SFTPPlus MFT End User Licence Agreement

Warning! This is only a sample license provided here for informational use. It has no legal binding value.

Version 1.5: 17 September 2026

Standard agreement for SFTPPlus Server and SFTPPlus Client Perpetual Licence(s) and annual Maintenance and Support.

Pro:Atria Limited

The Old Exchange, South Cadbury, Yeovil, BA22 7ET

Registered in England and Wales, number 4213930

Draft status ​

This is a standard-form commercial draft intended to replace the existing SFTPPlus End User and Support Agreement. It separates the perpetual software licence from Maintenance and Support and is intended for SFTPPlus customers generally.

The Licence Schedule completed for a particular customer forms part of that customer's Agreement and records the licensed products, quantities, fees and any specifically agreed commercial terms.

This draft should be reviewed by the Parties' legal advisers before signature.

Agreement ​

This SFTPPlus End User Licence Agreement (the “Agreement”) is made on [DATE].

Between:

(1) Pro:Atria Limited (“Pro:Atria”), having its principal place of business at The Old Exchange, South Cadbury, Yeovil, BA22 7ET, registered in England and Wales under number 4213930; and

(2) [CUSTOMER LEGAL NAME] (“Customer”), registered under number [NUMBER] and having its registered office or principal place of business at [ADDRESS].

Pro:Atria and the Customer are each a “Party” and together the “Parties”.

1. What this Agreement covers ​

1.1 Pro:Atria licenses SFTPPlus software to the Customer on the terms of this Agreement and the applicable Licence Schedule.

1.2 SFTPPlus Server and SFTPPlus Client are separate licence types. The Customer may purchase either or both, in the quantities stated in the Licence Schedule.

1.3 This Agreement also sets out the basis on which Maintenance and Support is provided where the Customer purchases it.

1.4 Unless a Licence Schedule or separately signed Addendum expressly says otherwise, this Agreement applies to all SFTPPlus licences purchased by the Customer.

1.5 Evaluation and trials

Pro:Atria may offer SFTPPlus for a free trial or evaluation, including with reasonable technical support. The Customer is responsible for evaluating SFTPPlus and determining whether it meets its requirements, including its suitability, features, functionality and performance, and its compatibility and integration with the Customer's systems and intended use. Unless otherwise agreed in writing, a trial or evaluation does not create a right to continued use after the trial period ends.

1.6 Acceptance and use of SFTPPlus

The Customer's purchase, installation, activation or use of SFTPPlus constitutes acceptance of this Agreement and the applicable Licence Schedule. A physical signature is not required unless expressly agreed otherwise. Where SFTPPlus is supplied or made available without a separately signed agreement, this Agreement applies to the Customer's use of SFTPPlus.

2. Definitions and interpretation ​

2.1 The following definitions apply in this Agreement:

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Cold DR: a separate SFTPPlus installation maintained for disaster-recovery purposes and not used for normal production processing.

Customer Data: files, messages, records and other data submitted to, stored by or processed through SFTPPlus by or for the Customer or its permitted users.

Documentation: documentation supplied by Pro:Atria for SFTPPlus, including later amendments made available to customers.

Licence Fee: the perpetual licence fee stated in the applicable Licence Schedule.

Licence Schedule: the schedule specifying the Customer's SFTPPlus products, quantities, permitted installations, fees and other agreed commercial particulars.

Maintenance and Support: the services described in clause 8.

SFTPPlus: the SFTPPlus Server and/or SFTPPlus Client software licensed under the applicable Licence Schedule, including applicable updates and upgrades provided under Maintenance and Support.

Support Hours: 9:00 am to 5:00 pm on Business Days.

2.2 Headings are for convenience and do not affect interpretation. References to writing include email. References to a statute include amendments and replacements. “Including” means including without limitation.

3. Perpetual licence ​

3.1 Subject to payment of the applicable Licence Fee and compliance with this Agreement, Pro:Atria grants the Customer a non-exclusive licence to use the licensed SFTPPlus products worldwide, in the quantities and for the purposes stated in the Licence Schedule.

3.2 Each purchased Server or Client licence normally permits one production installation of that licensed product at a time.

3.3 The licence is perpetual. Expiry, non-renewal or cancellation of Maintenance and Support does not terminate, suspend or restrict the Customer's right to use the version of SFTPPlus to which the Customer was entitled when its Maintenance and Support ended.

3.4 A perpetual licence does not give the Customer a right to receive later versions, security updates, fixes, enhancements or support after Maintenance and Support has ended, unless those rights are separately agreed.

3.5 If SFTPPlus is discontinued, the Customer retains its perpetual right to use the licensed version, subject to this Agreement, but Pro:Atria will not be obliged to provide further Maintenance and Support for a discontinued product.

4. Installation and movement of licences ​

4.1 The Customer may install, rebuild or move a licensed SFTPPlus installation between physical servers, virtual machines, replacement hardware, different hypervisors, data centres and cloud-hosted infrastructure, provided that the licensed quantity is not exceeded.

4.2 A move or rebuild does not require a new licence, transfer fee or reactivation charge merely because the underlying infrastructure has changed.

4.3 The Customer may restore a licensed installation from an image, backup, checkpoint or other supported recovery point without purchasing another licence.

4.4 Where SFTPPlus uses licence keys or another activation mechanism, Pro:Atria may introduce or change that technical mechanism for future releases. It must not use such a mechanism to defeat or materially restrict an existing perpetual right to use a version already licensed by the Customer.

4.5 If an already licensed version requires a replacement key or equivalent activation following an infrastructure change, Pro:Atria will make that reasonably available without requiring the Customer to purchase the licence again or take Maintenance and Support solely for that purpose.

4.6 Supported platforms

SFTPPlus may be provided for use on supported operating systems, hardware architectures, virtual environments, containers and cloud platforms. Pro:Atria publishes the platforms and system requirements supported by each version of SFTPPlus in its Documentation. The Customer may use a licensed version on any platform supported for that version, subject to the applicable Licence Schedule and Documentation.

4.7 Platform lifecycle

The supported platforms for future versions of SFTPPlus may change as operating systems, hardware architectures and other technologies evolve. Maintenance and Support does not create an entitlement to support an operating system or platform that is no longer supported by the applicable version of SFTPPlus.

5. Test, UAT and Development ​

5.1 For each licensed product type, the Customer is entitled to one free non-production installation for Test, UAT and/or Development purposes.

5.2 If the Customer licenses only SFTPPlus Server or only SFTPPlus Client, the free entitlement is for the corresponding licensed product type. If both are licensed, the free entitlement may comprise one Server installation and one Client installation forming one non-production SFTPPlus installation.

5.3 Test, UAT and Development installations must not be used for normal production processing.

5.4 Additional non-production installations may be licensed separately if agreed in the Licence Schedule or another written agreement.

6. Cold disaster recovery ​

6.1 The Customer is entitled to one Cold DR environment for SFTPPlus at no additional licence fee, regardless of the number of SFTPPlus Server or SFTPPlus Client licences purchased, unless the Licence Schedule expressly states otherwise.

7. Permitted business use and restrictions ​

7.1 The Customer may use SFTPPlus for its own business purposes, including where the Customer provides outsourced, managed, hosted or other IT services to its customers. This includes using SFTPPlus to exchange or process files and messages for or on behalf of the Customer's customers, suppliers, trading partners, business partners and other third parties with whom it has a legitimate business relationship.

7.2 The Customer may not sell, rent, lease, distribute, sublicense or otherwise make SFTPPlus itself available to a third party as a standalone software product. This restriction does not prevent the Customer from using SFTPPlus as part of an outsourced, managed or other service provided to its customers or other third parties.

7.3 The Customer must not knowingly use SFTPPlus in Critical Control Systems, meaning systems or machinery controlling or interfacing with aviation, navigation, medical, military or nuclear applications, or other applications where directly applicable health, safety or national-security requirements require specialised robust or fault-tolerant software, unless Pro:Atria has expressly agreed otherwise in writing.

7.4 The Customer must not circumvent or attempt to defeat technical measures designed to enforce the licensed quantity or other agreed licence restrictions.

7.5 The Customer may make reasonable backup copies of SFTPPlus software and Documentation for its own recovery purposes.

8. Maintenance and Support ​

8.1 Maintenance and Support is optional unless the Licence Schedule states that it is included or purchased. Where active, it is provided during the applicable Support Hours.

8.2 Maintenance and Support includes:

• bug fixes and corrections;
• security updates and security fixes;
• feature enhancements and improvements;
• new SFTPPlus releases and other upgrades;
• reasonable technical support and assistance.

8.3 Reasonable technical support and assistance may include help with installation, configuration, use, troubleshooting and integration of SFTPPlus where reasonably appropriate.

8.4 Maintenance and Support covers new versions and enhancements of the licensed SFTPPlus Server and/or SFTPPlus Client product. It does not include a separately marketed new product or separately priced module unless the applicable commercial terms expressly say otherwise.

8.5 Standard Support Hours are 9:00 am to 5:00 pm on UK working days, excluding Saturdays, Sundays and public holidays in England.

8.6 The standard Maintenance and Support service does not include guaranteed response times, service levels, out-of-hours support or 24×7 support.

8.7 Any enhanced, out-of-hours, 24×7 or other special support arrangement is subject to a separate written agreement between the Parties.

8.8 The Customer must provide reasonable information, access and cooperation needed for Pro:Atria to investigate and support an issue. The Customer remains responsible for its operating environment, network, operating system, credentials, certificates, configuration, backups and other infrastructure.

8.9 Pro:Atria may use subcontractors or other third parties to provide support or related services, but remains responsible for its contractual obligations under this Agreement.

Support requests should normally be submitted by email to the support address notified by Pro:Atria. Pro:Atria will promptly review and triage support requests and respond during the Support Hours. Pro:Atria aims to acknowledge and initially respond to support requests within four Support Hours, but this is a service target and is not a guaranteed response time or service level.

Where a request relates to a suspected production outage or other significant operational problem, the Customer should identify this clearly when submitting the request.

The timing of any further response or resolution will depend on the nature, severity and complexity of the issue and the information reasonably available to Pro:Atria.

9. Maintenance fees, renewal and reinstatement ​

9.1 Unless the Licence Schedule states otherwise, annual Maintenance and Support is charged at 25% of the applicable Licence Fee.

9.2 Maintenance and Support is billed annually in advance from the licence/support anniversary date.

9.3 The Maintenance and Support fee for each renewal year increases by a fixed 5% over the fee for the immediately preceding year.

9.4 If Maintenance and Support lapses and the Customer later asks to reinstate it, the Customer must pay the Maintenance and Support fees that would have been payable during the period of lapse, calculated as though Maintenance and Support had continued, including the applicable 5% annual increases.

9.5 A maintenance lapse does not invalidate the Customer's existing perpetual licence and does not require payment merely to continue using or recovering the last version already licensed.

9.6 Pro:Atria may alternatively agree a new licence arrangement with the Customer.

10. Payment and taxes ​

10.1 All amounts payable to Pro:Atria under this Agreement, a Licence Schedule or an invoice must be paid in full in the currency specified in the invoice, without deduction or withholding except as required by law.

10.2 The Customer is responsible for all taxes, duties and bank charges arising from its purchase or payment of SFTPPlus, other than taxes imposed on Pro:Atria's income. Any VAT or similar sales tax properly chargeable by Pro:Atria will be payable by the Customer in addition to the stated fees.

10.3 If the Customer is required by law to deduct or withhold tax from a payment to Pro:Atria, it will, where legally permitted, increase the payment so that Pro:Atria receives the amount it would otherwise have received, and provide evidence of the deduction and payment to the relevant authority.

11. Additional services and consultancy ​

11.1 Reasonable support under clause 8 does not include unlimited consultancy, implementation work or project services.

11.2 Where a Customer request goes beyond reasonable Maintenance and Support, Pro:Atria will explain the additional work and agree the scope and charges with the Customer before carrying out chargeable work.

11.3 No additional consultancy or other service charge will be incurred without prior agreement.

12. Backup and recovery ​

12.1 The Customer is responsible for maintaining appropriate backups and recovery arrangements for its SFTPPlus environment and Customer Data.

12.2 The Customer should maintain sufficient recovery material to rebuild its SFTPPlus environment, including, as applicable, configuration, users and accounts, permissions, AS2 identities and partner configuration, certificates and private keys, secrets or vault information, SFTP/FTPS configuration, relevant message or transaction state, logs and databases.

12.3 Nothing in this Agreement makes Pro:Atria responsible for the Customer's backup infrastructure or recovery of Customer Data unless a separate written service expressly provides otherwise.

13. Customer Data ​

13.1 As between the Parties, Customer Data remains the property of the Customer or its relevant licensors. Pro:Atria obtains no ownership rights in Customer Data merely because SFTPPlus processes, stores or transmits it.

13.2 The Customer is responsible for ensuring that it has the rights and permissions necessary to process and transfer Customer Data using SFTPPlus.

13.3 The Parties do not intend Pro:Atria to process Customer Data as part of the normal operation of SFTPPlus. If the Parties later agree a service requiring Pro:Atria to process personal data on the Customer's behalf, they will put in place any additional data-processing terms required by applicable law before that processing begins.

14. Intellectual property ​

14.1 Pro:Atria and its licensors retain all intellectual property rights in and relating to SFTPPlus, the Documentation and related materials, including copyright, patents, trade marks, designs, know-how and other intellectual property rights. Except for the licence expressly granted by this Agreement, no rights are transferred to the Customer.

14.2 SFTPPlus may include open-source software and other third-party software components. Those components may be subject to their own licence terms, and the Customer's rights in those components will be governed by the applicable licence terms. Nothing in this Agreement is intended to restrict any rights that the Customer has under an applicable open-source or third-party licence.

14.3 The Customer retains ownership of Customer Data and its own materials.

14.4 The Customer must not remove or alter proprietary notices, copyright notices or other rights notices included in SFTPPlus or the Documentation.

15. Confidentiality ​

15.1 Each Party must keep confidential information received from the other Party confidential and must use it only for the purposes of this Agreement.

15.2 A Party may disclose confidential information to its employees, professional advisers, contractors and service providers who need to know it and are subject to appropriate confidentiality obligations.

15.3 These obligations do not apply to information that is public without breach, was already lawfully known, is independently developed, is lawfully received from a third party without restriction, or must be disclosed by law.

15.4 The confidentiality obligations in this clause continue after this Agreement ends.

16. Intellectual property claims ​

16.1 Pro:Atria will defend the Customer against a claim that the authorised use of SFTPPlus in accordance with this Agreement infringes a third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement, subject to the conditions below.

16.2 The Customer must promptly notify Pro:Atria of the claim, provide reasonable assistance and allow Pro:Atria control of the defence and settlement, provided that Pro:Atria does not agree any settlement that admits liability or imposes a material obligation on the Customer without the Customer's consent.

16.3 This obligation does not apply to infringement arising from modification not made or authorised by Pro:Atria, combination with items not supplied or approved by Pro:Atria where the combination causes the infringement, use outside this Agreement, or continued use after Pro:Atria has provided a reasonable non-infringing alternative.

16.4 If such a claim occurs, Pro:Atria may procure continued use, modify or replace the affected software, or terminate the affected licence and refund the Licence Fee paid for that affected licence, less a reasonable allowance for use already received.

17. Warranty ​

17.1 Pro:Atria warrants that, for 90 days from delivery or first provision of the applicable licensed version, SFTPPlus will materially conform to its Documentation when used in accordance with the Documentation.

17.2 The Customer must give Pro:Atria reasonable details of any material non-conformity. Pro:Atria's reasonable remedy is to correct the non-conformity or, where appropriate, provide a workaround or replacement.

17.3 Except as expressly stated in this Agreement, SFTPPlus is provided without warranties that it will be error-free, uninterrupted or suitable for every particular purpose.

17.4 The Customer is responsible for determining whether SFTPPlus is suitable for its intended environment and use.

18. Liability ​

18.1 Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

18.2 Subject to clause 18.1, neither Party is liable to the other for indirect or consequential loss, or for loss of profits, revenue, business, anticipated savings or goodwill, except to the extent such loss forms part of a third-party claim covered by an express indemnity in this Agreement.

18.3 Subject to clause 18.1, Pro:Atria's aggregate liability arising out of or in connection with the licensed SFTPPlus software and this Agreement is limited to the Licence Fee paid or payable for the affected licence.

18.4 The limitations in this clause apply whether liability arises in contract, tort (including negligence), breach of statutory duty or otherwise.

19. Termination ​

19.1 Either Party may terminate this Agreement for a material breach by the other Party if the breach is capable of remedy and is not remedied within 30 days after written notice requiring it to be remedied.

19.2 Either Party may terminate this Agreement immediately by written notice if the other Party becomes insolvent, enters liquidation other than for a solvent reconstruction, has a receiver or administrator appointed over substantially all its assets, or ceases to carry on business.

19.3 Termination of Maintenance and Support does not terminate or restrict a perpetual licence that has already been granted and paid for.

19.4 If a perpetual licence itself is validly terminated because of the Customer's material breach, the Customer must stop using the affected SFTPPlus software and, at Pro:Atria's request, delete or return copies except where retention is required by law.

19.5 Clauses which by their nature are intended to continue after termination will remain in force, including confidentiality, intellectual property, Customer Data ownership, liability and accrued payment obligations.

20. Assignment and corporate changes ​

20.1 The Customer may assign or novate this Agreement as part of a bona fide corporate reorganisation, merger, acquisition, sale of substantially all of its business or similar transaction, provided the assignee assumes the Customer's obligations.

20.2 Pro:Atria will not unreasonably withhold or delay consent to a reasonable assignment or novation in such circumstances.

20.3 The Customer may transfer or novate its rights and obligations under this Agreement, including the right to use SFTPPlus, to a replacement outsourced or managed service provider appointed by the Customer to provide substantially the same services. This includes a change from one service provider to another. No new licence fee or transfer fee will be payable solely as a result of such a change, provided that the SFTPPlus licence remains within the permitted scope of this Agreement and the transferee assumes the applicable obligations.

20.4 Pro:Atria may assign or transfer this Agreement to a successor to its business or to the SFTPPlus business. Any such successor will remain bound by the perpetual licence rights and other obligations applicable to the Customer.

20.5 Neither Party may otherwise assign this Agreement without the other's prior written consent, not to be unreasonably withheld or delayed.

21. Notices ​

21.1 Notices under this Agreement must be in writing and sent by hand, prepaid recorded delivery or email to the address specified in the Licence Schedule or otherwise notified by the receiving Party.

21.2 A notice is treated as received on delivery if delivered by hand, two Business Days after posting if sent by recorded delivery, or on the next Business Day after transmission if sent by email, provided no delivery failure message is received.

22. General ​

22.1 This Agreement, the Licence Schedule and any expressly incorporated Addendum constitute the entire agreement between the Parties concerning the SFTPPlus licences covered by them and replace earlier agreements concerning those licences.

22.2 Neither Party relies on any statement not expressly set out in this Agreement, except that nothing limits liability for fraud.

22.3 No variation is effective unless in writing and signed by authorised representatives of both Parties.

22.4 A waiver is effective only if given in writing and applies only to the particular instance for which it is given.

22.5 If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid, and the remainder will continue in force.

22.6 Nothing in this Agreement creates a partnership, agency or joint venture between the Parties.

22.7 Neither Party is liable for delay caused by events beyond its reasonable control, except for payment obligations already due.

22.8 This Agreement may be signed in counterparts and by electronic signature.

23. Order of precedence ​

23.1 If there is any conflict or inconsistency between documents forming part of this Agreement, the following order of precedence applies:

1. a separately signed Addendum or other signed agreement that expressly states that it varies or overrides a provision of this Agreement;
2. the Licence Schedule, but only in relation to the customer-specific licensing, commercial or other particulars expressly stated in it; and
3. this Agreement.

23.2 A Licence Schedule does not override the general terms of this Agreement unless the Schedule expressly states that it varies or overrides a specified provision.

23.3 An Addendum or other signed agreement does not override this Agreement or the Licence Schedule except to the extent that it expressly identifies the provision being varied or overridden.

23.4 A quotation, purchase order, email or other document does not vary this Agreement unless Pro:Atria has expressly agreed to the variation in writing and the variation forms part of a signed Addendum, Licence Schedule or other signed agreement.

24. Governing law and jurisdiction ​

24.1 This Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales.

24.2 The courts of England and Wales have exclusive jurisdiction to settle disputes arising out of or in connection with this Agreement.

Schedule 1: Licence Schedule ​

This Licence Schedule is completed for the individual Customer and forms part of the SFTPPlus End User Licence Agreement.

Unless expressly stated above, the standard terms of the Agreement apply without modification.

Signatures ​