Settl — Software Licence, Sale and Support Agreement (EULA)

Version 1.1 · Effective 2026-09-19

What changed in version 1.1. §3.3 and the new §3.6 disclose read-only mode — the one state in which the software stops accepting new work — and state exactly what it does not do. §9.5 is clarified to match. Nothing in §6.4 changes: your data is always readable and exportable from your own installation, and this version does not weaken that.

Parties. This Agreement is between Settl, a company registered in Pakistan ("we", "us", "Vendor"), and the entity named on the order form or licence record ("you", "Client").

By installing, loading, or using the Settl software, or by paying an invoice for it, you accept this Agreement. If you do not accept it, do not install or use the software and do not pay.

Plain-language summary (does not override the operative clauses below): you are buying a licence to run our software on your own server, for your own business, to chase invoices owed to you. We never receive your data. You are responsible for how you use it, including the laws around contacting your customers. Our total liability is capped at the greater of the fees you paid us in the last 12 months or USD 1,000. The licence expires on its expiry date; if the software cannot reach our licence service for 45 days, automated chasing pauses, but your data is never locked, deleted or hidden — you can always read and export it. We never receive it, and we can never delete it: it is on your server, under your control. The only thing that can stop the software accepting new work is read-only mode (§3.6), which we use on a refund or an open dispute and which still leaves you the ability to read and export everything.

1. What you are buying, and what you are not

1.1 Licence grant. We grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to run the Settl software, in the form supplied to you (a container image file), on servers you own or control, for your own internal business use, for the number of installations or tenants stated in your licence file, for the licence term.

1.2 Deliverables. We supply: (a) the signed container image file; (b) a licence file; (c) the delivery kit (installation scripts, configuration template, backup and diagnostics scripts, installation guide); and (d) the deployment service described in §4.

1.3 What we are not. We are a software developer and licensor only. We are not a debt collection agency, a credit repair organisation, a financial institution, a law firm, or your agent. We do not collect debts, contact your customers, send messages on your behalf, or act in any capacity for you or your customers. The software is a tool that you operate. Every message it sends and every call it places is sent or placed by you, from your systems, under your name, using credentials you supply and control.

1.4 No access to your data. We have no access to your installation, your database, your customers' details, or the contents of any message or call. See the Privacy Policy.

1.5 Permitted use — first-party receivables only (material term)

You represent, warrant and undertake that:

• (a) the software will be used exclusively to pursue your own bona fide commercial accounts receivable, arising from goods or services you directly supplied;
• (b) you will not use the software: to collect debts owed to a third party; to collect debts assigned or purchased from another entity; to collect consumer debts or debts owed by individuals acting for personal, family or household purposes; to act as a collection agency or on behalf of another business; or to contact any person for a purpose other than your own receivable;
• (c) you hold all rights, consents, permissions and lawful bases required to contact each person the software contacts, and to process the personal data you load into it;
• (d) you will comply with all laws that apply to your use, including those governing commercial electronic messages, telemarketing, caller identification, call recording, contact frequency, time-of-day restrictions, debt-collection conduct, and privacy.

1.6 Your compliance responsibility (material term). The software provides configurable operational features — contact windows, cooldowns, per-customer pause, approval mode, risk-based escalation, and opt-out by customer — that are designed to assist you in executing your own credit-control and compliance policies. Configuring and operating those features so that your outreach is lawful is your responsibility alone. We do not and cannot verify the lawfulness of your use, your contact data, your templates, your schedules, or your calling.

1.7 Opt-outs, stop requests and sender identity (material term). You are solely responsible for receiving, recording and honouring every request from any person to stop being contacted, and for suppressing that person from further automated contact. The software gives you the controls to do it: pause chasing for an account, mark an invoice disputed, dismiss a call task, or remove the contact details. You are also responsible for ensuring that every message and call identifies you as the sender, and for including any opt-out or unsubscribe wording your law requires in your templates before you enable sending.

1.8 No personal liability of individuals. This Agreement binds the entity named as Vendor. No director, officer, employee, contractor or owner of the Vendor has personal liability to you under or in connection with this Agreement.

2. Restrictions

You must not:

• (a) copy, sell, sublicense, rent, lease, lend, distribute or host the software for or on behalf of any third party;
• (b) reverse-engineer, decompile, disassemble, unbundle, decrypt, inspect or extract the layers of the container image, or otherwise attempt to derive source code, except to the extent such restriction is prohibited by applicable law;
• (c) remove, obscure, alter, patch, bypass or interfere with any licence verification, check-in, copyright, attribution or version reporting mechanism, or attempt to;
• (d) run the software beyond the expiry date of your licence;
• (e) use the software to send unsolicited messages unrelated to your own receivables, to contact persons on a do-not-call register where prohibited, or in any manner that is deceptive, harassing, or unlawful;
• (f) represent yourself as the Vendor, or make any statement about our software's legal compliance, security certification, or fitness that we have not made in writing.

Breach of this §2 or §1.5 is a material breach that we may treat as termination under §9.

3. Licence file, verification and what happens if it fails

3.1 Licence file. Your right to run the software is set out in a signed licence file delivered with the image. It states the licensee, the licence ID, the installation binding, the licensed edition, and an expiry date.

3.2 Verification. While your installation can reach our licence service, the software confirms the licence every 6 hours. The check-in contains identifiers and counts only — licence ID, application version, the domain the installation is served from, a host identifier, and aggregate counters (for example, number of invoices and number of reminders sent). It never contains invoice contents, your customers' names or contact details, message bodies, credentials, or file contents.

3.3 Degradation, and the promise that your data never locks. This mechanism is disclosed to you in full and you acknowledge and consent to it:

In the Paused state the application and your data remain fully available: you can sign in, view and edit invoices, import and export files, read history, and send individual reminders manually. We will not lock your data, or delete it, or remove your ability to export it, as a means of enforcement. Pausing background automation is the software's only automatic self-help, and it is disclosed here so that it is a contractually agreed mechanism and not an interference with your business.

Read-only mode is the one further step, and only we can take it. In the circumstances set out in §3.6 we may place an installation in read-only mode. The distinction matters and is absolute: pausing changes what the software does by itself; read-only changes what it will accept from you. Neither one ever changes what exists on your server, what you can read, or what you can export. Read-only mode never deletes, corrupts, hides or encrypts anything, it is never triggered automatically — an expired or unverified licence on its own can never cause it — and it is lifted by us as soon as the matter in §3.6 is resolved.

What "suspension" means everywhere in this Agreement. Where any other clause says we may suspend the licence or the services, it means the disclosed automation pause and the cessation of licence verification, and — only where §3.6 applies — read-only mode. It never means deletion of your data, corruption of your data, or removal of your ability to read and export it. The only step that could change what you can reach is termination of the licence, and even then §6.4 applies.

3.4 Offline installations. If no licence-service address is configured, a licence with an expiry date is honoured offline for its term, and nothing is transmitted. Offline operation is a separately priced arrangement stated on the licence, and it still ends on the licence's expiry date. Blocking outbound access from a licensed installation does not extend a licence: an installation that cannot reach the licence service follows the same ladder in §3.3.

3.5 Renewal. We will send renewal notices to the contact on your licence at least 30 days before expiry. Installing a renewal licence does not affect your data.

3.6 Read-only mode (added in version 1.1). Read-only mode is a state we may place an installation in, by a decision recorded on our side and delivered to your installation on its next licence check-in (within 6 hours, or immediately if someone presses "Check now").

(a) When we may use it. Only where at least one of the following is true: (i) we have refunded a fee to you — including a refund made under §3 of the Refund Policy — and the licence continues to run; (ii) a payment we received has been reversed, or is in chargeback or a formal dispute started under §10.1, and the matter is not resolved; (iii) a breach of §1.5, §2 or §5.3 is unremedied after notice under §9.3; or (iv) we are required to by law. We will tell you which one applies, in writing, when we do it. Asking us for a refund does not trigger it, and neither does a support subscription you cancel: only a reversal, or a dispute you have formally started, or one of (i), (iii) or (iv).

(b) What it does. In read-only mode the software will not accept new work: you cannot add or edit invoices, add or edit customers, send or approve reminders, run a sync with your accounting system, place calls, or change settings. Scheduled automation is off.

(c) What it does not do — and this is a material term. Read-only mode does not delete, move, corrupt, encrypt, hide or withhold any data, and it does not remove your ability to sign in, read every record you have, or export your invoices and your customers to CSV from inside your own installation, exactly as §6.4 provides. It does not touch your accounting system, your email, your telephony or any other system you connect. It does not stop your own backups, and it does not restrict direct access to the database on your own server. We have no ability to reach your data: it is on your server, and it stays there.

(d) How it ends. It is lifted when the matter in (a) is resolved — a refund is settled, a dispute is decided, a breach is remedied — or on our written decision at any time. Lifting it is a single action on our side and needs nothing from you. We will not leave read-only mode on as a means of collecting an amount that is genuinely in dispute under §10.

(e) Notice in the application. While it is on, the application displays a visible banner that says so, states that your data is intact and exportable, and links to both CSV exports.

4. Deployment and support services

4.1 Deployment. Where your order includes deployment, we will perform it remotely on a server you provide, on a date agreed between us, with access you grant temporarily. We will tell you what we need in advance. The deployment is complete when the application is reachable at your address over HTTPS, you can sign in, and a test reminder and/or test call has been demonstrated.

4.2 Your responsibilities during deployment. You provide a server meeting the published requirements, a domain name, DNS control, the credentials and provider accounts the installation needs, and a person available to test. Delays caused by unavailable inputs are not our delay.

4.3 Support. Support is provided under the monthly support subscription described in your order, on a commercially reasonable efforts basis, with a good-faith target response within 2 business days. That target is an aspiration, not a guarantee and not a service level: missing it is not a breach of this Agreement. Support covers: defects in the software, licensing and renewal, installation assistance, security patches, and updates we release for the edition you hold. Support does not include: custom development, new integrations, data cleanup or data entry, training beyond the published documentation, network or server administration, third-party provider issues, or work caused by your modifications. Work outside scope is chargeable at the published hourly rate, which we will confirm in writing before starting.

4.4 No service level. The support subscription is not an SLA. We do not promise any uptime, response-time guarantee, or a specific release schedule. Updates and patches are provided as and when we make them available.

4.6 Telephony and messaging accounts. Calling and any messaging features require you to connect your own accounts with a third-party carrier. You are responsible for opening, verifying, registering and paying for those accounts; for any registration or compliance programme the carrier or a regulator requires (for example campaign or brand registration for messaging); for usage and per-minute charges; and for the caller identity presented. We do not supply, resell or intermediate carrier services, and a carrier's decision to suspend your account is not a breach by us.

4.5 Your server, your provider relationships. You are responsible for your server, its security, its backups, its hosting and any third-party service you connect (accounting system, email provider, telephony carrier). Their terms and their outages are between you and them.

5. Fees, tax and payment

5.1 Fees. Fees are stated in your order and are exclusive of tax. The standard structure is a one-time deployment fee and a recurring monthly support fee. One price list applies; we do not publish alternative tiers.

5.2 Tax. You are responsible for any sales, use, value-added, withholding, digital-services or similar tax or levy imposed in your jurisdiction on your purchase, other than tax on our own income. If you are required to withhold, you will provide valid documentation to support the rate you apply; where a treaty rate or exemption is available, we will provide the forms we are able to provide.

5.3 Payment and suspension. Invoices are payable on the terms stated on them. If a payment is overdue by more than 30 days and remains unpaid after two written reminders, we may suspend the licence (§3.3, Terminated) and the related services. Suspension is not termination of this Agreement. Access to your data is not affected by suspension.

5.4 Disputed invoices. Tell us in writing what you dispute and why, either before the due date or within 15 days of the invoice date, whichever is later, and pay the undisputed part. We will not suspend a licence, or pause automation, over any part of an invoice disputed inside that window while it is still under discussion.

5.5 Fee changes. We may change the fees for new orders and for renewals with at least 60 days' written notice. A fee change does not apply retroactively to a period already paid.

5.6 Chargebacks and reversals. If you reverse, chargeback or otherwise withhold a payment for fees that were properly due and not disputed under §5.4, we may suspend the licence and require payment before reinstating it, and we may invoice you for the third-party administrative fees the processor actually charged us for that reversal, capped at USD 100 per event. We do not charge a fixed penalty, and nothing in this clause limits your right to dispute a charge under §5.4 or under your card scheme's rules.

6. Data, privacy, backup and exit

6.1 Your data belongs to you. All invoice, customer, contact, message, call and history data you load into or generate within your installation belongs to you and remains on your server.

6.2 Our processing role. We are not a processor or controller of that data; we do not receive it and cannot access it. The Privacy Policy describes the limited business information we do hold.

6.3 Backups are yours. We supply a backup script and document a schedule. Running it and keeping copies off the server is your responsibility. The support subscription does not include a backup service or a backup guarantee.

6.4 Termination and export. If this Agreement ends for any reason, background automation stops at the end of the paid period, but you keep the installed software, your database and your data, and you may continue to read, export and use them. The software exports your invoices and customers to CSV from inside your own installation at any time, without involving us and without our permission, and nothing in this Agreement restricts that. Your obligations of confidentiality, payment of accrued fees, and the liability, warranty and governing-law clauses survive termination.

6.5 Deletion of our records. On termination we retain only what §7 of the Privacy Policy or the law requires, then delete it.

7. Intellectual property, confidentiality and feedback

7.1 Ownership. The software, its source, its design, its marks and its documentation are and remain our property (or our licensors'). No rights are granted except the licence in §1.1.

7.2 Third-party components. The software includes third-party open-source components under their own licences. We provide a component notice on request. Where a component's licence requires it, its terms prevail over this Agreement for that component only.

7.3 Confidentiality. Each party keeps the other's non-public business information confidential and uses it only to perform this Agreement. This does not cover information that is public, already held without a duty, or required to be disclosed by law (with notice where lawful).

7.4 Feedback. If you send us suggestions, we may use them without obligation. You are not required to send any.

7.5 Publicity. We may identify you as a client by name and logo only with your written consent. Until then, we keep the relationship confidential. You agree not to publish performance benchmarks or security claims about the software without our written consent.

8. Warranties, disclaimers and limitation of liability

8.1 Limited warranty. For 30 days from delivery of the image, we warrant that the software will perform materially in accordance with its published documentation when installed and used as documented. Our obligation for a breach of this warranty is to repair or replace the software, and if we cannot, the remedy in §9.2 applies. This is your exclusive remedy for the warranty.

8.2 Disclaimers. To the maximum extent permitted by applicable law, and except for the limited warranty in §8.1, the software and services are provided "as is" and "as available". We disclaim all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement, and any warranty that the software will be uninterrupted, error-free, or that it will produce any particular collection result or legal outcome. We do not warrant that any use of the software complies with any law applicable to you, and we make no representation of legal, tax or accounting compliance.

8.3 Exclusion of consequential loss. To the maximum extent permitted by applicable law, neither party is liable to the other for indirect, incidental, special, exemplary, punitive, aggravated or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business, opportunity, or for regulatory fines, statutory penalties, or third-party claims of any kind, whether arising in contract, tort (including negligence), strict liability, statute or otherwise, and whether or not the party was advised of the possibility of such loss. This exclusion does not apply to your obligation to pay fees, to your indemnity in §8.5, or to a breach of §2 (Restrictions). Amounts you owe us under §8.5 — including third-party claims, fines and statutory penalties you must indemnify — are recoverable by us in full and are not characterised as indirect or consequential loss under this clause.

8.4 Liability cap. Subject to §8.5, our total aggregate liability arising out of or relating to this Agreement, the software or the services, whether in contract, tort (including negligence), strict liability, statute or otherwise, is limited to the greater of: (a) the total fees actually paid by you to us in the twelve (12) months immediately preceding the event giving rise to the liability; or (b) USD 1,000 (one thousand US dollars). This cap applies in the aggregate, not per claim, and covers all claims whenever made. If a claim arises before any fee is paid, the cap is USD 1,000.

8.5 Your indemnity. You will defend us against, and indemnify and hold us harmless from, all third-party claims, actions, proceedings, losses, damages, fines, penalties, and reasonable costs (including professional fees) arising out of or in connection with: (a) your use of the software; (b) any message sent, call placed, or contact made by or through the software to your customers or any other person; (c) your contact data, templates, schedules, and consent position; (d) your breach of §1.5, §1.6 or §2; or (e) your breach of any law or third-party right. This indemnity has no cap.

8.6 Non-party to your disputes. We have no operational control over your contact lists, your schedules, your scripts, or which of your customers you contact. You will not join, cross-claim against, or implead us in any claim, action or regulatory proceeding brought by a person you contacted through the software, and you will co-operate in having us dismissed or substituted out of any such proceeding at your cost. Where you fail to do so, you will indemnify our reasonable costs of securing that dismissal, including professional fees.

8.7 Purpose of the cap. The fees reflect the allocation of risk in this Agreement. You are able to take insurance, run the software in your own controlled environment, and test before relying on it; the cap and the exclusions above are a material basis on which we price and supply the software.

8.8 What we will not do. We will not be liable for any loss caused by: your server, network, or hosting; your credentials being compromised; your failure to install updates or security patches; a third-party provider's API change, suspension, or outage; or your configuration of contact windows, schedules, cooldowns, scripts, or waivers of them.

8.9 Intellectual-property indemnity. We do not grant an intellectual-property indemnity under this Agreement. If we ever agree one in writing it is subject to the cap in §8.4, and it is your exclusive remedy for an intellectual-property claim in place of all other remedies.

8.10 No class or representative proceedings. To the maximum extent permitted by law, all claims between us must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class, collective or representative proceeding. (See also §10.5.)

9. Refunds, remedies and termination

9.1 Term. The licence runs to the expiry date in the licence file. It renews for a further period on payment of the renewal fee.

9.2 Installation remedy and refund. If we are unable, despite your full cooperation and through no fault of yours or your environment, to deliver a working installation within 30 days of the start of deployment, your sole and exclusive remedy is a refund of the one-time deployment fee, less documented engineering time already performed, charged at the published hourly rate, subject to a floor: the refund will never be less than 50% of the one-time deployment fee. The Refund Policy sets out the details for each fee type.

9.3 Termination for cause. Either party may terminate immediately by written notice if the other commits a material breach and does not remedy it within 15 days of written notice, or becomes insolvent. We may terminate immediately, or suspend without terminating, if you breach §1.5, §2, or §5.3, or if we are required to by law.

9.4 Effect of termination. On termination: the licence ends; you must stop using the software beyond the manual functions described in §6.4; accrued fees become payable; and the clauses that by their nature survive (including §2, §6.5, §7, §8, §10 and §11) survive.

9.5 No self-help destruction. We will not remotely delete, corrupt, or disable your data, and the delivered software contains no mechanism to do so. This is unaffected by §3.6: read-only mode changes what the software will accept, never what exists, what you can read, or what you can export. There is no code path in the software that deletes, corrupts, encrypts or hides your records in response to anything we send it, and the licence check-in we send carries no payload that could.

10. Governing law and disputes

10.1 Good-faith negotiation first. Before starting proceedings, the parties will attempt to resolve any dispute through good-faith negotiation: a written notice describing the dispute and the outcome sought, followed by at least 30 days of discussion between people authorised to settle it. Either party may continue to perform and be paid during this period.

10.2 Governing law. This Agreement is governed by the laws of Pakistan, without regard to conflict-of-laws rules.

10.3 Arbitration. Subject to §10.1, any dispute arising out of or relating to this Agreement, including any question about its existence, validity or termination, is referred to and finally resolved by arbitration under the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted. The seat, or legal place, of the arbitration is Pakistan; the tribunal is a single arbitrator; the language is English; and the law governing the arbitration agreement is the law of Pakistan. The award is final and binding on the parties and may be enforced in any court of competent jurisdiction, including under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958).

10.4 Carve-outs. Nothing in §10.3 prevents either party from (a) seeking urgent interim or injunctive relief from any competent court to protect intellectual property, confidential information or systems; or (b) our pursuing recovery of unpaid fees in any court of competent jurisdiction.

10.5 Individual claims only. To the maximum extent permitted by law, all claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class, collective or representative proceeding.

10.6 Currency and language. Claims are asserted in US dollars. The proceedings and all documents are in English.

10.7 Service of process. You agree to accept service of process and formal notices by email to the address on your order or licence record, in addition to any method the law allows.

11. General

11.1 Entire agreement. This Agreement, the order (including the SOW where one is agreed), the Privacy Policy and the Refund Policy are the entire agreement and supersede prior discussions. Marketing material, website content, demonstrations and public statistics do not form part of the contract and are not warranties.

11.2 Variation. We may vary this Agreement for future terms with 60 days' written notice. No other variation is effective unless in writing and accepted by both parties (an email from an authorised address is sufficient).

11.3 Assignment. You may not assign this Agreement without our written consent. We may assign it to a successor of the business on notice to you.

11.4 Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, and the rest of the Agreement stands.

11.5 No waiver. Failing to enforce a term once is not a waiver of it.

11.6 Notices. Notices go to the contact addresses on the licence record and the order, and are effective on delivery (email) or 3 days after posting.

11.7 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except that this does not excuse your obligation to pay fees already due.

11.8 Export and sanctions. You represent that you are not located in, owned or controlled by, or acting for a person or entity subject to comprehensive trade sanctions, and that you will not supply, export, re-export or make the software available to any such person or to any prohibited destination, or use it for any prohibited end-use, and that no person whose data or contact details you load into the software is located in, or ordinarily resident in, a comprehensively sanctioned territory.

11.9 No third-party rights. No person other than the parties may enforce this Agreement, except that our licensors may enforce §7.

11.10 Counterparts and electronic signature. This Agreement may be accepted electronically, and an email or electronic acceptance that identifies the accepting party is sufficient.

12. Signatures