Module Licence Terms

1. What is licensed

These terms form part of an Order that incorporates them with our Terms & Conditions. They apply to proprietary modules, extensions, code, documentation and updates supplied by Midori Ventures Ltd trading as Midoriweb (“Software”). Software is licensed, not sold outright. Payment or delivery of readable source code does not transfer copyright or grant unrestricted use.

The product description and Order must identify the customer, product, supported platform, licence type, permitted deployments and duration. An expressly agreed broader licence takes priority. Open-source and third-party components remain governed by their applicable licences; these terms do not restrict rights those licences grant or require a fee for exercising them.

2. Permitted installations and access

Unless the Order expressly states otherwise, one licence permits one production deployment for one named customer/legal entity and one registered primary website/domain. Its www alias, language or store views serving the same licensed website are included. Separate businesses, independent live storefronts, separate production installations or additional primary domains require additional licences or written permission, even when hosted on the same server, Magento installation or account.

Non-public development, staging and backup copies solely supporting that licensed production deployment are permitted. They must not operate as additional live shops, provide paid services to third parties or be publicly distributed. A replacement server or domain migration may use a temporary parallel copy solely for the migration; notify us beforehand and retire the previous live deployment promptly after the switch. Registration changes remain subject to any disclosed activation process and will not be unreasonably withheld for a legitimate same-customer migration.

Your employees and appointed developers may access the Software only as necessary to install, test, configure or maintain your licensed deployment under appropriate confidentiality. They receive no independent licence and must not reuse it for another client. An agency buying for clients needs a licence for each named client unless it has an express reseller or agency agreement. Ownership of an agency account does not create unlimited client licences.

3. Perpetual licences, subscriptions and update plans

A perpetual licence, where expressly sold as such, permits continued use of the purchased version within its licence scope after full payment, unless validly terminated for a material licence breach. It does not promise perpetual updates, support, hosting or future platform compatibility.

A subscription licence permits use only during the paid subscription term. Cancelling renewal normally leaves use available until the end of the paid term, after which use must stop and operational copies must be removed unless another licence is agreed. A separately sold updates/support subscription attached to a perpetual licence ends access to those ongoing services when it expires; it does not end the underlying perpetual right to the purchased version. We will identify which model applies before you order.

Trials and evaluation licences are limited to the stated purpose, period and environments and must not be used in production unless expressly authorised. Renewal prices, intervals, minimum terms and cancellation methods must be disclosed before agreement. The cancellation page explains renewal and refund arrangements. These terms do not themselves enable automatic charging.

4. Copying, distribution and misuse

Except as expressly licensed or permitted by mandatory law, you must not:

• Copy or install the Software beyond the licensed scope, share licence keys or allow unauthorised users or entities to use it.
• Sell, sublicense, rent, lend, redistribute, publish or upload proprietary Software or source code to public repositories, download sites, marketplaces, file-sharing services or “nulled” software collections.
• Remove copyright or licence notices, falsify activation details, bypass licence controls or use stolen, leaked or fraudulently obtained copies.
• Provide the Software as a hosted/resold service for other businesses, white-label it or bundle it into a competing product without written permission.
• Copy protected code, documentation or other protected expression into a competing product, or use access to enable another person's infringement.

Necessary customer-specific modifications to readable source are permitted solely for the licensed deployment, provided notices remain intact and the modifications do not circumvent licensing. You own your independently created additions; our underlying Software remains ours. Modifications may require separate support work and must not be represented as an unmodified Midoriweb release.

Nothing prohibits lawful backup copying, observation, study, testing, interoperability work, decompilation or other acts to the extent mandatory law permits them despite a contractual restriction. Nor do we claim ownership of general ideas or independently written code merely because it competes with our products.

5. Compatibility, updates and support

Check the published supported platform/version and requirements before purchasing. We provide the functionality and compatibility described for the purchased release. A future platform update, third-party extension conflict or heavily customised installation may need additional work. We remain responsible for our own contractual and statutory obligations; incompatibility is not a blanket excuse for misdescription or defective supply.

Install in staging, maintain tested backups and review release notes before production use. Installation, migration, customisation and ongoing support are included only as stated in the Order. We do not promise an indefinite product roadmap. Where we retire a separately paid ongoing service, we will give reasonable notice, honour the current agreed term or provide the remedy required by contract or law. Nothing guarantees that an old perpetual release remains secure on unsupported environments.

6. Licence verification and enforcement

We may ask for reasonable evidence of licence compliance, such as deployment counts, licensed domains and purchase records. For business customers, any further audit must be proportionate, on reasonable notice, during normal business hours, subject to confidentiality and limited to relevant licensing records. It does not give us unrestricted access to customer systems, customer databases or unrelated confidential information. We bear audit costs unless a material breach is established and reasonable, evidenced additional costs are legally recoverable.

If a product uses activation or licence verification, its operation and material data collection must be disclosed before purchase and handled under the applicable privacy information. This clause does not mean every module currently has technical licence enforcement, nor authorise undisclosed surveillance or destructive remote changes. We will not intentionally delete customer data or disable unrelated functionality as a licence-enforcement measure.

For a remediable material breach, we will normally give written notice and 14 days to remedy it. Deliberate piracy, key theft or an irremediable material breach may justify immediate termination of the affected licence and proportionate suspension of downloads, updates or related services, subject to law. We may seek an injunction and recover damages and costs as agreed or awarded by a competent court. There are no automatic punitive “piracy fines”. A licence dispute does not remove consumer remedies.

7. When a licence ends

When a subscription licence expires or a licence is validly terminated, stop using and distributing the affected Software and remove operational copies. A copy retained solely because law requires an archive must be secured and not used operationally. On reasonable request, confirm compliance. Customer-owned data remains yours; you should arrange export or migration before stopping a module that manages it. Any assistance outside the Order is separately agreed.

A perpetual licence is not terminated merely because an optional support subscription expires. Transfer of a proprietary licence to a different legal entity requires written agreement, subject to any non-excludable legal transfer right. A change of contractor maintaining the same customer's installation does not by itself require a new licence.

Our general terms govern liability, complaints and disputes. Statutory and applicable open-source rights take priority over inconsistent restrictions. Questions about a deployment, domain change or suspected unauthorised use can be sent to support@midoriweb.io.