SepoDesk Software Licence Agreement

IMPORTANT — READ BEFORE INSTALLING. This Agreement is a binding contract between you ("Licensee") and Euneolink Solutions ("Licensor"). By purchasing, downloading, installing, or using SepoDesk ("the Software"), you accept these terms. If you do not accept them, do not purchase, download, install, or use the Software.

SepoDesk is sold in tiers. Each tier is a perpetual, one-time purchase licence. You pay once for the tier, version, and Installation purchased. There is no subscription, recurring licence fee, renewal requirement, or licence expiry. Support periods differ between tiers, but the licence itself is perpetual in every tier.

There is no licence key and no activation check. The Software does not contact Licensor to verify your right to use it, or to verify which tier you hold, in order to run. Receiving update packages, however, requires a registered account as described in Section 9 — this is a delivery requirement, not a technical lock on use, and does not affect the perpetual nature of the licence.

1. Definitions

"Software" means SepoDesk, including the SepoEngine framework, the bundled applications, the Modules included in Licensee's Tier, the documentation, all update packages, and every component distributed with it by Licensor.

"Core" means every part of the Software except a Licensee Application. In particular, Core includes the SepoEngine/ directory and everything within it, the bundled applications, the Modules, the installer, the update subsystem, and the front-end core and widget libraries.

"Tier" means the licence level purchased by Licensee — Silver, Gold, or Premium, or any further tier Licensor may publish — as identified in the purchase terms.

"Account" means the Licensee's registered account at https://sepodesk.com/ (or successor location Licensor designates) against which a Tier purchase is recorded, and through which update packages are delivered under Section 9.

"Module" means a documentation or application module published by Licensor and distributed as part of the Software, including those listed in Section 3.

"Included Module" means a Module that falls within Licensee's Tier under Section 3.

"Licensee Application" means an application, plugin, theme, module, integration, or extension written by or for Licensee that runs on the Software's application framework and is contained within the directories or extension locations the documentation designates for that purpose.

"Third-Party Application" means an application, module, plugin, theme, extension, documentation module, or other component published by a person or organization other than Licensor.

"Publisher" means the person or organization that publishes a Third-Party Application.

"Publisher Access" means the right, granted with certain Tiers, to participate in Licensor's publisher programme and distribute Third-Party Applications for SepoDesk under the terms of that programme.

"Configuration" means the environment file, resource definitions, content files, front-matter settings, stylesheets, and other values the documentation designates as intended to be edited by Licensee.

"Installation" means one deployment of the Software serving one production domain or hostname, unless the purchase terms expressly provide otherwise.

"End User" means a person who accesses a Licensee Installation but does not hold a licence to the Software themselves.

"Licensee Service" means a website, application, platform, membership service, business service, SaaS product, marketplace, store, learning service, booking service, or other service created, operated, or provided by Licensee using SepoDesk.

"SepoDesk Service" means offering SepoDesk itself, substantially the Software's general-purpose functionality, or access to the Software as a product or hosted software service to third parties.

2. Purchase and Grant of Licence

Subject to payment of the applicable purchase price for a Tier and continued compliance with this Agreement, Licensor grants Licensee a perpetual, worldwide, non-exclusive, non-transferable licence to:

1. install and operate the Software, comprising the Core and Licensee's Included Modules, on the number of Installations covered by the purchase, together with development, staging, testing, and local copies that serve the same Licensee and are not accessible to End Users;
2. edit the Software's Configuration for Licensee's own use;
3. develop, deploy, operate, and commercially exploit Licensee Applications;
4. create and commercially operate Licensee Services, including commercial websites, applications, platforms, membership services, marketplaces, stores, booking systems, learning platforms, business systems, and SaaS businesses built using SepoDesk; and
5. permit End Users to access a Licensee Installation for the purpose of using the Licensee Service.

Unless the purchase terms state otherwise, one purchase covers one Installation, in every Tier. Additional Installations require additional licences.

The licence is perpetual and does not expire. It may be terminated only as provided in Section 16.

The Purchase Does Not Transfer Ownership

The purchase of SepoDesk does not transfer ownership of SepoDesk or its Core to Licensee.

The purchase grants Licensee the right to use the Software under this Agreement, at the Tier purchased. All right, title, and interest in the Software and Core remain with Licensor.

Licensee does not acquire the right to sell, redistribute, sublicense, rent, lease, publish, or otherwise commercially transfer SepoDesk itself.

3. Tiers and Included Modules

The Tier purchased determines which Modules are licensed to Licensee, the support Licensee receives, and whether Licensee has Publisher Access and early-access rights.

Prices, the current tier list, and the current module allocation are published at https://sepodesk.com/ and stated at the point of purchase. This Section governs how Tiers operate; it does not fix prices.

Every Tier includes the SepoEngine Core, the bundled applications, the installer, the update subsystem, system and app updates, developer documentation, community access, commercial deployment rights, and SaaS development rights as described in Section 4.

3.1 Tiers Are Cumulative

Each Tier includes every Module included in the Tiers below it. The Modules named against Gold and Premium in the table above are the Modules that Tier adds.

3.2 Modules Outside the Tier

A Module that is not an Included Module for Licensee's Tier is not licensed to Licensee.

Licensee shall not install, run, copy, extract, or otherwise use a Module outside its Tier, whether obtained from an update package, another Installation, a backup, a third party, or the Module Uploader.

Licensor may deliver update packages that contain only Licensee's Included Modules, but is not obliged to, and the absence of a technical restriction does not grant a licence. Use of a Module outside Licensee's Tier is a breach of Section 6.

3.3 Movement of Modules Between Tiers

Licensor may reassign a Module to a lower Tier as it matures. Where Licensor does so, Licensees of that lower Tier become entitled to that Module, at no additional cost, from the date of the reassignment.

Licensor will not move a Module to a higher Tier in a way that withdraws an entitlement already granted to an existing Licensee. Once a Module is an Included Module for Licensee's Tier, it remains one for that Licensee.

3.4 Future Modules

New Modules are released into the Premium Tier and may move down under Section 3.3.

For Premium Licensees, every Module Licensor publishes for the major version purchased is an Included Module at no additional cost.

For Silver and Gold Licensees, a new Module becomes an Included Module only if and when Licensor reassigns it to that Tier or below.

This Section does not extend to:

• a future major version of the Software, which Licensor may release as a separate paid product under Section 9;
• a Third-Party Application; or
• a product that Licensor publishes as a separate product in its own right rather than as a Module of the Software.

3.5 Upgrading a Tier

Licensee may upgrade to a higher Tier at any time by paying the difference between the price Licensee paid and the current published price of the higher Tier, unless the purchase terms state otherwise.

An upgrade is perpetual on the same basis as the original purchase, and takes effect from the date the upgrade is paid. Support periods run from the date of the upgrade for the benefits the upgrade adds.

There is no downgrade, and no partial refund for a Tier's unused benefits.

3.6 Tier Boundaries Are Contractual

The Software contains no licence key, tier check, or activation mechanism. Licensee's Tier is established by the purchase terms, not by the Software.

Licensee is responsible for ensuring that the Installation it runs contains only its Included Modules.

4. What Licensee May Build and Sell

SepoDesk is intended to be used as a platform on which Licensee can build and operate its own products and services. Commercial deployment rights and SaaS development rights are included in every Tier.

Licensee may use SepoDesk to create and commercially operate:

• websites;
• web applications;
• SaaS businesses;
• membership platforms;
• online stores;
• booking systems;
• learning platforms;
• customer portals;
• internal business systems;
• marketplaces;
• content platforms;
• directories;
• community platforms;
• APIs and backend services;
• Licensee Applications; and
• other products or services built on top of SepoDesk.

Licensee retains ownership of the original applications, content, configurations, designs, data, and other original works created by Licensee, subject to any rights belonging to Licensor or third-party publishers.

SaaS Is Permitted

Licensee may operate a SaaS business using SepoDesk, in every Tier.

For example, Licensee may use SepoDesk as the underlying software for a subscription service in which customers access a website, application, dashboard, marketplace, store, learning platform, booking system, or other service created by Licensee.

The restriction is against selling or providing SepoDesk itself as the SaaS product.

Licensee must not expose SepoDesk itself as a general-purpose software product or provide customers with a hosted instance of SepoDesk for their own independent use as a replacement for purchasing their own licence.

In simple terms:

You may build a SaaS business on SepoDesk. You may not turn SepoDesk itself into the SaaS product you sell.

5. Third-Party Applications, Modules, and Publisher Access

SepoDesk may support applications, modules, plugins, themes, documentation modules, integrations, and other components published by Licensor or by independent third-party Publishers.

Such components are not automatically included in the purchase of any Tier unless the applicable purchase terms expressly state otherwise.

A Publisher may choose to make a component:

• free;
• paid;
• subscription-based;
• licensed under separate terms;
• open source; or
• available under another licence or commercial arrangement.

The price and licence terms of a Third-Party Application are determined by its Publisher, not by this Agreement, unless Licensor is itself the Publisher.

Separate Publisher Rights

Purchasing SepoDesk does not give Licensee a right to obtain, redistribute, resell, sublicense, or commercially exploit a Third-Party Application except as permitted by that application's own licence terms.

Likewise, purchasing or installing a Third-Party Application does not give the Publisher ownership of SepoDesk.

Each Publisher retains the rights applicable to its own component.

Free Does Not Mean Included

A Third-Party Application may be available at no cost without becoming part of the purchased SepoDesk licence.

A Publisher may also later change the price, distribution method, support terms, or licensing terms of future versions of that Publisher's component, subject to the terms applicable to versions already licensed by Licensee.

Publisher Access

Gold and Premium Tiers include Publisher Access; Premium additionally includes Verified Publisher status.

Publisher Access permits Licensee to publish Third-Party Applications for SepoDesk and is governed by the publisher programme terms published by Licensor and accepted by Licensee at the point of enrolment. Those terms are separate from, and additional to, this Agreement.

Publisher Access and Verified Publisher status:

1. do not grant any right to redistribute the Core or any Module;
2. do not extend Licensee's Included Modules;
3. may be suspended or withdrawn for breach of this Agreement or of the publisher programme terms; and
4. carry no guarantee of listing, placement, promotion, featuring, sales, or revenue.

Featured publisher opportunities, private developer discussions, and similar benefits are offered at Licensor's discretion and are not guaranteed by this Agreement.

Discounts and Publisher Benefits

Where a Tier includes discounts or benefits on applications and modules, those apply to components published by Licensor, at the rates published by Licensor from time to time. Licensor may change or withdraw them for future purchases.

Licensee has no right to a discount on a Third-Party Application unless its Publisher offers one.

6. Restrictions

Licensee shall not:

1. resell SepoDesk itself, whether modified or unmodified;
2. redistribute, sublicense, rent, lease, lend, or otherwise transfer the Software, Core, or any Module to another person or organization;
3. sell, assign, or otherwise commercially transfer the SepoDesk licence as a standalone product;
4. publish, mirror, upload, or otherwise make the Software's source code or update packages available to persons who do not hold their own licence, including through a public or shared code repository, file-sharing service, or forum;
5. offer SepoDesk itself as a hosted software product, software subscription, white-label general-purpose platform, or other SepoDesk Service;
6. provide third parties with access to a hosted installation for the purpose of allowing them to use SepoDesk itself as their own general-purpose software platform;
7. install, run, or otherwise use a Module that is not an Included Module for Licensee's Tier, or circumvent the Tier boundaries set out in Section 3;
8. modify the Core, except as expressly permitted by Section 7;
9. remove, obscure, or alter any copyright, trademark, or attribution notice in the Software;
10. use the Software to build a product whose primary purpose is to reproduce and compete with SepoDesk itself as a general-purpose software platform;
11. use the Software for any unlawful purpose or in violation of any law applicable where Licensee operates.

Permitted Commercial Use

The restrictions above do not prevent Licensee from commercially exploiting a Licensee Service.

Licensee may charge its customers for access to a service, application, website, platform, subscription, membership, store, marketplace, learning system, booking system, or other product that Licensee has built using SepoDesk.

The customer is purchasing or subscribing to Licensee's service, not purchasing the SepoDesk licence.

For example:

Sections 6.1 through 6.7 are material. Breach of any of them may terminate this Agreement under Section 16, without refund.

7. Core Code

Licensee may not modify the Core. Licensee may read it, study it, debug against it, and rely on it — but the Core Licensee runs must be the Core Licensor shipped.

This is not only a legal restriction. The update subsystem replaces Core files in place. A modified Core may have those modifications overwritten by a future update or may cause the update to fail. Licensee bears the consequences of either situation.

Licensee may, without breaching this Section:

1. edit Configuration as defined in Section 1;
2. create, modify, and delete Licensee Applications freely;
3. use documented extension points — including hooks, plugins, resource definitions, templates, and app registration — to change the Software's behaviour;
4. maintain a temporary local Core modification for the sole purpose of diagnosing a defect, provided it is not deployed to a production Installation and is reported to Licensor rather than retained as a production modification.

Where Licensee needs behaviour the extension points do not provide, the supported route is to request it from Licensor. Licensor is not obliged to implement any request, in any Tier.

If Licensee modifies the Core in breach of this Section, Licensor's support obligations and every warranty in this Agreement cease in respect of that Installation, and Licensee is solely responsible for the result.

8. Source Code

The Software is distributed as PHP and JavaScript source, which is inherently readable, and Licensee receives the complete source of the Core and of its Included Modules.

The Software is not open source.

Access to readable source grants no right beyond the licence granted by this Agreement.

Readability does not permit:

• redistribution;
• resale;
• publication;
• sublicensing;
• offering the Core as a service;
• use of a Module outside Licensee's Tier; or
• modification of the Core except where expressly permitted.

Licensee may inspect the source without restriction and is encouraged to do so.

9. Updates and Support

Updates

Update packages are delivered to Licensee through Licensee's Account. Licensee must register and maintain an Account at https://sepodesk.com/ (or the successor location Licensor designates), with that Account recorded against Licensee's Tier purchase, in order to receive update packages. Licensor has no obligation to deliver an update to an Installation whose Account has not been registered and verified against a valid Tier purchase.

Subject to Licensee maintaining a registered Account under a purchased Tier, Licensee is entitled, in every Tier, to all updates Licensor releases for the major version purchased — covering the Core, the bundled applications, and Licensee's Included Modules — for as long as Licensor releases them, at no further cost beyond the original Tier purchase. Updates are delivered through the Software's update subsystem or by download once Licensee's Account and Tier have been verified.

This Account requirement governs the delivery of updates only. It does not create a subscription, a recurring fee, or an expiry of the licence granted under Section 2. The licence to install and run the Software already delivered to Licensee remains perpetual under Section 2 regardless of whether Licensee registers an Account or continues to receive further updates.

Support by Tier

Support is provided through the channel and to the response expectations stated at the point of purchase.

Silver — installation support. Assistance with installing the Software and bringing a first Installation into service on a supported hosting environment. Where no period is stated at the point of purchase, installation support is included for ninety (90) days from purchase.

Gold — twelve (12) months, priority. General support covering the Core and Licensee's Included Modules, handled ahead of Silver requests in Licensor's queue. Where no period is stated at the point of purchase, support is included for twelve (12) months from purchase.

Premium — lifetime support (LTS), priority. General support covering the Core and Licensee's Included Modules, with no fixed end date, handled at the highest priority in Licensor's queue.

Lifetime support means support for the major version purchased, for as long as Licensor continues to publish and support that major version. It is not a warranty that Licensor will trade indefinitely, and it does not extend to a future major version released as a separate paid product.

Expiry of a support period does not affect the licence, which remains perpetual in every Tier.

Feature Requests and Bug Fixes

Where a Tier includes priority for feature requests or bug fixes, that priority governs the order in which Licensor considers a request. It is not a commitment to implement any feature, to fix any specific defect, or to do so within any period. Licensor retains sole discretion over its roadmap.

Support Does Not Extend To

• an Installation with a modified Core;
• an Installation running a Module outside Licensee's Tier;
• a Licensee Application;
• a Third-Party Application;
• a defect Licensee cannot reproduce on an unmodified Installation; or
• Licensee's hosting environment.

Change Between Versions

Licensor may modify, add, or remove features between versions and is not obliged to preserve any specific feature, API, Module, or file format across major versions.

10. Early Access, Beta, and Preview Material

Gold and Premium Tiers include early access to new applications and Modules. Premium additionally includes beta and preview access.

Early access, beta, and preview material is provided for evaluation, at Licensee's own risk, and:

1. is expressly excluded from every warranty in this Agreement, and from the support obligations in Section 9;
2. may be incomplete, unstable, or removed, renamed, or redesigned before general release;
3. may never reach general release at all;
4. may not be redistributed, published, or disclosed to any person who does not hold a licence at the Tier concerned, where Licensor has designated it confidential; and
5. is subject to Section 3 — evaluating a pre-release Module does not make it an Included Module for a Tier that does not include it on general release.

Licensee should not deploy early access, beta, or preview material to a production Installation, and does so entirely at its own risk.

11. Licensee Data and Responsibilities

Licensee's data — including content files, application databases, uploaded files, enrollment records, form submissions, order and booking records, and End User information — remains Licensee's property.

Licensor claims no ownership interest in Licensee's data.

Licensee is solely responsible for:

1. backing up its data, including database contents and Software file-backed data directories;
2. securing its hosting environment, credentials, encryption keys, and administrative accounts, and for retaining the plaintext of any encrypted or hashed value it sets that Licensor cannot recover;
3. compliance with any data protection, privacy, consumer, tax, or sector regulation applicable to its use, including in respect of End User personal data;
4. the accuracy and lawfulness of content it publishes through the Software;
5. removing the installer from any production Installation after installation, as the documentation directs; and
6. ensuring that customers and End Users receive only the access and rights that Licensee is entitled to provide under this Agreement.

Licensee acknowledges that the Software includes administrative interfaces capable of writing executable code, installing code into a running system, and reading and altering database contents and schema — including, in the Premium Tier, the Module Uploader and the Database Viewer — and that restricting access to those interfaces is Licensee's responsibility.

Code installed through the Module Uploader is a Licensee Application or a Third-Party Application, not part of the Core, and Licensor gives no warranty and provides no support in respect of it.

12. Payment Processing

The Software provides integrations with third-party payment providers.

Licensor is not a party to any transaction between Licensee, its End Users, and any payment provider, and is not a payment processor, money transmitter, or merchant of record.

Licensee is solely responsible for its agreements with payment providers, transaction fees, chargebacks, settlement, tax collection and remittance, and regulatory compliance in respect of payments.

Licensor gives no warranty as to the availability, accuracy, or continued operation of any third-party payment integration and may remove or replace one in a future version.

Some payment integrations are marked in the documentation as beta or unsupported. Licensee uses those at its own risk and against Licensor's recommendation.

13. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Licensor does not warrant that the Software will be uninterrupted, error-free, free of vulnerabilities, or that it will meet Licensee's requirements.

Licensor does not warrant that any particular Module will continue to be published, that any Module will move to a lower Tier, or that any specific future Module will be released.

Licensee assumes all risk arising from its use of the Software.

Nothing in this Section excludes any warranty or right that cannot be excluded under applicable law.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, NOR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSOR'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE LICENCE, INCLUDING ANY AMOUNT PAID TO UPGRADE BETWEEN TIERS.

Nothing in this Section limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited under applicable law.

15. Indemnity

Licensee shall indemnify and hold Licensor harmless against any claim, demand, loss, or expense (including reasonable legal fees) arising from:

• Licensee's use of the Software in breach of this Agreement;
• content Licensee publishes through the Software;
• Licensee's handling of End User data;
• a Licensee Application;
• a Third-Party Application published by Licensee under Publisher Access;
• a Licensee Service;
• Licensee's agreements with its customers or End Users; or
• any claim brought by an End User against Licensor in respect of Licensee's Installation or Licensee Service.

16. Termination

This Agreement takes effect on first purchase, download, installation, or use and continues perpetually unless terminated under this Section.

Licensor may terminate immediately, without refund, on written notice if Licensee breaches the material restrictions concerning resale, redistribution, sublicensing, unauthorized transfer, use of Modules outside Licensee's Tier, or offering SepoDesk itself as a service.

For any other breach, Licensor will give written notice and thirty (30) days to remedy before terminating.

Licensee may terminate at any time by ceasing use and deleting all copies of the Software.

On termination Licensee shall stop using the Software and delete all copies, excluding:

1. Licensee's own data and Licensee Applications; and
2. archival backups retained solely for legal or accounting compliance and not restored into use.

Termination does not entitle Licensee to a refund except as provided in Section 18.

Sections 3, 6, 7, 8, 11, 13, 14, 15, and 19 survive termination.

17. No Resale or Transfer of the Licence

The SepoDesk licence is granted to the original purchaser and may not be sold, resold, sublicensed, assigned, auctioned, rented, leased, or otherwise transferred to another person or organization. This applies to every Tier.

Licensee may sell, transfer, or discontinue a business or service built using SepoDesk, but such a transaction does not transfer the SepoDesk licence to the purchaser unless Licensor expressly agrees to such transfer in writing.

The purchaser of a Licensee Service, website, business, application, or other product built using SepoDesk does not automatically acquire any licence to SepoDesk itself, at any Tier.

If the purchaser of a business requires its own SepoDesk Installation or licence, that purchaser must obtain the appropriate licence independently.

18. Refunds

Because the Software is delivered as complete, readable source, a refund cannot undo delivery. Refund eligibility is therefore as stated at the point of purchase.

Where no refund terms are stated, Licensee may request a full refund of the purchase price of its Tier within fourteen (14) days of purchase, provided Licensee has deleted all copies of the Software and confirms this in writing.

A payment made to upgrade between Tiers is refundable on the same basis, within fourteen (14) days of the upgrade payment; on refund of an upgrade, Licensee's licence reverts to the Tier held before the upgrade and Licensee shall delete every Module that is no longer an Included Module.

Licensee's licence terminates on refund of the original purchase price.

Refunds are not available where the material restrictions of this Agreement have been breached.

19. General

Governing law. This Agreement is governed by the laws of the Republic of Zambia, and the parties submit to the exclusive jurisdiction of the courts of Zambia.

Entire agreement. This Agreement, together with the purchase terms applicable to the Tier purchased and, where Licensee holds Publisher Access, the publisher programme terms, constitutes the entire agreement between the parties and supersedes all prior discussions.

Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder continues in force.

No waiver. Failure to enforce any provision is not a waiver of it.

Amendment. Licensor may revise this Agreement, its Tiers, its prices, and its module allocation for licences sold in future. A revision does not apply retroactively to a licence already purchased, which remains governed by the version in force at the time of purchase, except where Section 3.3 grants an existing Licensee an additional entitlement.

Notices. Notices to Licensor shall be sent to the contact address published at https://sepodesk.com/. Notices to Licensee shall be sent to the email address given at purchase.

20. Third-Party Components

The Software is built without external runtime dependencies. Where any third-party component, font, icon set, application, module, or other component is included, it is listed with its applicable licence terms in NOTICE.md or the relevant documentation.

Third-party licence terms govern the applicable third-party component.

Nothing in this Agreement grants Licensee rights in a third-party component that the applicable third-party licence does not provide.

Euneolink Solutions https://sepodesk.com/

Licence version 1.2 — effective 24 September 2026