TTeamHubby Doek Works

TeamHub Commercial Licence and Support Agreement

Version 1.0 Effective: [Effective date]

Draft notice: This document is a contractual draft and does not constitute legal advice. It should be reviewed together with the Licensor's General Terms and Conditions, Privacy Notice, Support Policy and Maintenance and Lifecycle Policy by a qualified Dutch IT lawyer before publication or use.

Parties

This Commercial Licence and Support Agreement, the “Agreement”, is entered into between:

Doek Works, a sole proprietorship (eenmanszaak) established at Elzenlaan 21, 9422 ES Smilde, The Netherlands, registered with the Dutch Chamber of Commerce under number [Chamber of Commerce number], hereinafter referred to as “Licensor”;

and

the organisation or natural person acting in the course of a profession or business identified in the applicable Order, hereinafter referred to as “Licensee”.

Licensor and Licensee are each referred to as a “Party” and together as the “Parties”.

Plain-language summary

This summary is provided for convenience only. The numbered articles of this Agreement are legally binding and take precedence over this summary.

  1. TeamHub is distributed under the GNU Affero General Public License version 3.0, the AGPL-3.0. No commercial subscription is required to exercise the rights granted under the AGPL-3.0.
  2. A commercial TeamHub subscription provides an official Licence Key for one production Nextcloud Instance and one non-production Instance, unless the applicable Order states otherwise.
  3. Each Licence Key is linked to a specific Nextcloud Instance UUID. It records the maximum number of licensed Seats and the Licence Period.
  4. The Licence Key provides supported activation of the Commercial Features without requiring Licensee to modify TeamHub.
  5. The subscription includes commercial support, maintenance, quiet mode and priority consideration of Licensee feedback in product planning. Licensor retains final responsibility for the product roadmap.
  6. TeamHub validates the Licence Key locally. The Instance does not contact Licensor to validate, renew or report on the Licence Key.
  7. Licensee must test updates in a suitable non-production environment, verify backups and prepare a recovery procedure before deploying an update in production.
  8. The subscription has a fixed term and does not renew automatically. A new Licence Key must be ordered and issued for each new Licence Period.
  9. Expiry or termination of the commercial subscription does not affect the rights granted under the AGPL-3.0 and does not delete Licensee data.

1. Scope and acceptance

1.1

This Agreement governs the commercial TeamHub subscription ordered by Licensee, including:

  1. the official Licence Key;
  2. supported activation of the Commercial Features;
  3. commercial support and maintenance;
  4. quiet mode;
  5. priority consideration of Licensee feedback in product planning; and
  6. any other commercial entitlement expressly identified in the applicable Order.

1.2

The Software is distributed under the AGPL-3.0. Installation or use of the Software under the AGPL-3.0 does not, by itself, create a commercial or contractual relationship between Licensor and the user of the Software.

This Agreement applies only where Licensee expressly orders or accepts a commercial TeamHub subscription or Trial from Licensor.

1.3

Commercial TeamHub subscriptions are offered exclusively to organisations and natural persons acting in the course of a profession or business. Licensor does not offer commercial TeamHub subscriptions under this Agreement to consumers.

Licensee represents that it is acting for purposes relating to its trade, business, craft or profession.

1.4

This Agreement applies to Starter, Business and Enterprise subscriptions and, where expressly stated, to Trials.

Partner, reseller and managed service provider arrangements under which a third party resells, licenses or manages TeamHub for multiple customers require a separate written agreement.

A third-party provider that hosts or manages TeamHub solely on behalf of one Licensee does not require a separate partner agreement, provided that the provider does not use the Licence Key for itself or for another customer.

1.5

Licensee accepts this Agreement:

  1. by expressly accepting it during an online ordering process;
  2. by signing or accepting an Order that incorporates this Agreement;
  3. by issuing a written purchase instruction in response to an offer that incorporates this Agreement; or
  4. through another express acceptance method provided by Licensor.

The person accepting this Agreement on behalf of Licensee represents that they are authorised to bind Licensee.

Installation of a Licence Key confirms an existing commercial subscription but is not the sole method by which this Agreement is accepted.

1.6

The General Terms and Conditions of Licensor, the “General Terms”, apply to the Order and this Agreement.

In the event of a conflict, the following order of precedence applies:

  1. an individually agreed and signed Order;
  2. this Agreement, for matters specifically relating to TeamHub, Licence Keys, Seats, Instances and commercial support;
  3. the General Terms;
  4. the Support Policy and Maintenance and Lifecycle Policy;
  5. other product documentation.

The AGPL-3.0 independently governs the rights granted under that licence and is not restricted by this order of precedence.

2. Definitions

AGPL-3.0

The GNU Affero General Public License version 3.0.

Business Day

Monday to Friday, excluding public holidays observed in the Netherlands.

Commercial Features

Functionality included in the official AGPL-3.0 distribution of TeamHub that is technically activated in an official installation by a valid Licence Key.

The term describes the official activation mechanism and does not limit any right granted under the AGPL-3.0.

The current Commercial Features are described in the applicable Licensing Guide, product documentation or Order.

Commercial Subscription

The paid contractual relationship under which Licensor provides Licensee with an official Licence Key, commercial support, maintenance and the other commercial entitlements described in this Agreement.

A Commercial Subscription is not required to exercise rights granted under the AGPL-3.0.

Grace Period

The fourteen-day period immediately following the end of a paid Licence Period, as described in article 13.

A Trial does not have a Grace Period.

Instance

A single installation of Nextcloud, identified by its unique Nextcloud instanceid, also referred to as an Instance UUID.

Separate production and non-production installations have separate Instance UUIDs and require separate Licence Keys.

Licence Key

A digitally signed file or code issued by Licensor for a specific Instance.

The Licence Key records or otherwise determines:

  1. the Instance UUID;
  2. the maximum number of licensed Seats;
  3. the subscription type;
  4. the start date;
  5. the expiry date; and
  6. other information reasonably required to administer the Commercial Subscription.

Licence Period

The fixed period during which a Licence Key is commercially valid, as recorded in the Licence Key and the applicable Order.

Maintenance and Lifecycle Policy

The then-applicable TeamHub Maintenance and Lifecycle Policy published by Licensor, subject to the protection of commitments made for the current Licence Period.

Non-production Instance

A Nextcloud Instance used exclusively for testing, acceptance, staging, development or disaster-recovery testing and not for ordinary production use.

Order

An order form, quotation, online order confirmation, purchase agreement or other written record that identifies the Commercial Subscription purchased by Licensee.

Seat

One unique active Nextcloud account that is a member of at least one Team on the licensed Instance.

A person or account that is a member of multiple Teams counts as one Seat.

Guest users, federated users, external users, service accounts, shared accounts, bots and automation accounts count as Seats when they are members of at least one Team.

Disabled and permanently deleted accounts do not count as Seats. A Nextcloud account that is not a member of any Team does not count as a Seat.

Software

TeamHub, the Nextcloud app distributed by Licensor under the AGPL-3.0, including the source code and official releases published by Licensor.

Support Policy

The then-applicable TeamHub Support Policy published by Licensor, subject to the protection of commercial commitments made for the current Licence Period.

Trial

A temporary Licence Key issued by Licensor without charge for evaluation purposes.

3. Relationship to the AGPL-3.0

3.1

The source code of the Software, including functionality that is technically activated by an official Licence Key, is distributed under the AGPL-3.0.

The applicable licence text is available at:

https://www.gnu.org/licenses/agpl-3.0.html

The official source code repository is available at:

https://github.com/JustinDoek/nextcloud-teamhub

3.2

Any person may use, study, modify and distribute the Software in accordance with the AGPL-3.0.

No Commercial Subscription or Licence Key is required to exercise rights granted directly under the AGPL-3.0.

3.3

The Commercial Subscription does not grant or sell the rights already provided under the AGPL-3.0.

It provides:

  1. an official Licence Key;
  2. supported activation of the Commercial Features;
  3. commercial support and maintenance;
  4. quiet mode;
  5. administrative services relating to the Licence Key; and
  6. priority consideration of Licensee feedback in product planning.

3.4

The Instance, Seat and Licence Period restrictions in this Agreement apply to the official Licence Key and the commercial services and entitlements provided by Licensor.

They do not restrict Licensee's separate right to use, inspect, modify or distribute the Software under the AGPL-3.0.

3.5

Expiry or termination of the Commercial Subscription does not affect any right granted under the AGPL-3.0.

Licensee may continue to use, study, modify and distribute versions of the Software received under the AGPL-3.0, subject to the terms of that licence.

3.6

Use of the Software without a Commercial Subscription does not provide a right to:

  1. an official Licence Key;
  2. commercial support;
  3. maintenance commitments;
  4. response-time commitments;
  5. Licence Key replacement or migration services;
  6. roadmap consultation; or
  7. any other commercial service from Licensor.

4. Commercial entitlements

4.1

During the Licence Period, a valid official Licence Key provides Licensee, on the Instance for which it was issued, with:

  1. supported activation of the Commercial Features included in the official distribution of the Software;
  2. access to commercial administrative, governance, project and compliance functionality identified in the applicable Licensing Guide or Order;
  3. quiet mode as described in article 4.2;
  4. commercial support and maintenance as described in article 9; and
  5. priority consideration of Licensee's bug reports, operational feedback and feature requests in product planning.

4.2 Quiet mode

Quiet mode disables:

  1. promotional maintainer messages;
  2. optional feedback requests;
  3. optional commercial or promotional branding; and
  4. usage telemetry.

Quiet mode does not prevent Licensor from displaying:

  1. security notices;
  2. compatibility warnings;
  3. Licence Key status and Seat-limit information;
  4. notices necessary for proper administration of the Software;
  5. attribution required under applicable open-source licences;
  6. the TeamHub product name where technically or legally necessary; or
  7. documentation links reasonably required to use, configure or administer the Software.

4.3

Starter, Business and Enterprise subscriptions provide access to the same Commercial Features unless the applicable Order expressly states otherwise.

The plans differ primarily in:

  1. the maximum number of licensed Seats;
  2. pricing and billing;
  3. optional commercial arrangements; and
  4. any individually agreed support or service terms.

4.4

The current Commercial Features may be described in the Licensing Guide, product documentation or Order.

Licensor may introduce new functionality as community functionality or as a Commercial Feature.

During an existing Licence Period, Licensor shall not materially reduce the commercial functionality expressly included in Licensee's Order, except where reasonably necessary because of:

  1. security considerations;
  2. applicable law;
  3. compatibility requirements;
  4. replacement by substantially equivalent functionality;
  5. deprecation by Nextcloud or another required dependency; or
  6. discontinuation of a third-party integration.

Nothing in this article affects the rights granted under the AGPL-3.0 for versions already released.

4.5 Roadmap involvement

Licensee may submit bug reports, feature requests and operational feedback.

Feedback from commercial Licensees receives priority consideration in Licensor's product planning. Licensee may also be invited to customer consultations, previews or roadmap discussions.

Licensor does not guarantee that a request will:

  1. be accepted;
  2. be added to the roadmap;
  3. be implemented;
  4. be implemented in a particular manner; or
  5. be delivered by a particular date.

Licensor retains final responsibility and discretion over product planning and the Software roadmap.

Only development explicitly agreed in a separate written agreement constitutes a binding custom-development commitment.

5. Licence Key

5.1

Subject to payment of the applicable fees and compliance with this Agreement, Licensor provides Licensee with a limited, non-exclusive, non-transferable and non-sublicensable contractual right to install and use the official Licence Key:

  1. during the Licence Period;
  2. on the Instance for which it was issued; and
  3. up to the maximum number of Seats recorded in the Licence Key.

This contractual right applies to the Licence Key and the associated commercial entitlements. Rights in the Software itself are granted separately under the AGPL-3.0.

5.2

Each production Instance requires its own Licence Key and Commercial Subscription.

Multi-instance subscriptions, discounts and other arrangements may be agreed in the applicable Order.

5.3

A Commercial Subscription includes one separate Licence Key for one Non-production Instance, unless the Order expressly states otherwise.

The Non-production Licence Key:

  1. may only be used for testing, staging, acceptance, development or recovery testing;
  2. may not be used as a second production environment;
  3. has the same or a lower Seat limit than the corresponding production Licence Key;
  4. has the same expiry date as the corresponding production Licence Key; and
  5. does not create a separate support entitlement.

5.4

Licensee may have an Instance hosted or technically managed by a third-party service provider.

That provider may install and administer the Licence Key solely on Licensee's behalf. The provider does not acquire an independent right to use the Licence Key for itself or for another customer.

5.5

Licensee shall not:

  1. publish or externally distribute an official Licence Key;
  2. sell or sublicense an official Licence Key;
  3. use a Licence Key on an Instance other than the Instance for which it was issued;
  4. use a non-production Licence Key for production purposes;
  5. share a Licence Key with another organisation except with a provider acting solely on Licensee's behalf; or
  6. forge, alter or counterfeit a Licence Key.

5.6

Nothing in this article prevents Licensee or any other person from exercising rights granted directly under the AGPL-3.0 without relying on the official Licence Key or claiming the commercial entitlements provided under this Agreement.

6. Plans and Seat limits

6.1

The standard Commercial Subscription plans are:

  1. Starter, for up to 50 Seats;
  2. Business, for up to 100 Seats; and
  3. Enterprise, for more than 100 Seats.

6.2

Enterprise subscriptions are ordered based on the number of Seats reasonably required by Licensee.

For technical licensing purposes, Enterprise Licence Keys are issued in increments of 50 Seats. The Licence Key therefore permits use up to the upper boundary of the applicable 50-Seat increment.

For example, where Licensee orders an Enterprise subscription for an expected requirement of 215 Seats, Licensor may issue a Licence Key with a maximum technical limit of 250 Seats.

Unless expressly stated otherwise in the Order, the applicable Enterprise fee is based on the agreed commercial quantity or price arrangement and not necessarily on actual day-to-day Seat use below the Licence Key limit.

6.3

Licensee is responsible for selecting a plan and Seat quantity reasonably sufficient for its expected use.

Licensee is also responsible for monitoring the Seat count displayed within the Software and for requesting an upgrade or Seat add-on in sufficient time.

Licensor does not remotely monitor the number of Seats on Licensee's Instance.

6.4 Seat add-ons

Where Licensee requires additional Seats during the Licence Period, Licensee may purchase an add-on in increments of 50 Seats for the remainder of the current Licence Period.

Following the applicable Order and payment:

  1. Licensor issues a replacement Licence Key containing the increased Seat limit;
  2. the replacement Licence Key expires on the same date as the original Licence Key;
  3. Licensee installs the replacement Licence Key;
  4. the previous Licence Key is superseded and may no longer be used; and
  5. the add-on does not create a separate Licence Period.

The add-on fee is calculated for the remaining part of the Licence Period in accordance with the applicable quotation or pricing terms.

6.5

A reduction in Seat use does not entitle Licensee to a partial refund or mid-term downgrade.

A lower plan or lower Seat quantity may be ordered for a subsequent Licence Period, provided that Licensee qualifies for that plan at the start of the new Licence Period.

7. Local validation and confidentiality

7.1

The Licence Key is validated locally inside the Instance using Licensor's public key.

The Software does not contact Licensor's systems to:

  1. validate the Licence Key;
  2. renew the Licence Key;
  3. verify the number of Seats;
  4. report the Instance UUID; or
  5. report on Licensee's compliance with this Agreement.

7.2

Licensee shall treat the Licence Key as confidential and protect it against unauthorised use or disclosure.

Licensee may provide the Licence Key to employees, contractors and hosting providers only where they reasonably require access to administer the licensed Instance on Licensee's behalf.

7.3

Licensee remains responsible for use of the Licence Key by persons to whom Licensee has provided access.

7.4 Modified installations

The AGPL-3.0 permits Licensee to inspect and modify the Software, including the technical licence-validation mechanism. Nothing in this Agreement restricts that right.

Commercial support is intended for the official supported releases published by Licensor.

A modification does not automatically end Licensee's support entitlement. However, where a reported issue may be caused by or related to a modification, Licensor may require Licensee to reproduce the issue on an official, unmodified and supported release before continuing its investigation.

Licensor is not required to provide support for:

  1. modifications made by or for Licensee;
  2. issues caused by those modifications;
  3. an installation on which the issue cannot reasonably be reproduced using an official supported release; or
  4. modifications that bypass or interfere with the official Licence Key or licence-validation mechanism.

Modification of the Software does not cancel any fees or other obligations accrued under the Commercial Subscription.

After the Commercial Subscription ends, Licensee retains its rights under the AGPL-3.0 but no longer has a right to the commercial services and entitlements provided under this Agreement.

8. Migration to another Instance

8.1

Where Licensee migrates TeamHub to a replacement Nextcloud Instance with a different Instance UUID, Licensee may request a replacement Licence Key for the remainder of the Licence Period.

Licensor will issue the replacement Licence Key without an additional licence fee, provided that the migration does not increase the licensed Seat limit or create an additional production Instance.

8.2

Licensee shall provide the new Instance UUID and any other information reasonably required to prepare the replacement Licence Key.

8.3

Licensee may use the old and replacement Licence Keys concurrently for a maximum migration period of fourteen days from the date on which the replacement Licence Key is issued.

The concurrent-use period may be used solely to transfer, test and validate the replacement Instance.

8.4

At the end of the migration period:

  1. the old Instance must no longer use the commercial Licence Key;
  2. the old Licence Key must be removed or disabled; and
  3. the replacement Instance becomes the licensed production Instance.

Use of both Instances for regular production purposes requires separate Commercial Subscriptions.

9. Support and maintenance

9.1

Commercial support is available for Starter, Business and Enterprise subscriptions during the Licence Period.

Support is provided by email at:

[Support email address]

9.2

Support covers:

  1. diagnosis of issues in the Software;
  2. defects in official supported TeamHub releases;
  3. compatibility issues with officially supported Nextcloud versions;
  4. issues with TeamHub's own integration code; and
  5. reasonable guidance relating to Licence Key installation and administration.

9.3

Licensor uses commercially reasonable efforts to provide a first substantive response within two Business Days.

This is not a guaranteed resolution time and does not constitute a service-level guarantee.

A separate written SLA applies only where expressly identified in the applicable Order.

9.4

Licensee shall provide the information reasonably required to investigate a support request, including where applicable:

  1. TeamHub version;
  2. Nextcloud version;
  3. relevant dependent app versions;
  4. a description of the issue;
  5. reproducible steps;
  6. relevant log excerpts; and
  7. information about modifications to the Software.

Licensee is responsible for removing personal data and confidential information that is not reasonably required for the investigation.

9.5

Standard commercial support does not include:

  1. installation, hosting, maintenance, backup or security of the Nextcloud server or underlying infrastructure;
  2. general Nextcloud administration;
  3. defects in Nextcloud itself;
  4. defects in third-party applications or services;
  5. custom development;
  6. training;
  7. data migration;
  8. on-site assistance;
  9. support for unsupported Nextcloud or TeamHub versions; or
  10. support excluded under article 7.4.

Additional services may be agreed separately.

9.6

TeamHub may interoperate with third-party software and services.

Licensor does not control and is not responsible for the availability, licensing, security, compatibility or continued operation of third-party software or services.

Licensor remains responsible for investigating defects in TeamHub's own integration code within the scope of commercial support.

9.7

Licensor may publish a separate Support Policy containing operational procedures and guidance.

The Support Policy may be updated from time to time, but an update shall not materially reduce the support commitments expressly included in Licensee's current Licence Period.

10. Updates, testing and supported versions

10.1

Updates released by Licensor during the Licence Period are included in the Commercial Subscription without an additional update fee.

Updates are distributed through the Nextcloud App Store, the official source repository or another channel designated by Licensor.

10.2

Licensor supports the two most recent Nextcloud major versions, subject to:

  1. technical feasibility;
  2. availability of those versions;
  3. compatibility with required Nextcloud APIs and dependencies; and
  4. a reasonable transition period following the release of a new Nextcloud major version.

The specific versions supported by a TeamHub release are identified in the application metadata or Maintenance and Lifecycle Policy.

10.3

Licensor is not required to support:

  1. Nextcloud versions outside the supported lifecycle;
  2. release candidate, beta, nightly or development versions;
  3. unsupported third-party apps;
  4. modified versions of required dependencies; or
  5. environments that do not meet the published technical requirements.

10.4 Production deployment and testing

Before installing or deploying an update of the Software in a production environment, Licensee shall:

  1. review the applicable release notes, compatibility information and known issues made available by Licensor;
  2. verify that the update supports Licensee's installed Nextcloud version and relevant dependent applications;
  3. create and verify appropriate backups of the Nextcloud environment, database, configuration and other data required to restore the environment;
  4. install and test the update in a suitable Non-production Instance that reasonably represents the production environment;
  5. verify, to the extent reasonably applicable, completion of the update, access to Nextcloud, access to TeamHub, scheduled jobs, dependent applications and the principal TeamHub functionality used by Licensee;
  6. confirm that the Non-production Instance is no longer in maintenance mode and that no material errors relating to the update are present in the applicable logs; and
  7. establish a reasonable rollback or recovery procedure before deploying the update in production.

Licensee shall deploy the update in production only after the update has completed successfully in the Non-production Instance and Licensee has reasonably confirmed that the tested functionality operates as expected.

10.5 Production responsibility

Licensee remains responsible for planning, approving and performing deployment of the Software in its production environment, including the choice of deployment time, maintenance window, personnel, backup procedure and rollback or recovery procedure.

Unless expressly agreed otherwise in writing, Licensor does not control Licensee's production environment and does not perform or supervise the production deployment.

10.6 Urgent and security-critical updates

Where Licensor identifies an update as urgent or security-critical, Licensee shall install the update without unreasonable delay.

The urgent nature of an update does not remove Licensee's responsibility to make appropriate backups and to perform such Non-production testing as is reasonably possible in the circumstances.

Where full testing before production deployment is not reasonably possible, Licensee shall apply appropriate risk-mitigation measures, including a maintenance window, verified backups, monitoring and a tested recovery or rollback procedure.

10.7 Licensor's update practices

Licensor uses commercially reasonable efforts to:

  1. test official updates before publication;
  2. provide compatibility information and release notes where reasonably appropriate;
  3. investigate material defects reported in an official supported release;
  4. publish a corrected release or reasonable workaround where Licensor confirms a material defect and a correction is reasonably feasible; and
  5. communicate known material deployment risks to commercial Licensees where reasonably practicable.

10.8

Licensor may publish a separate Maintenance and Lifecycle Policy.

That policy may provide further information about supported versions, release categories and end-of-support dates, but shall not materially reduce commitments expressly included in Licensee's current Licence Period.

11. Seat limit enforcement

11.1

The Software determines the number of Seats locally within the licensed Instance.

No Seat or user information is sent to Licensor for licence-enforcement purposes.

11.2

When the actual Seat count exceeds 100% of the Seat limit recorded in the Licence Key, the Software displays a warning to the Instance administrators.

Licensee is responsible for promptly reviewing the warning and ordering an appropriate Seat add-on or replacement subscription.

11.3

When the Seat count exceeds 110% of the licensed Seat limit, the Commercial Features are placed in an unlicensed state until:

  1. the Seat count is reduced to an amount permitted by the Licence Key; or
  2. Licensee installs a replacement Licence Key containing a sufficient Seat limit.

The threshold is calculated using whole Seats. For example, a Licence Key for 250 Seats enters the unlicensed state from 276 Seats.

11.4

While the Commercial Features are in an unlicensed state:

  1. the underlying data is retained;
  2. no data is deleted solely because the Seat limit has been exceeded;
  3. the Commercial Features and their associated views may no longer be visible or available through the official interface;
  4. the Software functionality available without an active Licence Key remains available; and
  5. Licensee's rights under the AGPL-3.0 remain unaffected.

Installation of an appropriate replacement Licence Key restores the Commercial Features and the visibility of the associated data.

11.5

The technical tolerance between 100% and 110%:

  1. is intended to provide Licensee with time to arrange an add-on;
  2. does not increase the licensed Seat limit;
  3. does not create a contractual right to permanent excess use; and
  4. does not remove Licensee's responsibility to maintain an appropriate Licence Key.

12. Fees and payment

12.1

The applicable fees are:

  1. the fees stated in the Order; or
  2. where the Order does not state a separate fee, the fees published on Licensor's licensing page at the time of ordering.

The Order prevails in the event of a difference.

12.2

All fees exclude VAT, sales taxes, withholding taxes and other government charges unless expressly stated otherwise.

Licensee is responsible for applicable taxes, except taxes imposed on Licensor's net income.

12.3

Starter and Business are normally invoiced annually in advance.

Enterprise may be invoiced monthly or annually in advance, as stated in the Order. Regardless of the billing frequency, the Licence Period and expiry date are those recorded in the Licence Key and Order.

12.4

The Licence Key is issued after payment has been received, unless the Order expressly provides otherwise.

The Licence Period begins on the date the Licence Key is issued. The start and expiry dates are recorded in the Licence Key.

Delay by Licensee in installing the Licence Key does not postpone the Licence Period.

12.5

Fees are non-refundable, except where required by mandatory law or expressly agreed in writing.

Licensor does not provide a standard money-back period. Licensee may use a Trial to evaluate TeamHub before ordering a paid Commercial Subscription.

12.6

Payment deadlines, late-payment interest, collection costs, suspension rights and invoicing procedures shall be further governed by the General Terms.

13. Term, expiry and Grace Period

13.1

The Commercial Subscription begins when the Licence Key is issued and continues for the Licence Period recorded in that Licence Key.

13.2

The Commercial Subscription has a fixed term and does not renew automatically.

No notice of termination is required to prevent renewal.

Continuation after the expiry date requires:

  1. a new Order;
  2. payment of the applicable fees; and
  3. issuance and installation of a new Licence Key.

13.3

Licensor may send an expiry reminder, but Licensee remains responsible for monitoring the expiry date shown in the Licence Key and Software.

Failure to receive a reminder does not extend the Licence Period.

13.4 Paid Grace Period

A paid Commercial Subscription has a Grace Period of fourteen days immediately following the expiry of the Licence Period.

During the Grace Period:

  1. the existing Licence Key remains temporarily accepted by the official activation mechanism;
  2. the Commercial Features remain available;
  3. quiet mode remains active;
  4. usage telemetry remains disabled;
  5. no new support entitlement arises; and
  6. Licensee is not entitled to commercial support, maintenance or roadmap consultation unless Licensor agrees otherwise.

The Grace Period is a technical courtesy intended to allow renewal without immediate service interruption. It does not extend the Licence Period.

13.5

After the Grace Period:

  1. the Licence Key is treated as expired;
  2. the Commercial Features enter the same technical state as an Instance without an active Licence Key;
  3. data created through the Commercial Features is retained but may not remain visible through the official interface;
  4. the functionality available without an active Licence Key continues to operate;
  5. commercial support and maintenance are no longer available; and
  6. Licensee's AGPL-3.0 rights remain unaffected.

13.6

Installing a valid replacement Licence Key restores the Commercial Features and associated data visibility, subject to compatibility with the then-installed Software version.

13.7

Expiry of the Commercial Subscription does not delete Licensee data.

14. Trials

14.1

Licensor may issue a Trial for evaluation purposes.

Unless the Trial Licence Key states otherwise, a Trial is valid for thirty days from issuance.

14.2

A Trial may activate all Commercial Features and may permit an evaluation Seat quantity determined by Licensor.

14.3

A Trial:

  1. is free of charge;
  2. does not renew automatically;
  3. does not automatically convert into a paid Commercial Subscription;
  4. does not create an obligation to invoice Licensee;
  5. does not include guaranteed response times;
  6. does not include an SLA; and
  7. has no Grace Period.

14.4

Immediately after the Trial expires:

  1. the Trial Licence Key is treated as expired;
  2. the Commercial Features enter the same technical state as an Instance without an active Licence Key;
  3. data is retained but may not remain visible through the official interface; and
  4. the AGPL-3.0 functionality remains available.

14.5

Licensor may limit Trials to one Trial per Instance or organisation.

Reinstallation of the Software, removal of a Licence Key or creation of a replacement environment does not automatically entitle Licensee to a new Trial.

14.6

Licensor may refuse or discontinue a Trial where there are reasonable grounds to suspect abuse, misrepresentation, fraudulent activity or repeated use for ongoing production purposes.

15. Licensee responsibilities

15.1

Licensee is responsible for:

  1. installation and configuration of the Software;
  2. the security and maintenance of the Nextcloud environment;
  3. backups and disaster recovery;
  4. testing updates;
  5. user and access administration;
  6. compliance with applicable law in its use of the Software;
  7. monitoring the Seat count and Licence Key expiry date;
  8. ensuring that information provided when ordering a Licence Key is correct;
  9. ensuring that Software updates are evaluated, backed up, tested and approved before production deployment in accordance with article 10.4;
  10. performing production deployments during an appropriate maintenance window and with suitably qualified personnel;
  11. maintaining and testing procedures for restoring the Nextcloud environment if an installation, update or migration does not complete successfully; and
  12. promptly investigating and, where appropriate, rolling back or restoring the environment when an update causes or appears to cause production disruption.

15.2

Licensee shall maintain appropriate technical and organisational security measures for the Instance and Licence Key.

15.3

Licensee is responsible for obtaining all licences, permissions and approvals required for Nextcloud and third-party software used with TeamHub.

15.4

Licensee shall comply with the AGPL-3.0 where its activities fall within the scope of that licence, including applicable source-code obligations for modified network-accessible versions.

16. Warranty

16.1

The Software is provided under the AGPL-3.0 and is made available on an “as is” and “as available” basis to the maximum extent permitted by applicable law.

16.2

Licensor does not warrant that:

  1. the Software will operate without interruption;
  2. the Software will be error-free;
  3. every issue can or will be resolved;
  4. the Software is suitable for every specific purpose;
  5. third-party integrations will remain available; or
  6. every future Nextcloud version will be supported indefinitely.

16.3

Licensor warrants that it will perform its commercial support and maintenance obligations with reasonable care and professional skill.

Except for the remedies expressly stated in an Order or required under mandatory law, Licensor's obligations concerning defects are limited to the commercial support and maintenance commitments described in this Agreement.

17. Privacy and telemetry for licensed Instances

17.1

For the administration of the Commercial Subscription, Licensor may process:

  1. Licensee's organisation and contact details;
  2. billing and payment information;
  3. the Instance UUID;
  4. the licensed Seat quantity;
  5. the Licence Period;
  6. the subscription type;
  7. support correspondence; and
  8. information voluntarily provided by Licensee in connection with support.

17.2

The Licence Key may contain:

  1. a licence identifier;
  2. the Instance UUID;
  3. a customer reference;
  4. the subscription type;
  5. the maximum licensed Seat quantity;
  6. the start and expiry dates; and
  7. a digital signature.

The Licence Key does not contain TeamHub user identities, messages, files or other content stored in Licensee's Instance.

17.3

The Software does not contact Licensor for Licence Key validation.

17.4

Usage telemetry is disabled while:

  1. a paid Licence Key is valid;
  2. a paid Licence Key is within the fourteen-day Grace Period; or
  3. a Trial Licence Key is valid.

17.5

This Agreement does not govern community installations or use of the Software without an active Commercial Subscription or Trial, except to the extent necessary to describe the consequences of expiry.

Information about data processing outside an active Commercial Subscription, including any applicable community usage telemetry, shall be provided separately in Licensor's Privacy Notice and technical Telemetry Notice.

17.6

Further information about Licensor's processing of personal data is provided in the Privacy Notice available at:

[Privacy Notice URL]

18. Termination

18.1

Licensor may terminate this Agreement by written notice where Licensee materially breaches this Agreement and, where the breach can reasonably be remedied, fails to remedy it within fourteen days after receiving written notice.

18.2

Licensor may terminate this Agreement with immediate effect where Licensee:

  1. intentionally distributes or sells an official Licence Key without authorisation;
  2. forges or counterfeits a Licence Key;
  3. knowingly uses a Licence Key issued to another customer;
  4. uses a Non-production Licence Key for continuing production purposes after written warning;
  5. commits fraud in connection with the Commercial Subscription; or
  6. fails to pay an undisputed amount after receiving a payment reminder and reasonable opportunity to pay.

18.3

Following termination:

  1. commercial support, maintenance and roadmap consultation end;
  2. Licensee is no longer entitled to replacement, migration, renewal or add-on Licence Keys;
  3. Licensee shall remove the Licence Key and discontinue reliance on the commercial entitlements;
  4. amounts already due remain payable;
  5. amounts already paid are not refunded where termination results from Licensee's breach; and
  6. Licensee's rights under the AGPL-3.0 remain unaffected.

18.4

Licensee acknowledges that Licence Key validation occurs locally and that Licensor may not technically be able to deactivate a previously issued Licence Key remotely.

The inability to deactivate the Licence Key remotely does not continue Licensee's contractual right to use the Licence Key or receive commercial services following termination.

18.5

Termination for material breach does not include a Grace Period.

18.6

Articles which by their purpose are intended to survive expiry or termination shall remain in effect, including provisions concerning:

  1. accrued payment obligations;
  2. confidentiality of Licence Keys;
  3. warranty disclaimers;
  4. liability;
  5. governing law;
  6. dispute resolution; and
  7. the independent effect of the AGPL-3.0.

19. Liability

19.1 Excluded loss

To the maximum extent permitted by applicable law, Licensor is not liable for indirect, incidental, special or consequential loss, including:

  1. loss of profit;
  2. loss of revenue;
  3. loss of anticipated savings;
  4. loss of goodwill;
  5. business interruption;
  6. loss or corruption of data;
  7. damage caused by the unavailability or failure of Nextcloud, infrastructure or third-party software; or
  8. production downtime, loss of availability or delay in restoring a production environment.

19.2 Liability cap

Licensor's total aggregate liability arising out of or in connection with the Order, this Agreement and the Commercial Subscription is limited to the fees paid or payable by Licensee to Licensor under the affected Commercial Subscription during the twelve months immediately preceding the event giving rise to the claim.

Where the Commercial Subscription has existed for less than twelve months, the liability limit is the amount paid or payable for that shorter period.

19.3 Production deployment risk

To the maximum extent permitted by applicable law, Licensor is not liable for production downtime, interruption, failed deployment, extended maintenance mode, loss of availability, loss or corruption of data, recovery costs or other damage to the extent caused or increased by Licensee's failure to:

  1. follow the production-deployment and testing requirements in article 10.4;
  2. maintain and verify appropriate backups;
  3. test the update in a suitable Non-production Instance;
  4. review compatibility information, release notes or known issues made available by Licensor;
  5. use an appropriate maintenance window and recovery procedure;
  6. follow reasonable installation, update, rollback or recovery instructions provided by Licensor; or
  7. take reasonable action to limit or mitigate the consequences of a failed update.

If Licensee deploys an update directly to production without first performing the testing required under article 10.4, the resulting production deployment is performed at Licensee's own operational risk.

19.4 Mandatory exceptions

The exclusions and limitations in this article do not apply to the extent liability cannot legally be excluded or limited, including liability caused by Licensor's intent or deliberate recklessness where applicable under Dutch law.

19.5 Claims and mitigation

Licensee shall notify Licensor of a claim without unreasonable delay and provide reasonable information and cooperation to investigate and, where possible, mitigate the claimed loss.

19.6 General Terms

This article shall be aligned with and supplemented by the liability provisions in the General Terms.

20. Changes to the Agreement

20.1

Licensor may publish revised versions of this Agreement.

20.2

The version accepted when the Commercial Subscription is ordered applies for that Licence Period.

A revised version does not apply retroactively to an existing Licence Period unless:

  1. the Parties expressly agree otherwise; or
  2. the change is required by mandatory law and cannot reasonably be postponed.

20.3

A new version may apply when Licensee orders:

  1. a new Licence Period;
  2. a new Commercial Subscription; or
  3. an additional Instance that is treated as a separate Commercial Subscription.

20.4

The version number and effective date of this Agreement are stated at the beginning of the document.

Earlier versions shall remain available from Licensor on request.

21. General provisions

21.1 Entire agreement

The applicable Order, this Agreement and the General Terms constitute the entire commercial agreement between the Parties concerning the Commercial Subscription.

They replace prior proposals, representations and agreements relating to the same subject matter, except where expressly incorporated into the Order.

21.2 Transfer

Licensee may not transfer this Agreement or a Licence Key without Licensor's prior written consent.

Licensor shall not unreasonably withhold consent where the transfer arises from a genuine merger, reorganisation or transfer of business and the legal successor accepts this Agreement.

Licensor may transfer this Agreement to a legal successor that continues Licensor's business or the commercial maintenance of TeamHub.

21.3 Severability

If a provision of this Agreement is invalid or unenforceable, the remaining provisions remain in effect.

The invalid or unenforceable provision shall, to the extent legally possible, be replaced by a valid provision that most closely reflects its purpose.

21.4 No waiver

Failure or delay by either Party to enforce a provision does not constitute a waiver of that provision or any other right.

21.5 Notices

Formal notices under this Agreement shall be sent by email:

  1. to Licensor at [Legal notice email address]; and
  2. to Licensee at the email address stated in the Order.

A Party shall notify the other Party of changes to its notice address.

21.6 Governing law

This Agreement and each Order are governed by the laws of the Netherlands, without regard to conflict-of-law rules.

21.7 Competent court

Disputes arising out of or relating to this Agreement shall be submitted exclusively to the competent court of the District Court of Northern Netherlands, location Assen, unless mandatory law provides otherwise.

21.8 Language

This Agreement is written in English.

Translations may be provided for convenience. In the event of a discrepancy, the English version prevails, unless mandatory law requires otherwise.

21.9 Electronic contracting

This Agreement and an Order may be accepted or signed electronically.

Electronic records, order confirmations and acceptance logs may be used as evidence of the commercial relationship and the version of the documents accepted.

Licensor

Doek Works Elzenlaan 21 9422 ES Smilde The Netherlands

Dutch Chamber of Commerce: [Chamber of Commerce number] VAT number: [VAT number]

Authorised representative: Jantinus Doek Title: Owner

Email: [General email address] Support: [Support email address] Website: [Website URL]

Licensee

The organisation or natural person acting in the course of a profession or business identified in the applicable Order.

The applicable Order identifies, where relevant:

TeamHub Commercial Licence and Support Agreement Version 1.0 Effective: [Effective date]

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