Sirius Quantum Solutions LTD — End User Licence Agreement (self-hosted SDK / API)
Version 1.0, effective 19 October 2026.
This Software Licence Agreement ("Agreement") is between SIRIUS QUANTUM SOLUTIONS LTD, company number 13754711, registered office 21 Greenlands, Cambridge, United Kingdom, CB2 0QY ("Sirius", "we", "us"), and the person or entity that installs, accesses or uses the Software ("Licensee", "you"). By installing, accessing or using the Software, or by using a Licence Key issued to you, you agree to this Agreement. If you do not agree, do not install or use the Software.
"Software" means the ReLab engine, software development kit and self-hosted API server, in object-code / compiled form, together with any updates and Documentation we provide.
"Documentation" means the user documentation we make available for the Software.
"Licence Key" means the signed licence token we issue to you which enables the Software and sets your Tier, permitted usage limits and term.
"Tier" means the licence tier issued to you (for example Evaluation, Individual, Team or Enterprise), as recorded in your Licence Key and Order.
"Order" means our quote, order form, online checkout or written agreement recording the Tier, fees, seats, term and any special terms.
"Seat" means one named individual authorised to use the Software under your Licence Key.
"Your Data" means the data and inputs you process with the Software. The Software is self-hosted and runs on your own systems; we do not receive, access or process Your Data.
2.1 Subject to this Agreement, your payment of the applicable fees, and the limits in your Licence Key and Order, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence, for the term of your Order, to install and use the Software in object-code form on systems you own or control, solely for your internal business purposes, up to the number of Seats and within the usage limits of your Tier.
2.2 Evaluation / trial licences are granted for internal evaluation only, on an "as is" basis, and may be time- or capacity-limited and terminated by us at any time.
2.3 The Software enforces Tier limits from the Licence Key. You must not circumvent, disable or tamper with the Licence Key mechanism or any technical usage limit.
2.4 Individual Tier scope. An Individual (single-seat) licence is for the use of one named individual on a single machine, for that individual's own use. It does not permit shared, team, desk, departmental, organisation-wide, production, or air-gapped/enterprise use, or use by or for the benefit of more than one individual. Any such use requires the corresponding Team or Enterprise Tier and fees; using an Individual licence for it is a material breach.
You must not, and must not permit any third party to:
(a) copy, reproduce, distribute, sell, rent, lease, lend, host as a service, or make the Software available to any third party, except as expressly permitted by your Tier and Order;
(b) modify, adapt, translate or create derivative works of the Software, or combine or integrate it with other software except as necessary for your permitted internal use;
(c) use the Software, its outputs, its error or diagnostic output, or any information observed from it, to design, develop, train or assist the development of any product, model, encoding, kernel or method that competes with the Software or replicates its methods;
(d) except to the extent this restriction is prohibited by applicable law, reverse engineer, decompile or disassemble the Software, or otherwise attempt to derive its source code, underlying ideas, algorithms, structure or methods. Where applicable law (including, in the United Kingdom and EEA, the rights under the Computer Programs Directive 2009/24/EC as retained in UK law and sections 50B and 50BA of the Copyright, Designs and Patents Act 1988) permits an act of decompilation or observation that this Agreement would otherwise prohibit, that act is permitted only to the minimum extent the law requires, and you must not use any information so obtained for the purpose in clause 3(c) or disclose it to any third party;
(e) benchmark, or publish benchmarks of, the Software for the purpose of replicating, cloning or developing a competing product or method, or in breach of clause 8 (Confidentiality);
(f) remove, obscure or alter any proprietary notice, licence-key mechanism, watermark or attribution in the Software or in any output it produces;
(g) commercially resell, sublicense, publish, distribute or otherwise make available to any third party the outputs of the Software (including quantum kernels, kernel matrices, embeddings, labels and relabeled or encoded datasets) as a dataset, data product, model, or data-generation product or service, whether for a fee or free of charge. You may use those outputs for your own internal business purposes (clause 4.3); commercialising or redistributing them as a product or service is reserved to Sirius and permitted only under a separate written agreement on the royalty terms in clause 6.3; or
(h) use the Software in violation of any applicable law, including export-control and sanctions laws.
4.1 The Software is licensed, not sold. Sirius and its licensors retain all right, title and interest in and to the Software and all intellectual property rights in it. No rights are granted to you except as expressly set out in this Agreement, and we reserve all other rights.
4.2 The Software incorporates certain third-party and open-source components, which are licensed to you under their own terms as identified in the Documentation; nothing in this Agreement limits your rights, or imposes obligations on you, under those terms in respect of those components.
4.3 You retain all rights in Your Data and, for your own internal business purposes, in the outputs you generate by running the Software on Your Data, subject to our and our licensors' rights in the Software itself. This clause does not permit the commercial resale, redistribution or productisation of those outputs, which is restricted by clause 3(g).
4.4 Provenance and watermarking. Outputs of the Software may carry a licence-bound provenance watermark or marker identifying the licence under which they were produced. You must not remove, obscure, alter or defeat any such watermark (clause 3(f)). The watermark is used solely to establish the provenance of outputs and to enforce this Agreement; it does not transmit Your Data or any usage information to Sirius or any third party.
5.1 We will issue you a Licence Key on payment of the applicable fees. Your Tier, usage limits and Seats are those recorded in your Licence Key and Order. Licence Keys are personal to you and must not be shared or transferred.
5.2 Higher usage (more Seats, higher capacity, additional surfaces or an air-gapped/enterprise deployment) requires the corresponding Tier and fees.
6.1 You will pay the fees stated in your Order. Fees are stated exclusive of VAT and other taxes, which you will pay in addition where applicable.
6.2 Fees are payable annually in advance, unless the Order states otherwise. Except as required by law or expressly stated, fees are non-refundable. We may suspend the Licence Key if undisputed fees are overdue by more than 30 days after written notice.
6.3 Royalties on commercialised outputs. Commercialising the outputs of the Software is otherwise restricted (clause 3(g)). Where Sirius agrees in writing that you may commercially sell, license or distribute datasets, data products, kernels, embeddings or other outputs produced using the Software, Sirius is entitled to, and you will pay, a royalty of 30% of the net revenue you receive from such sales (or such other royalty as the parties agree in writing), in addition to your Tier fees. You will keep complete and accurate records of all such sales, report them to Sirius quarterly, and pay the royalty due within 30 days of each report. Sirius may, on reasonable notice and not more than once in any 12-month period, audit those records to verify the royalty; if an audit shows an underpayment of more than 5%, you will bear the reasonable cost of the audit. Outputs may carry a provenance watermark (clause 4.4) to identify and verify outputs produced using the Software for the purposes of this clause. This clause survives termination in respect of sales made before termination.
7.1 This Agreement runs for the term stated in your Order and any renewal term. A licence purchased through our online checkout is a yearly subscription: it renews automatically for successive one-year terms, and the fee for each renewal term is charged to your payment method on the renewal date, unless you cancel before that date. We will notify you before each renewal. You can cancel at any time by emailing dev@siriusquantum.com; cancellation takes effect at the end of the current term and fees already paid are not refunded.
7.2 Either party may terminate for the other's material breach not remedied within 30 days of written notice. We may terminate or suspend immediately if you breach clause 3 (Restrictions) or clause 8 (Confidentiality).
7.3 On termination or expiry you must stop using the Software and, at our request, delete or destroy all copies in your possession or control and confirm you have done so. Clauses 3, 4, 8, 9, 10, 11 and 13 survive termination.
8.1 The Software (in particular its structure, internal design, algorithms, methods, and any error, diagnostic or trace output), the Documentation, and any non-public information we provide, are our Confidential Information. You must keep them confidential, use them only as permitted by this Agreement, and not disclose them to any third party. This obligation continues without limit of time for anything that is a trade secret, for so long as it remains one.
8.2 Because the Software is self-hosted and processes Your Data only on your systems, we neither receive nor hold Your Data or its metadata; the confidentiality obligation in this clause runs in your favour as to Your Data only to the extent we ever come into possession of it (for example if you send it to us in support).
9.1 Each party warrants it has the authority to enter into this Agreement.
9.2 Except as expressly stated, the Software is provided "as is" and we disclaim, to the fullest extent permitted by law, all other warranties, express or implied, including implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, and any warranty that the Software will be error-free, uninterrupted, or produce any particular result. The Software is a computational tool; you are responsible for your use of it and reliance on its outputs.
10.1 Nothing in this Agreement limits liability that cannot be limited by law, including for death or personal injury caused by negligence, or for fraud.
10.2 Subject to clause 10.1, neither party is liable for any indirect, special or consequential loss, or for loss of profit, revenue, business, goodwill, or data, however arising.
10.3 Subject to clauses 10.1 and 10.2, each party's total aggregate liability arising out of or in connection with this Agreement is limited to the fees paid or payable by you under the Order in the twelve (12) months preceding the event giving rise to the claim.
11.1 You acknowledge that the Software may be subject to export-control and sanctions laws (including the UK Export Control Act 2002 and retained dual-use regulation, EU Regulation 2021/821, and the US Export Administration Regulations). You will comply with those laws and will not export, re-export, or provide access to the Software in breach of them, or to any sanctioned party or territory.
12.1 If your Order is a Team or Enterprise Tier, we may, on 30 days' written notice, not more than once in any 12-month period, verify your compliance with the Seat and usage limits, by requesting records or a self-certification. Any audit will be conducted so as to minimise disruption and will not require you to disclose Your Data to us. If an audit reveals under-licensing, you will pay the applicable additional fees.
13.1 Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign it to a successor or acquirer of the business or the Software.
13.2 Entire agreement. This Agreement and your Order are the entire agreement between the parties on their subject matter and supersede all prior discussions. Nothing limits liability for fraud.
13.3 Variation. We may update this Agreement for new Orders or renewals; the version you accepted governs your current term unless we agree otherwise in writing.
13.4 Third-party rights. No one other than the parties has any rights under the Contracts (Rights of Third Parties) Act 1999.
13.5 Notices. Notices to us: dev@siriusquantum.com and our registered office.
13.6 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
Sirius Quantum Solutions LTD · company no. 13754711 · 21 Greenlands, Cambridge, CB2 0QY · dev@siriusquantum.com