This page is the full licence agreement for Binions — the binding terms between you and Smartx Technologies Ltd. The other pages in this section explain the licensing model in plain language; this page is the text you accept when you create an account or activate a licence. Where any summary, price table or guide elsewhere differs from this page, this page governs.
Version 1.0 — effective 20 July 2026. Every commercial term in this agreement — prices, host counts, limits — describes the regular business licence. Deployments that need anything beyond it are covered by a separately negotiated enterprise licence (section 6).
¶ 1. Parties, scope and acceptance
- This agreement (the “Agreement”) is made between Smartx Technologies Ltd, registered in England and Wales, Company Number 12964587, VAT Number 440116444, with its office at 167-169 Great Portland Street 5th Floor, London, W1W 5PF (the “Producer”), and the individual or organisation licensing the Software (the “Licensee”).
- The “Software” means Binions — the complete set of Binions daemons distributed by the Producer, together with its packages, licence tokens, documentation, and any updates supplied under this Agreement.
- The Licensee accepts this Agreement by creating a customer portal account, activating a licence, or installing or using the Software, whichever happens first. A party that does not accept this Agreement must not install or use the Software.
- A person accepting this Agreement on behalf of an organisation confirms that they are authorised to bind that organisation, and “Licensee” then means that organisation.
- Set — one complete installation of the Software, comprising all of its daemons, on one Host. The Set is the only unit licensed; individual daemons are never licensed separately.
- Host — a single physical or virtual machine, identified by its host fingerprint.
- Licence token — the cryptographic credential issued through the customer portal that entitles one Set to run on one Host.
- Major version — a release line sharing the same first version number, for example
1.0.0 through 1.9.9.
- Non-commercial use — personal and hobby projects, home labs, education, registered charities, and evaluation or testing.
- Commercial use — use in or for a business, or in any revenue-generating activity, including internal tooling within an organisation. Any use that is not non-commercial use is commercial use.
- Subject to this Agreement, the Producer grants the Licensee a non-exclusive, non-transferable, non-sublicensable and revocable licence to install and run one Set on one Host, within one Major version, for the permitted use described in sections 4 to 6.
- The Software is licensed, not sold. No ownership of the Software passes to the Licensee.
- The licence covers the entire Set on its Host. If new daemons are added to the Set during the Licensee’s Major version, they are covered by the same licence at no extra cost.
- The Licensee may run one Set on one Host free of charge for non-commercial use only.
- The free licence requires a customer portal account and acceptance of this Agreement. The Licensee self-certifies that its use is non-commercial.
- The free licence covers one Major version. A new Major version requires a new licence.
- The free licence covers the first Host only. Every additional Host requires a paid licence, whether or not the use is commercial.
- Any commercial use requires a paid commercial licence, per Host, from the first Host.
- The commercial licence is priced at £1 per binion, sold as one Set — currently £13 for the thirteen-binion Set — as a one-time payment per Host, covering the Licensee’s Major version.
- Commercial licensees must provide company identification (legal name, registered address and country of business) before a commercial licence is issued.
- The prices, limits and conditions stated in this section and throughout this Agreement constitute the regular business licence. They do not apply to enterprise licensees except where an enterprise agreement adopts them.
- The Producer offers an enterprise licence governed by a separate contract negotiated directly with the Producer.
- An enterprise licence is the route for requirements that fall outside the regular business licence, including but not limited to: multi-host, site-wide or organisation-wide licensing; service levels, guaranteed response times and dedicated support; individually negotiated warranty, liability and indemnity terms; safety-critical or otherwise high-risk deployments; regulatory, audit or compliance obligations; offline and air-gapped installations; procurement, invoicing and payment terms other than payment in advance; and bespoke development or integration work.
- Enterprise terms — including pricing, scope, duration and any allocation of risk — are agreed case by case in writing. Where an enterprise agreement conflicts with this Agreement, the enterprise agreement prevails for that licensee.
- Enterprise enquiries are made through the contact form at binions.io/contact. No enterprise terms bind the Producer unless agreed in a written contract signed by the Producer.
- There is no separate enterprise build of the Software. Enterprise licensees receive the same complete Set as every other licensee; what differs is the contract, not the software.
- Each Host requires its own licence and its own licence token.
- The free licence covers the first Host only. Every additional Host is a paid Set licence, commercial or not.
¶ 8. Host binding, activation and release
- Each licence binds to a single Host fingerprint at a time and is activated through the customer portal.
- Releasing a licence — for example when decommissioning a Host, or by removing the Set from that Host — invalidates its token, and a fresh token is issued so the entitlement can be redeemed on a replacement Host.
- The Licensee must not attempt to run one licence token on more than one Host, or to prevent, delay or falsify the release of a licence.
¶ 9. Updates and version coverage
- A licence covers every minor and patch release within the Licensee’s Major version at no extra cost.
- A new Major version is a separate release line and is not covered; moving to it requires a new or upgrade licence.
- Pre-release builds, including alpha and beta releases, are supplied for evaluation only and fall outside ordinary licence scope. The Producer gives no assurance that a pre-release build is fit for production use.
- The Producer is under no obligation to provide any particular update, feature, fix or support response under this Agreement. Support commitments arise only under an enterprise agreement.
The Licensee must not, and must not permit any third party to:
- copy, distribute, publish, sell, rent, lease, lend, sublicense or otherwise make the Software available to any third party, except as expressly permitted here;
- reverse engineer, decompile or disassemble the Software, or attempt to derive its source code, except to the extent that applicable law expressly permits this despite this restriction;
- circumvent, disable, tamper with, forge or otherwise interfere with the licensing mechanism, licence tokens, host fingerprinting, revocation lists or any technical protection measure;
- use a free non-commercial licence for commercial use, or run more Sets or Hosts than are licensed;
- remove, obscure or alter any copyright, trade mark or licence notice; or
- use the Software in breach of applicable law.
¶ 11. Ownership and intellectual property
- The Software, its source code, design, documentation and all intellectual property rights in them remain the exclusive property of the Producer and its licensors.
- The Licensee receives only the rights expressly granted in this Agreement. All other rights are reserved.
- The Licensee retains all rights in its own data, configuration and playbooks. Nothing in this Agreement transfers any right in them to the Producer.
- “Binions” and the Producer’s marks may not be used without written permission, except to identify the Software factually.
- The distribution includes repackaged third-party components alongside the Producer’s own daemons.
- Those components remain governed by the licences of their respective authors, which pass to the Licensee unchanged and take precedence over this Agreement in respect of those components.
- The Producer gives no warranty of any kind in respect of third-party components and is not liable for them.
- Where the Software connects to third-party services — including model providers used by the AI daemon — the Licensee is responsible for its own agreements with those providers, for the fees they charge, and for compliance with their terms.
¶ 13. Fees, taxes, and changes to prices and terms
- Fees are payable in advance through the customer portal. Licence tokens are issued once payment has cleared.
- Prices are stated exclusive of VAT and of any other tax, duty or levy, which are added and payable as required by the law applicable to the Licensee.
- All prices, limits and commercial conditions may change at any time. Any change applies to purchases made on or after the date the change is published.
- A change of price does not apply retrospectively to a licence already purchased: an existing perpetual licence continues to cover its Set on its Host for its Major version on the terms under which it was bought.
- Prices published on the Producer’s website are an invitation to treat and not a binding offer. The Producer may correct manifest pricing errors before a licence is issued.
- Except where required by law, fees paid are non-refundable. Licences are returned to the Licensee’s account on uninstall as described in section 8, rather than refunded in money.
¶ 14. The Licensee’s responsibility for use, data and automations
- The Software is self-hosted. The Licensee runs it on its own infrastructure and is solely responsible for that infrastructure, its security, its network exposure, its backups and its continuity.
- The Software executes automations — playbooks, schedules, integrations and device interactions — that the Licensee configures. The Licensee is solely responsible for what those automations do, for the data they process, for the systems and equipment they act upon, and for all consequences of their operation.
- The Licensee is responsible for testing its automations before relying on them, for validating outputs before acting on them, and for maintaining independent safeguards, monitoring and backups appropriate to the risk involved.
- The Licensee is responsible for its compliance with all laws applicable to its use, including data protection law in respect of any personal data it processes using the Software.
- The Licensee shall indemnify the Producer against all claims, losses, damages, liabilities, costs and expenses arising from the Licensee’s use of the Software, its automations or its data, or from its breach of this Agreement.
- The Software is general-purpose automation software. It is not designed, tested or certified for use in environments where failure could lead to death, personal injury, or severe physical, environmental or financial harm.
- Without limiting that, the Software must not be used in the operation of life support or other medical systems, aircraft or air traffic control, nuclear facilities, weapons systems, emergency or life-safety services, or any comparable safety-critical application, unless a written enterprise agreement expressly permits that use.
- Where the Software interacts with industrial equipment, controllers or other physical devices, the Licensee remains responsible for independent safety systems, interlocks and human oversight that do not depend on the Software.
- The Producer accepts no responsibility for any use falling within this section undertaken without a written enterprise agreement covering it.
- The Software is provided “as is” and “as available”.
- To the fullest extent permitted by law, the Producer excludes all warranties, conditions and representations, whether express, implied or statutory, including any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, accuracy, and non-infringement.
- The Producer does not warrant that the Software will operate uninterrupted or error-free, that defects will be corrected, that it will meet the Licensee’s requirements, or that it will be compatible with any particular hardware, software or third-party service.
- Outputs produced by the AI daemon are generated by third-party language models and are inherently non-deterministic. They may be inaccurate, incomplete or unsuitable. No warranty is given as to their correctness, and the Licensee must not rely on them without its own verification.
- No advice or information obtained from the Producer, its documentation or its personnel creates any warranty not expressly stated here.
- Nothing in this Agreement excludes or limits liability which cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or a consumer’s statutory rights.
- Subject to clause 17.1, the Producer is not liable for: indirect, incidental, special or consequential loss; loss of profit, revenue, business, contracts or anticipated savings; loss of, corruption of, or inability to access data; loss of goodwill or reputation; wasted expenditure; the cost of procuring substitute software or services; or any loss arising from decisions taken, actions performed, or outputs produced by automations that the Licensee configured — in each case however caused, whether or not such loss was foreseeable, and whether or not the Producer was advised of its possibility.
- Subject to clause 17.1, the Producer is not liable for loss arising from: the Licensee’s infrastructure, network or hosting; unauthorised access to the Licensee’s systems; the Licensee’s failure to test, monitor, safeguard or back up; third-party components or third-party services; or any use falling within section 15.
- Where liability is not excluded by this Agreement, it is neither capped nor quantified here. Any such claim is determined on its merits under applicable law by the court having jurisdiction under section 23, which establishes whether liability arises and, if so, its extent.
- Enterprise licensees may agree different warranty, liability and indemnity terms in their enterprise agreement.
¶ 18. Breach and enforcement
- It is a breach of this Agreement to, among other things: use a free non-commercial licence for commercial use; run more Sets or Hosts than are licensed; circumvent, tamper with or falsify the licensing mechanism or licence tokens; or redistribute, sublicense or resell the Software.
- On breach, the licence terminates automatically, and the Producer may revoke the affected licence tokens.
- The Producer may pursue every remedy available at law and in equity, including injunctive relief, recovery of the licence fees that should have been paid, damages, interest, and the costs of enforcement.
- The extent of any loss caused by a breach, and the compensation due for it, is established through legal proceedings before the court having jurisdiction under section 23. No sum is fixed in advance by this Agreement.
- The Producer may ask a commercial licensee to confirm in writing the number of Sets and Hosts on which the Software is in use, and the licences held for them.
¶ 19. Term, suspension and termination
- This Agreement takes effect on acceptance and continues until terminated.
- The Licensee may terminate at any time by ceasing to use the Software and removing it from its Hosts.
- The Producer may suspend or terminate a licence on breach of this Agreement, on non-payment, or where required by law.
- On termination the Licensee must stop using the Software and remove it from every Host. Licence tokens cease to be valid.
- Sections 10 to 12 and 14 to 23 survive termination.
¶ 20. The Licensee’s data and privacy
- The Software is self-hosted and processes the Licensee’s data on the Licensee’s own infrastructure. The Producer has no access to that data and does not receive it.
- The Software does not meter usage: it does not count runs, tasks, seats or events for billing purposes.
- The Producer processes only the account and licensing data needed to issue, activate and manage licences, and to take payment. That processing is described in the Privacy Policy.
¶ 21. Export control and sanctions
- The Licensee must comply with all applicable export control, trade and sanctions laws.
- The Licensee confirms that it is not located in, and is not acting on behalf of any person located in, a country or territory subject to comprehensive sanctions, and that it is not a person with whom dealing is prohibited under those laws.
- The Producer may change this Agreement by publishing a new version on this page, bearing a version number and an effective date.
- A new version applies on the next activation, purchase, renewal or move to a new Major version, and to continued use of the Software after its effective date.
- A licence already activated continues to be governed, for its Major version, by the version of this Agreement accepted at activation, unless the Licensee accepts a later version.
- Superseded versions are retained so that the terms accepted at any point in time can be identified.
- Entire agreement. This Agreement, with any enterprise agreement signed by the Producer, is the entire agreement between the parties regarding the Software and supersedes all prior statements, save that nothing excludes liability for fraudulent misrepresentation.
- Severability. If any provision is held unenforceable, it is severed or modified to the minimum extent necessary, and the remainder continues in force.
- No waiver. A failure or delay in enforcing a right is not a waiver of it.
- Assignment. The Licensee may not assign or transfer this Agreement or any licence without the Producer’s written consent. The Producer may assign it as part of a transfer of its business or assets.
- Third parties. No person other than the parties has any right to enforce this Agreement.
- Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control.
- Notices. Notices to the Producer are given through binions.io/contact; notices to the Licensee are given to the address held on its portal account.
¶ 24. Governing law and jurisdiction
- This Agreement and any dispute arising out of or in connection with it are governed by the law of England and Wales.
- The courts of England and Wales have exclusive jurisdiction, save that a consumer may also bring proceedings in the courts of their country of residence where mandatory law so provides.
Smartx Technologies Ltd, 167-169 Great Portland Street 5th Floor, London, W1W 5PF, United Kingdom. Company Number 12964587. VAT Number 440116444. Enquiries, including enterprise licensing enquiries, are made through binions.io/contact.
Version history. 1.0 — 20 July 2026 — first published version of the full agreement: adds warranty, liability, high-risk use, third-party component, enforcement, price-change and enterprise-licence terms to the licensing model previously published in summary form.