The licence.
What a licensee gets, where our right to grant it comes from, how the hours are priced and counted, how it ends, and the short list of things we stand behind. Written for the person who will have to read it twice.
Three papers, in one direction, and none of them skips a step.
The first question a licensee's counsel asks is where our right to grant anything comes from. It comes from here, and the chain is short enough to check.
Fig. 1 — Chain of title. Nothing can be granted downstream that was not permitted at the first step.
The person signs with Even Steven
Four separate permissions, each given on its own and ended on its own. Nobody else contracts with them — not their employer, and not us. The four consents
Even Steven licenses the corpus to us
We hold our right to market from that licence, and under it we may offer either individual skills or sets and series, at our discretion. Sets and series
We license a named skill onward
What reaches a licensee's machine is a sealed release built from one registry entry, and what is billed is the hours it ran. The release
What is licensed, and what is not.
The right to run named work on named machines
A licensee may put a sealed release onto the machines the licence covers, have a person on its crew select it by name, run it, and report the count. The grant is to run, for the hours it runs, on the machines named.
Anything that would outlive the licence
No right to copy a release beyond the machines covered, to take it apart, to train anything on it, to sub-license it, or to hold it after the licence ends. A release is not sold, and nothing in it is assigned.
What a licensee never receives. No session, and no part of one. No recording. Nothing identifying the person beyond the name the licence runs under. A release carries a digest of what went into it, never the contents. A machine never receives a session and never returns one. What a record is
Paid for the hours the machine worked, and no others.
Not a seat, not a subscription, not a term a licensee has to fill. The rate itself is set in the licence, per entry.
The meter is the clearance
The act that clears a machine to run is the act that starts the count. There is no separate reporting step to get wrong, and no usage figure assembled afterwards out of logs. The count
One row, both directions
The row a licensee is invoiced from is the row the person is paid from. Neither can be adjusted without the other, because there is no second ledger for one of them to be adjusted in.
A set is priced as its members
Licensing several entries together is an arrangement over several rates. It does not create a single rate for a merged thing, because there is no merged thing. Sets and series
Either side can check the count against the signed rows on the licensee's own machines, and the person whose skill ran can check the hours run under their name. Both are reading the same rows. A disagreement is settled by going back to the row rather than by reconciling two records. How auditing works
Three ways, and one of them is not ours to control.
| How | What happens |
|---|---|
| The term runs out, or a licensee ends it | The release stops being choosable, is unloaded from every machine it was loaded onto, and every copy is deleted. The licensee confirms in writing the day the last job ran and the day the last copy was gone. Hours already run are counted and paid. |
| A licensee breaks the terms | The same steps, on notice. The obligations that survive are the ones that have to: the hours owed, the count, and the deletion. |
| The person ends theirs | It stops for new work at once; a job already underway finishes. No new job starts under it from the day notice arrives. The running job finishes because stopping a machine mid-pass is its own hazard — that is the one delay in it, and neither we nor a licensee can extend it. Then the same unload, delete and confirm. |
A person ending theirs is not a breach by us. It is not a failure of supply and it gives a licensee no claim of any kind — not for the job it could not finish, not for the customer it had to tell, and not for the machine that went back to its own operator's way. This is the central term of the whole arrangement, a licensee acknowledges it on the face of the paper, and a licensee prices its business accordingly. Knowing that before signing is worth more than any warranty we could offer instead. Withdrawal in full
Two dates are told and they are never collapsed into one: the out-of-service date, the day it stops being choosable, and the true date, the day the last copy is gone, backups included. The shorter is never allowed to stand in for the longer, and a licensee's own backup horizon is part of how the longer one is worked out — which is why a licensee states it, in the licence, before anything runs.
What we stand behind, and what we never will.
Short lists are easier to keep than long ones. These are the whole of it.
Three things
The money owed — that the hours counted are paid, to the person and on the
stated terms.
The count — that the rows are what they say they are, and that both sides can
check them at source.
The deletion — that when something ends it is gone, to a date we state, and
that the shorter date is never passed off as the longer.
The machine, the job, or the output
We give no warranty of fitness for any work. No part of any safety case rests on anything we supply, and we are not a designer, manufacturer, integrator or supplier of any machine or of anything that drives one. A skill proposes; a person authorizes; safety has veto. A licensee is responsible for the safety of what it builds and what it fits, holds its own conformity assessment, and carries its own insurance.
Which way the indemnity runs. Toward the person, we ask for none: the person gives us no indemnity, no warranty, and has no liability to us. Toward a licensee it runs the other way, because a licensee is the opposite case — it builds the thing that moves a machine, it holds the conformity assessment, and it is insured. A licensee indemnifies us against claims arising from the operation of a machine by or with its own equipment, except to the extent we are in breach ourselves. And a licensee never represents, in any document, that a skill, the interface or this company forms part of its safety case.
The four things worth knowing early.
The person can end it, and that is the point
A licensee for whom that is unworkable is better finding out now. Everything else here exists to make that promise keepable rather than decorative.
A released package does not change in the field
It does not learn on a licensee's machine and it does not drift. It changes when a new release is built, signed and deliberately put there — which is also the cleanest answer available to a product liability question about a machine that learns after it is sold. The legal position
One specification, on the same terms to everyone
Including to the machine company inside our own group. The specification is available under NDA, and an NDA is the first paper in any conversation that reaches it.
A record is never supplied to assess a person
Not to an employer, not to an insurer, not to anyone. No score, no ranking, and no comparison of a person against their own earlier work. That is a standing refusal and it is not negotiable in a licence.
Want the terms in front of your own counsel?
Tell us what you are building. The licence, and the specification under NDA, go to your counsel.