Software licence

TeraLink Ubuntu is not only a services agency: it publishes its own software, which it designs, develops, hosts and maintains. This document sets out what you obtain over that software, what remains the publisher’s, and what is yours beyond argument — your data.

It applies to any software published by the agency, whatever its name and however it is distributed: today TeraLearn, TeraFlow, TeraSchool and TeraPodcast, together with those that will follow, their modules, their programming interfaces, their mobile applications, their documentation and the updates that come with them.

It does not replace your contract. The order form, subscription contract or signed agreement prevails over this document; this one applies to everything the contract does not settle. The related services — configuration, data migration, training, support — fall under the general terms of sale.

Using the software, or letting your users use it, amounts to acceptance of this licence.

This section is the reason the document exists. It fits in one sentence: the software stays with the publisher, your data stays with you. The table sets it out, so that neither party has to guess.

Ownership never transfers by the mere effect of a payment, nor by that of bespoke development. A module written specially for you, inside our product, on our architecture, remains our property: we grant you its use on the same terms as the rest. A transfer of ownership requires a separate written assignment naming precisely what is assigned, the extent of the rights, the term, the territory and the price. Such an assignment is possible: ask for it and we will price it. It is inferred from no silence.

The software is licensed to you in executable, hosted form. The source code is not part of what is supplied and is not handed over, save under a separately concluded escrow agreement.

The feedback you send us — bug reports, improvement suggestions — may be freely used by the publisher to develop its products, without conferring any right on you over the result and without depriving you of any right over what you have otherwise sent us.

We grant you, for the term of your contract and subject to payment of the sums due, a right to use the software on the following terms.

• Non-exclusive: the same software is licensed to others. That is what allows its cost to be shared, and therefore its price to come down.
• Personal and non-transferable: the licence is attached to you. It is not resold, lent or transferred — save with our written agreement, which we do not withhold without cause, in particular on a merger or a sale of your business.
• Limited to the subscribed scope: the number of users, sites, volumes or modules stated in the contract. Going beyond that scope is not prohibited — it is an adjustment, which we price; it is simply not included in what you pay today.
• For your own needs: those of your organisation, its employees, members, pupils or clients depending on the product. You may open access to people in your organisation and to those the product is designed to serve; you are answerable for their use as for your own.
• Without transfer of ownership: this right makes you the holder of no intellectual property right in the software.

Unless the contract states otherwise, the licence is worldwide: you may use it from anywhere, including from several countries.

The list is closed and reasoned. Each prohibition protects something specific; none is there to pad it out.

• Reselling, renting, sublicensing or making available to a third party access to the software, in whole or in part, free of charge or for a fee, including as a service rendered to third parties with our tool. What we sell is a right of use for your organisation — not a going concern.
• Copying, reproducing, adapting, translating, modifying or creating a derivative work of the software, beyond what the licence expressly authorises.
• Decompiling, disassembling, or otherwise attempting to reconstruct the source code, structure or algorithms of the software — except to the extent that the applicable law makes that right mandatory, in particular to obtain the information needed for interoperability with another program. In that case, write to us first: we supply the interoperability information, which is quicker for you and safer for us than reverse engineering.
• Circumventing a technical limitation: quota, access control, licensing mechanism, volume cap, separation between accounts.
• Removing, hiding or altering ownership notices: product name, publisher name, copyright notices, third-party component licence notices, in the interface as well as in exported files.
• Extracting the software to build a competing product, or using it to develop, train or improve a competing service. Publishing a comparison or a review of the product remains free: what is prohibited is taking it apart to rebuild it.
• Training, fine-tuning or evaluating an artificial-intelligence model on the software, its interface, its documentation or its output, without our written agreement.
• Using the software for unlawful purposes, or in a way that endangers the security, integrity or availability of the service for other users.
• Running a penetration test against our systems without prior written authorisation and an agreed scope. We grant such authorisations readily: see “Security”.

You are responsible for keeping your credentials confidential and for the actions carried out from your accounts. Tell us without delay if you suspect unauthorised access: we cut off the compromised access and help you take stock.

Our software incorporates components we did not write: open-source libraries, frameworks, fonts, infrastructure services. That is true of all contemporary software, and it is better said than left unsaid.

The clauses of this licence do not apply to those components. Each remains governed by its author’s licence — MIT, Apache 2.0, BSD, MPL, GPL, LGPL or another — and those licences prevail over this document as regards them. Where one of them grants you more than we do, it is the one that applies: we cannot restrict what we did not grant.

The list of a product’s third-party components, with their version and licence, is provided on written request. We keep that list up to date: it is good security practice too.

Conversely, our own code is not placed under an open-source licence merely because it calls one. The work we wrote remains governed by this document.

This section is not a favour. It sets out what we forbid ourselves, and it is written so that it can be held against us if we fall short of it.

• We take no rights over the data and content you place in the software. We acquire neither ownership nor any exploitation licence beyond what is strictly necessary to operate the service you ask of us.
• We do not sell it, rent it, pass it to anyone, or derive any advertising revenue from it.
• We train no artificial-intelligence model on it, neither for ourselves nor for a third party. Where a product offers a model-assisted feature, the processing is limited to what you ask of it, it is flagged to you, and the model provider is contractually bound to keep and reuse nothing.
• We do not access it outside three cases: a technical intervention you requested, a security incident, a legal obligation we cannot escape. Such access is logged and you may ask for the log.
• We do not hold it hostage. Exporting your data is available throughout the contract, in a usable format, at no extra charge and without having to be negotiated.

You remain responsible for the lawfulness of what you place there and for informing the people concerned. Where we process, on your behalf, personal data for which you are the controller, we act as a processor, under a written agreement complying with Article 28 of Regulation (EU) 2016/679; the details are in the privacy policy.

We take the steps needed to keep the service running and give advance notice of planned maintenance, scheduling it outside working hours as far as possible.

We do not guarantee a stated availability figure, unless a service-level commitment is separately subscribed and written into your contract. Announcing “99.9%” on a public page without measuring it or attaching a penalty to it would be an empty sentence: we would rather not write it.

The software changes. We add, modify and sometimes remove features. Where a feature you use is removed or substantially replaced, we give you at least three months’ notice and say what replaces it. If the replacement does not suit you, you may terminate without penalty on the date the change takes effect.

Corrective and security updates are applied by us and included in the subscription. They may be deployed without notice where a vulnerability requires it.

If you find a security vulnerability in one of our products or on this site, write to us before mentioning it anywhere else. Describe what you found and how to reproduce it.

What we commit to in return: acknowledge receipt within five working days, keep you informed of progress, fix within a time proportionate to the severity, and credit you publicly if you wish. We will take no action against anyone who reports in good faith, without exfiltrating data, without degrading the service and without disclosing before a fix.

A penetration test requires prior written authorisation and an agreed scope. We do grant them: ask, do not assume.

We may verify that use of the software matches the subscribed scope, at most once a year, on thirty days’ written notice, during working hours and without disrupting your business.

The verification covers the software’s usage counters, never the content of your data. Where an overrun is found, it is regularised at the rate in force for the period concerned — with no penalty, save in the event of deliberate concealment.

The licence runs for the term of your contract and ends with it. It ends automatically, without formal notice, in the event of a serious and irremediable breach of the prohibitions under “What is prohibited”.

Suspension: we may suspend access in the event of persistent non-payment after a formal notice has gone unheeded for fifteen days, of manifestly unlawful use, or of behaviour endangering the security of the service. In a security emergency, suspension may be immediate — we then inform you without delay and explain why.

Reversibility: at the end of the contract, whatever the cause, you have ninety days to export your data in a usable format. We assist you where the volume or the format requires it, charging for the time spent if that assistance goes beyond what the contract provides. After that period, your data is deleted from our systems, backups included, save for what a legal obligation requires us to keep.

Reversibility is never conditional on payment. Even where sums due are in dispute, you get your data back. We forbid ourselves to use it as leverage: that is not how one gets paid, and it is not how one keeps a reputation.

At the end of the contract, you cease all use of the software and destroy any copies of its documentation. The clauses intended to survive — ownership, confidentiality, liability, governing law — remain in force.

What we warrant. The software works in accordance with its current documentation. We hold the rights needed to license its use to you. We have built into it no hidden function designed to interrupt the service outside the suspension cases set out above.

A non-conformity reported in writing is corrected free of charge throughout your subscription.

What we do not warrant, and what nobody can honestly warrant: that the software is free of all error, that it runs without interruption, that it meets a need you have not put to us, that it is compatible with an environment or third-party tool we have not qualified, or that it produces a given commercial outcome.

The warranty does not cover anything resulting from unauthorised modification, from use contrary to the documentation or to this licence, from a failure of your equipment or network, or from a third-party component whose own author excludes all warranty.

If a third party claims that use of the software infringes its intellectual property rights, we take the matter over: we conduct your defence at our expense, provided you inform us without delay, let us run the proceedings and give us your cooperation. We bear any final award that results.

We may then, at our option: obtain the right to continue the use, modify or replace the part concerned with an equivalent function, or, if neither is reasonably practicable, terminate and refund pro rata the sums paid in advance.

This undertaking does not apply where the claim arises from a change you made, from a combination with something we did not supply, or from use contrary to this licence.

We cannot be held liable for indirect damage — loss of business, loss of revenue, loss of clientele, reputational harm. In any event, our liability is capped at the sums you have actually paid for the engagement or subscription concerned during the twelve months preceding the triggering event.

We are not answerable for the consequences of non-conforming use, of erroneous data you entered, of a decision you take on the basis of information displayed by the software without checking it, or of an interruption attributable to a third party or to force majeure.

Nothing in this document limits our liability in the event of wilful misconduct, gross negligence, harm to a person’s physical integrity, or in cases where the applicable law prohibits such a limitation. Nor does the cap apply to the undertaking given in the preceding section.

This licence is governed by Senegalese law, without prejudice to the mandatory provisions applicable at your place of establishment. In the event of a dispute, the parties seek an amicable solution; failing agreement within thirty days of a written claim, the dispute is brought before the competent courts of Dakar.

If a clause of this licence is held void or unenforceable, the others remain in force. That is true in particular of the prohibition on decompilation, which cannot deprive of effect a right that the law makes mandatory: it is then read within the limits that law sets, and the rest of the document stands.

This licence may be amended. The version in force, its date and its number appear at the top of the page. A substantial change is notified to you at least thirty days before it takes effect; if it does not suit you, you may terminate on that date without penalty.

For a licensing question, an assignment request, a third-party component list or a vulnerability report: