1. When this schedule applies

1.1 This Software Licence Schedule applies where an Order Form incorporates it for proprietary software, libraries, SDKs, command-line tools, agents, appliances, source code or other software supplied for installation or operation outside an amber.systems Hosted Service (Licensed Software).

1.2 This schedule forms part of the Contract together with the General Terms of Business. Support and maintenance apply only where the Support and Maintenance Schedule is incorporated.

1.3 Open-source software remains governed by its applicable open-source licence and is not relicensed under this schedule except to the extent we own separate proprietary components.

2. Order Form and licence metrics

2.1 The Order Form should identify:

• the Licensed Software and version or release channel;
• whether the licence is perpetual or subscription-based;
• the licence mode under section 3;
• permitted users, devices, sites, instances, environments, affiliates and territories;
• any redistribution, embedding or source-code rights;
• Fees and renewal terms;
• included updates, support and maintenance; and
• any third-party components or additional terms.

2.2 If a metric is not stated, the default is use by the Customer and its personnel on systems owned, leased or controlled by the Customer for its internal business purposes.

3. Licence modes

3.1 Subject to payment of Fees and the Contract, we grant the licence mode selected in the Order Form:

Internal Use Licence

A non-exclusive, worldwide, non-transferable licence during the stated term to install, execute, copy and use the Licensed Software for the Customer’s internal business purposes.

Integration Licence

The Internal Use Licence plus a right to integrate the Licensed Software into the Customer’s own systems, applications and workflows and to make resulting functionality available to the Customer’s Authorised Users and End Users, without distributing the standalone Licensed Software.

Redistribution or OEM Licence

The rights expressly stated in the Order Form to embed, reproduce, distribute, sublicense or make the Licensed Software available as part of a Customer product. No redistribution right is implied merely because source code, an SDK or an API is provided.

3.2 A licence may be perpetual only where the Order Form expressly says so and the relevant Fees are fully paid. Support, hosted dependencies, updates and third-party services may still be term-limited.

3.3 The Customer may permit its affiliates, contractors and service providers to exercise licensed rights solely for the Customer’s benefit, provided they are bound by obligations no less protective than the Contract. The Customer remains responsible for their use.

4. Permitted technical use

4.1 Subject to the licence metrics, the Customer may:

• make reasonable installation, deployment, test, backup and disaster-recovery copies;
• use virtualisation, containers and automated deployment;
• observe, test, benchmark and analyse the Licensed Software;
• reverse engineer, decompile or disassemble it for lawful interoperability, compatibility, security research, debugging or evaluation;
• modify source code supplied under the licence where technically available; and
• create internal adaptations and integrations.

4.2 Section 4.1 does not authorise the Customer to:

• access another customer’s or another person’s data, credentials or systems;
• remove third-party licence notices;
• represent a modified version as an official or supported amber.systems release;
• distribute the Licensed Software beyond the selected licence mode; or
• use a licence key, entitlement or hosted dependency after its authorised term or capacity ends.

4.3 We may decline support for an unsupported modification, but the modification is not prohibited merely because we do not support it.

4.4 Benchmark results may be published if they fairly identify the tested version, configuration, methodology and material modifications and do not disclose our Confidential Information.

5. Copies, records and licence verification

5.1 Every copy must retain copyright and licence notices to the extent reasonably practicable.

5.2 The Customer must maintain reasonable records sufficient to determine compliance with user, device, instance or redistribution metrics.

5.3 No more than once in any 12-month period, we may request a written self-certification of compliance. A more intrusive audit is permitted only where we have reasonable evidence of material under-licensing and must be conducted during Business Hours, on reasonable notice, with minimal disruption and appropriate confidentiality.

5.4 If an audit identifies material under-licensing, the Customer must purchase the required licences from the date the excess use began and reimburse reasonable audit costs. Otherwise, we bear our audit costs.

5.5 The Licensed Software may use proportionate licence-validation or update checks disclosed in the Documentation. It must not collect Customer Content for licence enforcement unless necessary and disclosed.

6. Delivery and installation

6.1 We will provide the Licensed Software through the delivery method stated in the Order Form.

6.2 The Customer is responsible for hardware, operating systems, dependencies and installation unless implementation is expressly included.

6.3 Where we provide installation assistance, the Professional Services Schedule applies if incorporated.

6.4 The Customer must verify downloads and signatures where we provide a checksum, signature or provenance record.

7. Source code

7.1 Source code is supplied only where the Order Form or applicable open-source licence provides for it.

7.2 Where proprietary source code is supplied, the Customer may use and modify it within the selected licence mode. The source code is our Confidential Information unless the Order Form says otherwise.

7.3 Supplying source code does not transfer ownership. An assignment applies only where expressly stated.

7.4 Source escrow applies only where separately agreed, including defined release conditions and an escrow provider.

8. Third-Party Materials

8.1 Licensed Software may include Third-Party Materials. Their licences and notices govern those components.

8.2 We will make material notices reasonably available in the distribution, Documentation or accompanying bill of materials.

8.3 The Customer must comply with any third-party term that is reasonably necessary for the licensed use and made available before acceptance.

8.4 We are not responsible for a third-party component to the extent a defect, withdrawal or licence change is outside our reasonable control, but we will use reasonable efforts to provide a workaround, replacement or migration path where the component is material.

9. Ownership and customer modifications

9.1 We and our licensors retain ownership of the Licensed Software, Documentation and Provider Materials.

9.2 The Customer retains ownership of Customer Materials and of original code it independently creates. Where a Customer modification incorporates or derives from proprietary Licensed Software, the Customer owns its original contribution but may use and distribute the combined work only within the licence granted here.

9.3 The Customer is not required to assign improvements or modifications to us. If it voluntarily contributes a patch for inclusion in the official product, the parties will agree an appropriate licence or contribution arrangement before incorporation.

10. Updates, upgrades and support

10.1 An Update corrects defects or security issues or makes a minor compatible improvement. An Upgrade is a major release or substantial new capability.

10.2 Updates and Upgrades are included only where stated in the Order Form or Support and Maintenance Schedule.

10.3 We may end support for a version on reasonable notice. Unless urgent security or third-party withdrawal requires less, we will aim to give at least 90 days’ notice before ending support for a generally available version.

10.4 A perpetual licence to an existing version does not require us to provide new versions, hosted dependencies, signatures, activation services or support indefinitely unless expressly agreed.

11. Warranty

11.1 For 30 days after initial delivery, we warrant that the Licensed Software will materially conform to the Documentation when used in a supported environment.

11.2 If the Customer reports a reproducible material non-conformity within that period, we will use reasonable efforts to correct it, provide a workaround or replace the affected item. If none is reasonably possible, we may terminate the affected licence and refund a reasonable proportion of the Licence Fees.

11.3 The warranty does not cover an issue caused by unsupported use, Customer modification, an incompatible dependency, failure to follow Documentation, malicious activity or a third-party environment outside our control.

11.4 Except as stated, no software is guaranteed uninterrupted, error-free, secure or suitable for an unstated purpose.

12. Security and vulnerability reporting

12.1 The Customer may conduct good-faith security testing of the Licensed Software within systems, accounts and data it owns or is authorised to use.

12.2 Report vulnerabilities to security@amber.systems. Our public security policy applies to amber.systems-operated systems; this section grants equivalent permission to inspect a lawfully licensed local copy without affecting third-party systems or data.

12.3 We may provide a security Update where reasonably necessary. The Customer remains responsible for deciding when and how to deploy it unless maintenance is included.

13. Termination and end of licence

13.1 A subscription licence ends when the relevant Contract terminates. A perpetual licence continues after termination except where:

• the Customer has not paid the applicable Fees;
• continued use is unlawful;
• a court or settlement requires cessation because of infringement; or
• the Contract is terminated for a material licence breach that the Customer fails to remedy.

13.2 When a term-limited licence ends, the Customer must stop using the Licensed Software and delete proprietary copies, except for a protected archival copy retained solely where required by law.

13.3 Termination does not restrict rights in open-source components or other rights that cannot lawfully be withdrawn.

13.4 Customer data stored locally remains under the Customer’s control. Data held in an amber.systems Hosted Service is handled under the applicable hosted-service schedule and DPA.

14. Contact

Licence and commercial enquiries may be sent to hello@amber.systems.