Klarfakt

Commercial licence agreement

The terms a paid Klarfakt licence grants: what you may do with it, what you keep when it lapses, and what is not warranted.

These are the terms of a paid Klarfakt licence. They apply in addition to the Business Source License 1.1 that ships with the software, and they replace its production-use restriction for the term you have paid for.

Most readers do not need this page. Klarfakt is free below the revenue threshold, free inside OSI-licensed open source, and free always for evaluation, development and CI — see pricing.

1. Parties

Licensor: Oleh Yanytskyi, Ukraine, contact licensing@klarfakt.dev.

Licensee: the organisation named on the invoice. “Affiliates” means entities that Licensee controls, is controlled by, or is under common control with, where control means more than 50% of voting rights.

2. What is licensed

“Software” means the Klarfakt library and the klarfakt command line tool, in the versions published by Licensor to nuget.org.

“Rule artefacts” means the validation files the Software downloads on request from CEN, OpenPEPPOL and KoSIT. They are not licensed under this agreement. Licensor does not own or redistribute them; they are published by their authors under EUPL-1.2 and Apache-2.0 and your use of them is governed by those licences. The Software fetches them from the publishers and verifies each against a recorded SHA-256.

3. Grant

Subject to payment, Licensor grants Licensee a non-exclusive, non-transferable, worldwide licence for the Term.

Standard — use, copy and install the Software within the business operations of Licensee and its Affiliates. This includes running it inside a service that Licensee operates for its own customers, with unlimited developers, deployments and validations. It does not include giving the Software itself to anyone else.

Extended — everything in Standard, and additionally the right to incorporate the Software into a product Licensee develops and to distribute it, in compiled form, as an integrated component of that product. Licensee’s customers receive no right to use the Software separately from that product, and must be bound by terms at least as protective of Licensor as these.

If you ship Klarfakt inside something you sell, you need Extended. That is the whole difference between the tiers.

4. What a licence keeps

Every version released during the Term may be used indefinitely, in production, under the grant above — including after the Term ends. This survives termination and non-renewal.

What ends with the Term is access to new versions, new rule pack versions, and support. Nothing already in your pipeline stops working, and nothing has to be removed.

5. Restrictions

Licensee shall not:

  1. sublicense, resell or distribute the Software, except as clause 3 permits under Extended;
  2. remove or alter copyright, licence or attribution notices;
  3. use the Software to develop a substantially similar invoice validation library for distribution to third parties;
  4. represent a Klarfakt verdict as certification, accreditation or approval by Licensor, CEN, OpenPEPPOL, KoSIT or any authority.

There is no technical licence enforcement. The Software does not phone home, does not count invoices and is not built to. Compliance is on your honour, and the tiers are written so that the honest answer is also the obvious one.

6. Support

Email support from the maintainer at the address above. Extended adds a named contact and places Licensee’s issues ahead of the backlog.

Response times are described on the pricing page rather than committed here, because a commitment nobody can keep on a bad week is worth less than none.

7. What Licensor warrants

Licensor warrants that, during the Term:

  1. the Software will perform materially as its documentation describes; and
  2. where the Software’s verdict on a document differs from that of the reference implementation it is compared against — KoSIT’s validationtool, running the same rule artefact release — Licensor will treat that difference as a defect in the Software.

The second warranty is the product. It is verified on every build and the result is published.

Licensee’s remedy for a breach of this clause is correction within a reasonable period or, if Licensor does not correct it, a refund of the fees paid for the current Term. That is the entire remedy for breach of warranty.

8. What Licensor does not warrant

A verdict is not advice. Klarfakt is software, not a tax adviser, accountant or lawyer. Nothing it reports is legal, tax or accounting advice.

A verdict is not an acceptance guarantee. Klarfakt reports what the publishers’ rule artefacts report. It cannot and does not guarantee that any tax authority, trading partner, access point or auditor will accept a document it reports as valid, or reject one it reports as invalid. Those parties apply their own rules, versions and judgement.

Rule artefacts are third-party work. Licensor does not warrant their correctness, completeness or fitness. Where they are wrong, Klarfakt reproduces them faithfully, which is the intended behaviour.

Except as stated in clause 7, the Software is provided as is, and all other warranties, express or implied, are excluded to the extent the law permits.

9. Liability

Nothing in this agreement limits liability for intent or gross negligence, for injury to life, body or health, or under mandatory product liability law.

For simple negligence, Licensor is liable only for breach of an obligation whose fulfilment is essential to performing this agreement and on which Licensee may reasonably rely, and then only for damage that is foreseeable and typical for this kind of contract.

In every case, Licensor’s total liability is capped at the fees Licensee paid in the twelve months before the event giving rise to it.

Licensor is not liable for indirect or consequential loss, lost profit, lost data, or for fines, interest or penalties imposed on Licensee by a third party, including any tax authority.

Licensee remains responsible for its own compliance obligations. Klarfakt is a tool used in meeting them, not a transfer of them.

10. Fees and VAT

Fees are annual, payable in advance against invoice, and exclusive of VAT.

Licensor is established in Ukraine. For business customers in the European Union, VAT is accounted for by the customer under the reverse charge (Article 196, Directive 2006/112/EC). Licensee shall provide a valid VAT identification number and confirm its business status; where it does not, Licensor may charge VAT if required to.

Fees are non-refundable except under clause 7.

11. Term, renewal and termination

The Term is one year from the invoice date. It does not renew automatically. Licensor will offer renewal before expiry; if it is not renewed, clause 4 governs what Licensee keeps.

Either party may terminate for material breach not cured within 30 days of written notice. Licensor may terminate immediately for a breach of clause 5.

On termination, clauses 4, 5, 8, 9 and 12 survive.

12. General

Governing law. German law, excluding the UN Convention on Contracts for the International Sale of Goods. Place of jurisdiction is Frankfurt am Main, Germany, for disputes with merchants.

Assignment. Neither party may assign this agreement without the other’s written consent, except to a successor of substantially all of its business. Consent shall not be unreasonably withheld.

Entire agreement. These terms, together with the invoice, are the whole agreement. Licensee’s own purchasing terms do not apply unless Licensor has accepted them in writing.

Severability. If a provision is unenforceable, the rest stands.

Changes. Licensor may change these terms for future Terms. The terms in force when a Term begins govern that Term.

Questions before buying are welcome and usually faster than a redline: licensing@klarfakt.dev.