HeliosDB Customer Terms for Self-Hosted Commercial Licences

Change log

1. About these terms

1.1 These terms govern commercial licences for HeliosDB Lite and HeliosDB Full that a customer runs on infrastructure it controls ("self-hosted"), and the evaluation of those licences. They apply between Dimen Sigon OÜ, trading as HeliosDB ("HeliosDB"), and the organisation named in the Order (the "Customer").

1.2 These terms are for business customers only. The person who accepts them confirms that they act for the Customer in its trade, business or profession and have authority to bind it.

1.3 A Customer that buys through an authorised HeliosDB reseller receives its licence from HeliosDB under these terms; the reseller sets its own prices and payment terms with the Customer, and clauses 9 and 10 then apply to the extent the reseller's order says so.

1.4 HeliosDB Cloud is governed by the HeliosDB Cloud Terms of Service, not by these terms.

2. Definitions

2.1 In these terms:

• "Commercial Licence" means the licence granted in clause 3 for the edition, number of Production Deployment Units and term stated in an Order.
• "Documentation" means the user documentation HeliosDB publishes for the Product at docs.heliosdb.com.
• "Generally Released" means a version that HeliosDB designates as generally released in the Release and Capability Matrix. Preview, nightly and source-build-only versions are not Generally Released.
• "Order" means an order form, quote accepted in writing, or reseller order accepted by HeliosDB, that refers to these terms and states the edition, quantity of Production Deployment Units, measurement method, term, price and currency.
• "Product" means HeliosDB Lite or HeliosDB Full, as stated in the Order, including the HeliosProxy and core components supplied with it, in object-code form, with the Documentation and the Updates supplied during the term.
• "Production Deployment Unit" or "PDU" has the meaning in clause 4.
• "Release and Capability Matrix" means the matrix HeliosDB publishes that shows, for each edition and version, the release status of features and the status of each protocol, engine and driver, as defined in the HeliosDB Release and Capability Matrix reference terms, including the Compatibility Matrix it refers to.
• "Updates" means the corrections and new versions of the Product that HeliosDB makes generally available to Commercial Licence customers during the term.
• "Upstream Licence" means the Server Side Public License, version 1 (SSPL-1.0), under which HeliosDB licenses HeliosDB Lite and HeliosDB Full, and the Apache License 2.0 for HeliosDB Nano and HeliosProxy where they are used on their own.

3. Licence

3.1 Grant. Subject to these terms and payment of the fees, HeliosDB grants the Customer, for the term of each Order, a non-exclusive, non-transferable (except under clause 19.3) licence to install, run, copy and configure the Product for the number of PDUs in the Order, for:

• (a) the Customer's own internal business workloads; and
• (b) software services the Customer provides to its own customers, where the database is an implementation component of the Customer's application and not the principal thing being offered.

3.2 What needs a different agreement. A service whose principal deliverable is access to the database itself (database as a service) needs a HeliosDB provider agreement. Distributing the Product inside software delivered to third parties needs a HeliosDB OEM agreement. Borderline cases are settled in the Order; HeliosDB has no right to reclassify a signed Order on its own.

3.3 Group companies. The Customer may let companies it controls, that control it or that are under common control with it use the Product within the licensed PDUs. The Customer is responsible for their compliance.

3.4 Contractors. The Customer may let contractors operate the Product for it within the licensed PDUs, under confidentiality duties at least as protective as these terms.

3.5 Upstream rights are unaffected. Nothing in these terms limits rights that anyone has directly under an Upstream Licence. A Commercial Licence is an alternative for customers who want rights the Upstream Licence does not give or who want contractual certainty. Commercial use does not by itself require a Commercial Licence; whether a particular service does is governed by the Upstream Licence.

3.6 Restrictions. Except as these terms, an Upstream Licence or mandatory law allow, the Customer shall not: sublicense, sell, rent or lend the Product to third parties; use it beyond the licensed PDUs; remove or alter copyright, licence or trade-mark notices; or use the Product in breach of applicable law, including export control and sanctions law.

3.7 Third-party components. The Product contains open-source components under their own licences. Those licences apply to those components, and nothing in these terms restricts rights they grant.

3.8 No kill switch. The Product contains no mechanism that disables it remotely or when a licence ends, and HeliosDB will not use any such mechanism. HeliosDB never destroys the Customer's data to enforce these terms.

3.9 Reservation of rights. HeliosDB and its licensors keep all rights in the Product not expressly granted.

4. Production Deployment Units

4.1 Definition. A PDU is one independently operated production database system serving a named application or environment for one customer organisation, with up to 16 allocated active database vCPUs in aggregate. A multi-tenant application service may serve any number of its own application tenants within one PDU. Database names, schemas, branches, connections, end-user seats, protocols, vectors and passive recovery copies do not create additional PDUs.

4.2 Counting. Each independent production deployment counts as the greater of one and the number of active allocated database vCPUs divided by 16, rounded up. The counts of separate deployments are added together. Count the virtual machine allocation or container CPU limit available to the database processes or, where there is no limit, the capacity actually available to them, without counting the same shared allocation twice. The Order records the measurement method. No charge is based on CPU utilisation.

4.3 Examples. 16 active vCPUs is 1 PDU; 17 active vCPUs is 2 PDUs; two separate production systems of 8 vCPUs each are 2 PDUs.

4.4 Copies included. Each deployment includes up to two passive standby or recovery copies and its non-production development and test copies, without additional charge. A passive copy may receive replication and run health checks but serves no ordinary application queries or analytics; an active read replica counts toward active capacity. A standby that replaces a failed primary is not counted twice. Simultaneous failover or recovery testing of up to 72 hours per calendar year, and migration overlap of up to 14 days in any rolling twelve months, are not capacity increases; restarting a migration does not renew the allowance. These allowances are licence terms only; whether an edition or version supports a topology is shown in the Release and Capability Matrix.

4.5 Bundled components and editions. HeliosDB Lite includes its supplied proxy and core components without a separate fee. A HeliosDB Full deployment does not need a second Lite licence for the same runtime; a separately running Lite system is licensed separately. When the Customer upgrades from Lite to Full, the unused paid period of the Lite licence is credited.

4.6 Statement of use. The Customer keeps a record of its deployments and their PDU counts under the measurement method in the Order. Once in any twelve months, on 30 days' written notice, HeliosDB may ask for a written statement of the PDUs in use, signed by an authorised representative. HeliosDB does not require remote telemetry for licence purposes.

4.7 Changes in units. Purchased units are recorded at the start of each paid period. An increase adds the units needed from its effective date and is charged for the rest of the paid period by actual calendar days; a larger count is never applied to earlier days. Added units remain purchased until renewal. A decrease takes effect at the next renewal and does not create a refund for the current period. Additions to an annual Order align to its renewal date and use the annual unit price.

5. Updates, documentation and support

5.1 Included. During the term of an Order the Customer receives the Updates, the Documentation and access to HeliosDB's bug-reporting channel. No separate maintenance fee applies.

5.2 Support. A Commercial Licence includes no human response commitment. Paid support plans are available under the HeliosDB Support Policy; support is provided on a best-effort basis as described there, without response-time guarantees or service credits.

5.3 Compatibility. Protocol and driver compatibility is described only in the Release and Capability Matrix and the Compatibility Matrix, at the version identified in the Order. Compatibility with an open-source driver does not mean complete feature parity with the original database engine, or compatibility with every application, extension or administrative tool. A later edit of the matrix does not reduce what an Order already identifies.

6. Transaction durability

6.1 The HeliosDB Transaction Durability Commitment applies to HeliosDB Full licensed under these terms and to HeliosProxy as supplied with the Product, within the scope, conditions and remedies set out in that commitment. It is part of these terms. It applies from the first Generally Released version of the Product designated in the Release and Capability Matrix; on the effective date of these terms none is designated (clause 4.3 of that commitment).

6.2 HeliosDB gives no availability or uptime commitment for self-hosted Products, because the Customer operates the infrastructure.

7. Evaluation

7.1 HeliosDB offers a commercial evaluation of 60 days, once per corporate group per edition, for up to two deployments. No payment card is required and nothing is charged automatically.

7.2 During the evaluation the Customer may use the Product for development, testing and evaluation. A pilot on live data requires a scope and backup plan agreed in writing. A provider may not use an evaluation to serve its own customers in production.

7.3 When the evaluation ends, the Customer chooses to buy a Commercial Licence, to continue under an Upstream Licence where its use complies with it, or to stop using the Product under the evaluation. For 30 days after the end the Customer may use the Product only to migrate or export its data and may not add new production customers. The Product keeps working and no data is destroyed.

7.4 The evaluation is provided as is: clauses 13 and 14 do not apply to it, but nothing excludes liability for intent or gross negligence, or liability that cannot be excluded by law.

8. Term, renewal and cancellation

8.1 Each Order runs for the term it states: monthly or annual.

8.2 A monthly Order renews each month until cancelled. The Customer may cancel at any time with effect from the next billing anniversary.

8.3 An annual price equals ten monthly charges and is a twelve-month commitment. Cancelling an annual Order prevents its renewal; the committed term continues unless an express refund right applies. HeliosDB sends renewal reminders 60 and 30 days before each annual renewal, and the Customer may give notice of non-renewal at any time until the renewal date.

9. Fees, price protection and refunds

9.1 Fees. The Customer pays the fees in the Order. Prices are in US dollars unless a dated fixed-currency schedule accepted before the Order states otherwise. For annual Orders there is no currency adjustment during the term.

9.2 Invoicing. HeliosDB invoices each paid period in advance, no earlier than the start of that period. Invoices are due within 30 days of the invoice date. If part of an invoice is disputed in good faith, the Customer pays the undisputed part and the parties resolve the rest promptly.

9.3 Price protection. The unit price of the same item and quantity is fixed for 24 months from the Customer's first paid Order, and expansion during that period uses the protected unit price. After that, a renewal price may rise by at most 5 per cent in any twelve months, on at least 90 days' notice, and the Customer may decline the renewal. A different item or added capacity may increase the total charge, but a renewal increase is never presented as a rename. Continued use is never treated as acceptance of a price increase.

9.4 Satisfaction refund. A corporate group's first self-hosted commercial software purchase may be refunded in full if the Customer asks within 30 days of activation. The refund excludes HeliosDB Cloud services consumed, support already delivered, consultancy and third-party costs. After the refund, use under the Commercial Licence must stop or move to an Upstream Licence route that is valid on its own, with 30 days of export and migration use. Services that a partner delivered are not refunded through this right without that partner's consent.

9.5 Non-delivery. If HeliosDB fails to make the Product available for a paid period, no fee is due for that period and any amount paid for it is refunded.

10. Taxes

10.1 The amounts in an Order are the full amounts the Customer pays. HeliosDB does not add tax to them.

10.2 Where the supply is a cross-border supply to a business, the reverse-charge mechanism applies: the Customer accounts for any value added tax, goods and services tax, sales tax or use tax due in its own country. Where HeliosDB must charge Estonian value added tax on a supply, that tax is included in the stated amount.

10.3 Each party is responsible for declaring and paying its own taxes on income, profits and gains in its own country. The Customer pays without deduction or withholding. If mandatory law nevertheless requires a deduction, the Customer deducts only what that law requires, pays it to the authority on time and gives HeliosDB the official receipt.

11. Confidentiality

11.1 Each party shall keep confidential the other's non-public information that is marked confidential or that a reasonable person would understand to be confidential, use it only for these terms, and disclose it only to people who need it and are bound by equivalent duties. These duties do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or is lawfully received from a third party without a duty of confidence. Disclosure required by law is permitted, with prior notice where lawful. These duties last for five years after each disclosure and, for trade secrets, as long as they remain trade secrets.

12. Data protection

12.1 In ordinary self-hosted use HeliosDB has no access to data stored in the Product. If the Customer gives HeliosDB access to personal data, for example during support or diagnosis, the HeliosDB Data Processing Agreement applies to that processing, and HeliosDB processes that data only on the Customer's instructions.

12.2 HeliosDB's own processing of the Customer's contact and account data is described in the HeliosDB Privacy Notice.

13. Warranties

13.1 HeliosDB warrants that it has the right to grant the Commercial Licence and that each Generally Released version of the Product, used as the Documentation describes, will perform materially as the Documentation describes. If it does not, HeliosDB shall, at its choice and within a reasonable time, correct the defect, provide a workaround, or, if neither is possible, end the affected Order and refund the fees paid for the remaining paid period.

13.2 Otherwise the Product is provided without further warranties to the extent permitted by law. HeliosDB does not warrant that the Product will be uninterrupted or error-free, or compatible with every application, driver or tool. Statutory rights that cannot be excluded remain.

14. Intellectual property indemnity

14.1 HeliosDB shall defend the Customer against a third-party claim that the Customer's use of a Generally Released version of the Product, in accordance with these terms, infringes a patent, copyright or trade-mark right enforceable in the European Economic Area, and shall pay the damages and costs finally awarded or agreed in a settlement HeliosDB approves.

14.2 The indemnity covers the European Economic Area only. It does not cover claims under the law of any other territory.

14.3 The indemnity does not apply to claims arising from: modifications not made by HeliosDB; combination with items not supplied by HeliosDB, where the claim would not arise without the combination; use after HeliosDB has supplied a non-infringing Update at no extra charge; or open-source components used under their own licences.

14.4 The Customer shall notify HeliosDB promptly of the claim, let HeliosDB control the defence and settlement, and give reasonable help at HeliosDB's cost. If the Product is, or HeliosDB reasonably believes it may become, the subject of a claim, HeliosDB may obtain the right for the Customer to continue using it, modify it so it does not infringe, or end the affected Order and refund the fees paid for the remaining paid period.

14.5 This clause states HeliosDB's entire liability for third-party intellectual property claims, subject to clause 15.3.

15. Liability

15.1 Cap. Each party's total liability arising out of or in connection with these terms and all Orders under them, in any twelve-month period, is limited to the greater of (a) the fees paid and payable under these terms in the twelve months before the event giving rise to the claim and (b) USD 25,000.

15.2 Excluded losses. Neither party is liable for loss of profit, revenue, goodwill or business opportunity, or for indirect or consequential loss, except that this does not limit the remedies set out in the Transaction Durability Commitment.

15.3 What is never limited. Clauses 15.1 and 15.2 do not limit or exclude: liability for intentional breach or gross negligence; liability for death or personal injury; the Customer's obligation to pay fees; amounts due under clause 14; or any liability that cannot be limited or excluded by law.

15.4 No double recovery. A party may not recover more than once for the same loss.

16. Suspension and termination

16.1 Either party may terminate an Order by written notice if the other materially breaches these terms and does not remedy the breach within 30 days of a notice describing it.

16.2 Either party may terminate by notice if the other becomes insolvent or enters bankruptcy or liquidation proceedings, to the extent the law allows.

16.3 When an Order ends, the Commercial Licence for it ends. The Customer then has 30 days to migrate or export its data, may not add new production customers during that period, and must then stop using the Product under the Commercial Licence, unless it continues under an Upstream Licence. If HeliosDB terminates under clause 16.1 because of the Customer's breach, no refund is due; if the Customer terminates under clause 16.1 because of HeliosDB's breach, HeliosDB refunds fees paid for the remaining paid period.

16.4 Clauses 3.5, 3.8, 9.4, 10, 11, 14, 15, 16.3 and 19 survive termination.

17. Compliance

17.1 Each party shall comply with anti-bribery, export-control and sanctions laws that apply to it. Neither party is required to act in breach of a law that applies to it.

18. Changes to these terms

18.1 HeliosDB may publish a new version of these terms. A new version applies to an existing Order only from its next renewal after at least 90 days' notice, or earlier if the Customer accepts it. Core commercial terms of a running Order (price, quantity, term, licence scope and liability) change only by written agreement.

18.2 Every version is published at the address at the top with its version, effective date, change log and SHA-256 fingerprint, and earlier versions remain available there.

19. General

19.1 Order of precedence. If documents conflict, the following order applies, the earlier prevailing: a signed Order (for the points it expressly changes); the HeliosDB Data Processing Agreement (for the processing it covers); these terms; the Transaction Durability Commitment; the Support Policy; other policies referred to here.

19.2 Notices. Notices to HeliosDB go to support@heliosdb.com or by post to Ahtri 12, 10151 Tallinn, Estonia. Notices to the Customer go to the contact in the Order. E-mail notices are received on the next business day after sending unless delivery fails.

19.3 Assignment. Neither party may transfer its rights and obligations without the other's consent, which shall not be unreasonably withheld, except to a group company or to a successor of the relevant business on notice. Monetary claims may be assigned freely.

19.4 Independent parties. The parties are independent contractors.

19.5 Severability. If a provision is invalid, the rest remains in force, and the invalid provision is replaced by the rule that the law applies in its place.

19.6 Entire agreement. These terms, the documents they refer to and the Order are the entire agreement on their subject and replace earlier discussions. Nothing excludes liability for fraudulent misrepresentation.

19.7 Language. These terms are in English. A translation is for convenience only.

19.8 Governing law and courts. These terms are governed by the law of the Republic of Estonia, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. The parties shall first try in good faith to resolve a dispute by negotiation for 30 days, without preventing urgent relief or the running of statutory deadlines. Disputes are then decided by Harju County Court (Harju Maakohus) in Tallinn, Estonia.