Software Licence Agreement

Section 1Definitions

“Software” means the EP Email plugin for PageMotor CMS, including all associated files, documentation, updates, and any derivative works provided by ElmsPark.

“Licence Key” means the unique alphanumeric code issued to you upon purchase that activates and validates your use of the Software.

“Licensed Domain” means the specific website domain(s) on which you are authorised to install and operate the Software, as determined by your Licence Tier.

“PageMotor” means the PageMotor Content Management System developed by DIYthemes/Chris Pearson, upon which the Software depends for operation.

“Update” means any bug fix, patch, or minor version release (e.g. 1.0 to 1.x) of the Software made available during your active licence period.

“Major Release” means a new major version of the Software (e.g. 1.x to 2.0) that may introduce substantially new functionality, architecture, or design.

“Active Licence Period” means the period during which your licence entitles you to receive Updates and support, as defined by your Licence Tier.

Section 2Licence Tiers

2.1 — Single Site Licence

Installation and use on one (1) production domain and one local development/staging environment
All standard features of the Software
Updates for twelve (12) months from purchase
Standard email support during the Active Licence Period
Does not include Major Releases unless explicitly stated at time of purchase

2.2 — Developer Licence

Installation on unlimited client websites built by the Licensee
Each client installation must be registered against a valid Licensed Domain
White-label options where available
Priority email support during the Active Licence Period
Active Licence Period: twelve months, renewable annually
Client sites deployed during an active subscription remain licensed after expiry but will not receive further Updates unless renewed

2.3 — Enterprise Licence

Unlimited installations within a single organisation
Multi-site and multi-environment deployments (dev, staging, production)
Custom feature development subject to separate written agreement
Dedicated support channel with agreed SLA commitments
Active Licence Period and pricing by individual agreement

2.4 — Community Contributor Licence

Granted at ElmsPark’s sole discretion for substantial, documented contributions
Lifetime access including all Updates
Major Releases included at ElmsPark’s discretion
Use on personal and client sites
Contributions must meet published criteria at elmspark.com/contributor-programme
Revocable only for malicious actions or material violation of community standards

2.5 — Educational Licence

Available to accredited institutions, registered non-profits, and verified students
50% discount on Single Site and Developer pricing
Extended evaluation: ninety (90) days
Restricted to educational, non-commercial use unless upgraded
Verification required annually

2.6 — Evaluation Licence

Full access to all standard features for thirty (30) days
Limited to one (1) non-production website
Must not be used on production/live websites or client projects
Automatically expires; data preserved upon conversion to paid licence
20% conversion discount valid for thirty (30) days after expiry

2.7 — OEM/Reseller Licence

For partners bundling or redistributing the Software
Subject to a separate written OEM Partner Agreement
Minimum annual volume commitments apply
Licensee must provide first-line support to their end users
Must not modify, rebrand, or misrepresent origin except as expressly permitted

Tier Comparison

Feature	Single	Developer	Enterprise	Educational
Sites	1	Unlimited	Unlimited	Varies
Updates	12 months	Subscription	By agreement	Subscription
Support Level	Standard	Priority	Premium/SLA	Standard
Transferable	—	✓ to clients	Within org	—
White-label	—	✓	✓	—
Major Releases	Extra	Extra	By agreement	Extra (50% off)

Section 3Grant of Licence

Subject to the terms of this Agreement and payment of the applicable fees, ElmsPark grants you a non-exclusive, non-transferable (except as set out in Section 2.2 for Developer Licences) licence to install and use the Software on the Licensed Domain(s) permitted by your Licence Tier.

All rights not expressly granted in this Agreement are reserved by ElmsPark.

Section 4Restrictions

You may not, and may not permit any third party to:

Redistribute, sublicence, sell, lease, rent, or otherwise transfer the Software or your Licence Key to any third party, except as expressly permitted under the Developer or OEM Licence Tiers.

Modify, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works based on the Software, except to the extent that such restriction is expressly prohibited by applicable law.

Remove, alter, or obscure any copyright, trademark, or proprietary notices contained in or on the Software.

Use the Software on any domain or environment not covered by your Licence Tier.

Share, publish, or otherwise disclose your Licence Key to any unauthorised party.

Use the Software for any purpose that is unlawful or prohibited by this Agreement.

Attempt to circumvent or disable any licence validation, activation, or security mechanisms within the Software.

Section 5Intellectual Property

The Software, including all code, documentation, design, and associated intellectual property, is and remains the exclusive property of ElmsPark Consultants.

This Agreement does not transfer any ownership rights in the Software. You acquire only the licence rights expressly set out in this Agreement.

Where a Community Contributor provides code, documentation, or other material to the Software, the Contributor hereby assigns all intellectual property rights in such contributions to ElmsPark. Contributors retain the right to reference their contributions in portfolios and professional contexts.

Section 6Updates & Major Releases

During your Active Licence Period, you are entitled to receive all Updates to the Software at no additional charge.

Major Releases may require an additional purchase or upgrade fee. ElmsPark will endeavour to offer existing Licensees preferential upgrade pricing.

After expiry of the Active Licence Period, the Software will continue to function on Licensed Domains but you will no longer receive Updates, Major Releases, or support until the licence is renewed.

ElmsPark is under no obligation to provide Updates or to continue development of the Software.

Section 7Support

Support is provided during the Active Licence Period via email at support@elmspark.com or such other channel as ElmsPark may designate.

Support covers: installation assistance, configuration guidance, bug reporting, and general usage queries relating to the Software.

Support does not cover: custom development, third-party integrations not officially supported, server or hosting configuration, PageMotor core issues, or any matter outside the reasonable scope of the Software.

ElmsPark will use reasonable endeavours to respond to support requests within two (2) business days for Standard support and one (1) business day for Priority support. These are targets, not guarantees, and do not constitute a service level agreement unless separately agreed in writing.

Section 8Platform Dependency

The Software requires PageMotor CMS to operate. ElmsPark does not control, develop, or maintain PageMotor and cannot guarantee compatibility with future versions of PageMotor.

ElmsPark will use reasonable endeavours to maintain compatibility with supported versions of PageMotor. If a PageMotor update causes a material incompatibility, ElmsPark will use reasonable endeavours to release a compatible Update within a reasonable timeframe, but makes no binding commitment to do so.

ElmsPark shall not be liable for any loss, damage, or disruption caused by changes to, discontinuation of, or incompatibilities with PageMotor or any other third-party software.

Section 9Data Protection & GDPR

To the extent that the Software processes personal data (as defined in the UK General Data Protection Regulation and the Data Protection Act 2018), the Licensee is the Data Controller and ElmsPark is the Data Processor with respect to any personal data processed through the Software.

ElmsPark processes Licensee data solely for the purpose of licence validation, support provision, and Software delivery. ElmsPark does not access, store, or process any end-user data collected through functionality deployed by the Licensee using the Software.

The Licensee is solely responsible for ensuring that their use of the Software complies with all applicable data protection legislation, including but not limited to the UK GDPR, the EU GDPR, and the Privacy and Electronic Communications Regulations 2003 (PECR).

The Licensee is responsible for:

providing appropriate privacy notices to end users;

obtaining valid consent where required;

implementing appropriate technical and organisational measures to protect personal data; and

responding to data subject rights requests.

Upon termination of this Agreement, ElmsPark will delete or return any Licensee personal data it holds within thirty (30) days, except where retention is required by law.

If ElmsPark becomes aware of a personal data breach affecting Licensee data, ElmsPark will notify the Licensee without undue delay.

Section 10Payment & Pricing

Licence fees are as published on the ElmsPark website at the time of purchase unless otherwise agreed in writing.

All prices are stated in British Pounds Sterling (GBP) unless otherwise indicated and are exclusive of any applicable VAT or sales tax.

Payment is due in full at the time of purchase. Licences are not activated until payment is received and confirmed.

Renewal pricing may differ from the original purchase price. ElmsPark will provide at least thirty (30) days’ notice of any price changes prior to renewal.

Section 11Refund Policy

UK Consumer Rights. In accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have the right to cancel your purchase within fourteen (14) days for a full refund, subject to the conditions below.

You may cancel within fourteen (14) days of purchase for a full refund, provided that:

You have not activated the Licence Key; or

Where you have consented to immediate performance (i.e. activation of the Licence Key), you acknowledge that you lose the right to cancel once the digital content has been fully supplied.

Refund requests must be submitted in writing to support@elmspark.com within the cancellation period.

Community Contributor and Evaluation Licences are provided free of charge and are not subject to refund.

Where a refund is granted, the associated Licence Key will be immediately deactivated and you must cease use of the Software and delete all copies.

Section 12Warranty Disclaimer

The Software is provided “as is” and “as available” without warranty of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

ElmsPark does not warrant that the Software will be error-free, uninterrupted, secure, or compatible with all systems, configurations, or third-party software.

Nothing in this Agreement excludes or limits any warranty, condition, or liability that cannot lawfully be excluded or limited under English law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

Section 13Limitation of Liability

To the maximum extent permitted by applicable law, ElmsPark’s total aggregate liability to you under or in connection with this Agreement shall not exceed the amount you paid for the Software in the twelve (12) months immediately preceding the event giving rise to the claim.

ElmsPark shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunity, or goodwill, whether or not foreseeable.

Nothing in this section excludes or limits liability that cannot lawfully be excluded or limited under English law.

Section 14Indemnification

You agree to indemnify, defend, and hold harmless ElmsPark, its directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Software in breach of this Agreement; (b) your breach of any applicable law or regulation; or (c) any claim by a third party arising from your use of the Software.

Section 15Term & Termination

This Agreement is effective from the date of purchase and continues for the duration of your Active Licence Period, unless terminated earlier in accordance with this section.

ElmsPark may terminate this Agreement immediately upon written notice if you materially breach any term and (where the breach is capable of remedy) fail to remedy such breach within fourteen (14) days of receiving written notice.

You may terminate at any time by ceasing all use and deleting all copies. No refund will be issued for early termination except as set out in Section 11.

Upon termination: (a) all licence rights cease immediately; (b) you must delete all copies of the Software; (c) your Licence Key will be deactivated; and (d) any accrued rights or obligations shall survive termination.

Section 16Validation & Enforcement

The Software may periodically communicate with ElmsPark’s servers for licence validation. This communication transmits only the Licensed Domain and Licence Key; no personal data or website content is transmitted.

If a licence violation is detected, ElmsPark will follow this process: (a) written notification; (b) fourteen (14) day remedy period; (c) licence suspension if not remedied; (d) licence termination and, where appropriate, further legal action.

ElmsPark reserves the right to audit compliance upon reasonable notice. Audits will be conducted with minimal disruption and in accordance with applicable data protection legislation.

Section 17Renewal

Licences do not renew automatically unless you have opted in to automatic renewal.

ElmsPark will send a renewal reminder at least thirty (30) days before expiry.

A grace period of fourteen (14) days following expiry is provided. During this period, the Software continues to function but Updates and support are suspended.

Domain changes are permitted during the Active Licence Period by contacting support@elmspark.com. One domain change per year is included; additional changes may incur an administrative fee.

Section 18Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

Nothing in this section shall prevent ElmsPark from seeking injunctive or other equitable relief in any court of competent jurisdiction.

Section 19General Provisions

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, both written and oral.

Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.

Waiver. No failure or delay by ElmsPark in exercising any right shall constitute a waiver.

Assignment. You may not assign this Agreement without ElmsPark’s prior written consent. ElmsPark may assign in connection with a merger, acquisition, or sale of substantially all assets.

Force Majeure. ElmsPark shall not be liable for delay or failure resulting from circumstances beyond its reasonable control.

Notices. All notices shall be in writing and sent to support@elmspark.com or such other address as notified.

Third-Party Rights. A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

Section 20Contact

ElmsPark Consultants
Email: support@elmspark.com
Web: elmspark.com
Product: epemail.elmspark.com