Averix Licence Agreement & Policies
Version 1.0 — Effective 17 September 2026
THIS LICENCE AGREEMENT (the "Agreement") is entered into between Nexecode, Karachi, Pakistan ("Nexecode", the "Licensor"), and the person or entity that orders, installs, activates or uses the Software (the "Customer", the "Licensee"). Nexecode and the Customer are each a "Party" and together the "Parties".
BY ORDERING AN INSTALLATION OF THE SOFTWARE, INSTALLING OR ACTIVATING IT, COMMENCING A DEMO, OR AUTHENTICATING TO THE SOFTWARE AS AN ADMINISTRATOR, THE CUSTOMER, ACTING THROUGH ITS AUTHORISED REPRESENTATIVE, ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF THE CUSTOMER DOES NOT AGREE, IT SHALL NOT INSTALL, ACTIVATE OR USE THE SOFTWARE.
1. Definitions
In this Agreement, unless the context requires otherwise:
1.1 "Software" means the Averix telephony platform software, comprising its central and node components, application code, database schema, scripts, documentation and any Update, in the form supplied by Nexecode.
1.2 "Central Server" means the single computer system, owned or controlled by the Customer, on which the central component of the Software is installed under one Licence.
1.3 "Node" means a computer system, owned or controlled by the Customer, on which the node component of the Software is installed and which is enrolled with the Central Server.
1.4 "Deployment" means one Central Server together with the Nodes enrolled with it.
1.5 "Licence" means the right granted under Clause 2 for one Deployment, evidenced by a signed licence file issued by Nexecode which states the number of Nodes permitted (the "Node Limit").
1.6 "Licence Panel" means Nexecode's licensing and distribution service, including the customer portal, through which Licences are issued, installations are performed and Updates are distributed.
1.7 "Support Subscription" means the annual subscription described in Clause 6 under which Updates and support are provided.
1.8 "Subscriber" means a telephone line served by the Software on behalf of the Customer's end customer.
1.9 "Customer Data" means all data entered into, generated by or stored within the Software on the Central Server or any Node, including Subscriber records, call detail records, call recordings, voicemail, configuration, rates, ledgers and backups.
1.10 "Telemetry" means the limited operational data described in Clause 9.
1.11 "Update" means any release of the Software published by Nexecode after the version first installed.
1.12 "Demo" means the evaluation period described in Clause 3.
2. Grant of Licence
2.1 Subject to the Customer's compliance with this Agreement and payment of the Fees, Nexecode grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, perpetual licence to install and use the Software on one Deployment, up to the Node Limit, for the Customer's internal business purpose of providing telephony services to its own end customers.
2.2 The Licence does not expire. Nothing in this Agreement, and no lapse of the Support Subscription, shall cause the Software to cease handling telephone calls on a licensed Deployment.
2.3 Each Licence is bound to one Deployment. The Customer shall not install or operate the central component of the Software on more than one Central Server under the same Licence, nor enrol Nodes in excess of the Node Limit. The Software enforces the Node Limit and the Customer shall not attempt to circumvent it.
2.4 Where the Customer wishes to move the Central Server to different hardware, the Customer shall request a re-issue of the Licence from Nexecode. Upon re-issue, the Customer shall cease use of the Software on the former Central Server. The Customer shall not copy the licence file between computer systems.
2.5 The Licence is personal to the Customer and shall not be transferred, assigned, sold, sub-licensed or otherwise disposed of to any third party, including by way of a sale of the Customer's business or a change of its control, without Nexecode's prior written consent.
2.6 The Software is licensed, not sold. Nexecode and its licensors retain all right, title and interest in and to the Software, including all intellectual property rights therein. No rights are granted to the Customer other than those expressly set out in this Agreement.
3. Demo
3.1 A new installation of the Software may, once, commence a Demo of seven (7) days without payment of Fees. A Demo permits one (1) Node and is for evaluation only; the Customer shall not use a Demo to provide services to paying end customers.
3.2 Upon expiry of the Demo, the Software shall cease to handle telephone calls until a Licence is installed. Administration of the Software remains available and no Customer Data is deleted by reason of the expiry of a Demo. Upon installation of a Licence the Software resumes without re-installation and Customer Data entered during the Demo is retained.
3.3 A Demo is bound to the Central Server on which it is commenced. Nexecode may decline a further Demo for the same Customer or hardware.
3.4 The Customer acknowledges that the Demo is provided so that the Customer may evaluate the Software before purchasing, and that the Demo is the Customer's sole opportunity for such evaluation (Clause 4.3).
3.5 Save as expressly provided in this Clause 3, the Demo is subject to all terms of this Agreement.
4. Fees, Payment and No Refunds
4.1 The Licence is purchased once, for one Central Server and a stated number of Nodes. The Support Subscription is purchased annually. The applicable fees (the "Fees") are those quoted by Nexecode or displayed in the customer portal at the time the order is placed.
4.2 Fees are payable in advance. A Licence is issued, and a Support Subscription commences, upon Nexecode's confirmation of payment.
4.3 ALL FEES ARE NON-REFUNDABLE. Fees paid are not refundable, in whole or in part, under any circumstances, including without limitation non-use or partial use of the Software, dissatisfaction with the Software, a reduction in the number of Nodes the Customer operates, or any change in the Customer's business. The Customer acknowledges that the Demo is provided so that the Customer may evaluate the Software before purchasing, and that software cannot be returned once installed.
4.4 All Fees are exclusive of taxes, duties, bank and payment-gateway charges, which shall be borne by the Customer.
5. Changes to Fees
Nexecode may revise its Fees from time to time. A revision shall not affect a Licence already purchased or a Support Subscription period already paid for. Revised Fees shall apply to additional Nodes and to the Customer's next Support Subscription renewal, provided that Nexecode has given the Customer not less than thirty (30) days' prior notice in accordance with Clause 23.
6. Support Subscription and its Lapse
6.1 The first year of the Support Subscription is included in the Licence Fee. Thereafter the Support Subscription is renewable annually in advance.
6.2 During a valid Support Subscription the Customer is entitled to Updates (Clause 11) and to support (Clause 15).
6.3 Upon expiry of the Support Subscription without renewal, the Software shall continue to operate in full, including the handling of telephone calls, administration, recording and every other function then installed. The Customer shall cease to be offered Updates and shall cease to be entitled to support until the Support Subscription is renewed.
6.4 For the avoidance of doubt, the lapse of a Support Subscription is not an expiry of the Licence and does not entitle Nexecode to restrict, and the Software will not restrict, the operation of a licensed Deployment.
7. Installation and Nexecode's Access to the Server
7.1 The Software is installed on the Central Server by the Licence Panel over an SSH connection. For that purpose the Customer shall provide root credentials once; the Licence Panel shall thereafter install its own SSH key on the Central Server and, where the Central Server permits, disable password authentication. Nodes are installed by the Customer from within the Software.
7.2 The Customer acknowledges and agrees that, in order to provide support, Nexecode requires access to the Central Server and, where relevant, to a Node, and grants Nexecode such access for the following purposes only: (a) installation of the Software; (b) application of Updates initiated by the Customer or, at the Customer's request, by Nexecode; (c) delivery or replacement of the Customer's Licence; (d) diagnosis and correction of defects in the Software; and (e) assistance with recovery under Clause 10. Each such action is recorded in the Licence Panel.
7.3 Nexecode shall not use such access to read, copy, extract or export Customer Data, save to the extent that the diagnosis of a specific reported defect requires the inspection of the records concerned, and then only to that extent.
7.4 The Customer may withdraw Nexecode's access at any time through the customer portal. Upon withdrawal, installation, Updates, Licence delivery and support requiring access shall not be possible until access is granted again; the Customer may nevertheless apply Updates from within the Software.
8. Customer Data
8.1 As between the Parties, all Customer Data is and shall remain the property of the Customer. Customer Data is stored exclusively on the Central Server and the Nodes. Nexecode does not host, receive or retain a copy of Customer Data.
8.2 The Customer is the data controller in respect of the personal data of its Subscribers and of the parties to calls handled by the Software (including names, identity numbers and documents, telephone numbers, addresses, call detail records and call recordings) and is solely responsible for compliance with all laws applicable to the collection, storage, recording, retention and processing of such data, including any requirement to obtain consent to the recording of a call. The Software provides facilities (including role-based access control, an audit log, recording policies and data export) to assist the Customer; the provision of such facilities does not constitute an assurance of the Customer's compliance.
8.3 The Customer may export Customer Data from the Software at any time.
9. Telemetry
9.1 For the purposes of validating the Licence and delivering Updates, the Software transmits to the Licence Panel the following data, and no other: (a) the licence identifier; (b) the version of the Software installed; (c) an indication that each machine is running, its role and its enrolment state; and (d) the timestamps of such transmissions.
9.2 For the avoidance of doubt, no Subscriber names, identity numbers, telephone numbers, addresses, call detail records, call recordings, voicemail or ledger records are transmitted to Nexecode.
9.3 The Software does not require internet access to the Licence Panel in order to handle telephone calls, and validation of the Licence is performed on the Central Server without reference to Nexecode. Internet access is required only to receive Updates.
10. Backups and Recovery
10.1 The Customer is solely responsible for backing up the Central Server, each Node, and all Customer Data, including the database, the recording archive, the operating system, storage volumes and virtual-machine snapshots. Nexecode does not receive or store the Customer's backups and cannot restore data that the Customer has lost.
10.2 The Software creates a backup of the Central Server's database before each Update is applied, retained on the Central Server.
10.3 Where a Node fails, the Software is able to rebuild a replacement Node from the Central Server, restoring the Subscribers, numbers and configuration assigned to it. Call recordings and voicemail held on the failed Node which had not been transferred to the Central Server at the time of failure are lost and cannot be recovered by Nexecode or by the Software. The Software marks such recordings as lost.
10.4 Where the Central Server fails and no backup exists, Customer Data on it is lost. Nexecode shall, under a valid Support Subscription, assist the Customer to reinstall the Software; Nexecode cannot recreate Customer Data.
10.5 Nexecode recommends that the Customer back up the Central Server's database and recording archive on a schedule, to a location other than the Central Server, and test a restore not less than once.
11. Updates
11.1 Nexecode publishes Updates as cryptographically signed releases. The Software verifies the signature and integrity of each Update before applying it and shall refuse any release not so signed.
11.2 Updates are applied by the Customer from within the Software, or by Nexecode at the Customer's request. Nexecode does not apply Updates to a Deployment without the Customer's request. Should an Update fail the Software's post-update checks, the Software shall automatically restore the previous version. The Customer may additionally revert to the previous version at its own election; a reversion restores the previous version of the Software and does not revert the database, and any Customer Data altered by the newer version remains as altered.
11.3 Updates are provided only during a valid Support Subscription or an active Demo. The version installed at the lapse of a Support Subscription continues to operate.
11.4 Nexecode may withdraw an Update found to be defective. A withdrawal does not affect installations to which the Update has already been applied.
11.5 Nexecode may add, alter or retire features in an Update. The Customer's obligation to accept Updates is limited to Updates the Customer elects to apply.
12. Customer's Responsibilities
12.1 The Customer is solely responsible for:
(a) the Central Server and each Node, including their hardware, operating system, storage capacity, time synchronisation and network reachability;
(b) the security of the Central Server and each Node, including their firewalls, SSH configuration, operating-system updates and all user accounts thereon;
(c) the administration of the Software, including the use of strong passwords and all acts and omissions of the Customer's personnel using the Software;
(d) the Customer's network, including the VoIP network, DHCP scope, telephone handsets and adapters, carrier trunks and carrier accounts, bandwidth and upstream connectivity — the Software handles calls and does not operate the Customer's network or its carrier relationships;
(e) the configuration of the fraud controls provided by the Software, including allowed destinations, spending limits, concurrency limits and per-Subscriber restrictions; all charges arising from fraudulent, unauthorised or excessive calls placed through the Deployment, including toll fraud through a compromised account or an unrestricted destination, are for the Customer's account;
(f) the timely application of Updates; Nexecode shall not be liable for any loss that an Update available to the Customer, but not applied, would have prevented;
(g) the accuracy of data entered into the Software, including rates, plans, numbers and Subscriber records; and
(h) any third-party service or carrier connected to the Software, including its credentials, fees, terms of service and availability.
12.2 The Customer shall not expose the Software's administration interface or telephony ports directly to the public internet otherwise than in accordance with Nexecode's published guidance.
12.3 The Software is supported on Debian GNU/Linux 13 (64-bit) on servers meeting the minimum requirements published by Nexecode. Nexecode has no obligation to support the Software on any other platform.
13. Regulatory Compliance
13.1 The provision of telephony services to the public in Pakistan requires authorisation from the Pakistan Telecommunication Authority ("PTA"). Obtaining and maintaining all licences, authorisations and registrations required for the Customer's services is the sole responsibility of the Customer. Nexecode supplies software only, does not provide a telecommunications service, and does not hold any authorisation on the Customer's behalf.
13.2 The Customer is solely responsible for compliance with all obligations imposed on it by the PTA or any other authority, including lawful interception, Subscriber verification, the retention and production of call records, numbering and caller identification requirements. The Software makes available the records it keeps; making them available to an authority in the form and manner required is the Customer's responsibility.
13.3 Nexecode shall not be responsible or answerable to any authority for the manner in which the Customer operates its services.
14. Prohibited Acts and Tampering
14.1 The Customer shall not, and shall not permit any third party to:
(a) reverse-engineer, decode, decompile, disassemble or otherwise attempt to derive the source code of the Software or any component thereof, except to the extent that applicable law expressly permits and that permission cannot be excluded;
(b) modify, remove, disable, bypass or circumvent the licence file, the licence verification, the release signature verification, or any other mechanism within the Software that gives effect to this Agreement;
(c) alter the Software's licence records, configuration or database entries so as to change the rights conferred by the Licence, including the Node Limit;
(d) install or operate the Software on more Central Servers or Nodes than the Licence permits, or copy the licence file to any other computer system, or disclose the licence file to any third party;
(e) install any release of the Software not signed by Nexecode, or any modified copy of the Software;
(f) sell, rent, lease, sub-license, distribute or otherwise make the Software available to any third party;
(g) use the Software for the bypass or termination of international traffic otherwise than through licensed gateways ("grey traffic"), for the falsification of calling-line identification, for unsolicited bulk calling, or for the provision of any service the Customer is not authorised to provide; or
(h) use the Software in violation of any applicable law, or so as to interfere with the network or services of any third party.
14.2 Any breach of this Clause 14 constitutes a material breach of this Agreement. Upon such breach Nexecode may, without prejudice to any other right or remedy: (a) immediately terminate the Licence and the Support Subscription without refund of any Fees; (b) decline to re-issue the Licence, withhold Updates and remove the Deployment from the Licence Panel; and (c) take legal action against the Customer, including for infringement of copyright and breach of contract, to recover damages and to seek injunctive relief, and report any unlawful use to the relevant authorities.
14.3 Any loss, fine, penalty or claim arising from the Customer's breach of this Clause 14 shall be borne by the Customer, who shall indemnify Nexecode against the same.
14.4 The Customer acknowledges that Nexecode has, by design, no means of halting Software already running on the Customer's systems. Termination under Clause 14.2 is a legal remedy, and the Customer's obligation to cease use upon termination is a contractual obligation which Nexecode may enforce.
15. Support
15.1 Support comprises assistance in respect of the Software itself, namely the correction of defects in supported versions, guidance on the Software's features, assistance with installation, Updates and licensing, and assistance with recovery under Clause 10. Support is provided by email and WhatsApp.
15.2 Nexecode shall provide a first response to a support request within twenty-four (24) hours of its receipt.
15.3 Live support sessions — remote hands-on troubleshooting, screen sharing, or planned work on the Customer's servers — shall be scheduled on not less than twenty-four (24) hours' notice from the Customer.
15.4 Support does not extend to the Central Server or Nodes themselves, their operating systems, the Customer's network, handsets, adapters, carriers, third-party services, the Customer's data entry, or any matter arising from a breach of Clause 14 or from unsupported modifications. Nexecode may, at its discretion, offer assistance in such matters as a separately chargeable service.
15.5 Support is available only during a valid Support Subscription or an active Demo.
16. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, NEXECODE DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT EVERY CALL WILL BE COMPLETED, OR THAT IT WILL ACHIEVE ANY PARTICULAR COMMERCIAL RESULT. Nexecode's sole obligation in respect of defects is to use reasonable efforts to correct reported defects in supported versions of the Software under a valid Support Subscription.
17. Exclusion of Responsibility for the Servers, their Security, Customer Data and Call Charges
17.1 Notwithstanding that the Software incorporates security and fraud-control features, Nexecode accepts no responsibility or liability whatsoever for the security of the Central Server or any Node, for any unauthorised access to them or to the Software, or for any loss, damage, call charge or consequence arising from any such access or compromise, howsoever caused.
17.2 Nexecode accepts no responsibility or liability whatsoever for any loss, corruption, unavailability or destruction of Customer Data, including call recordings and voicemail, whether arising from hardware failure, human error, malicious software, the application or reversion of an Update, a restore or rebuild operation, or any other cause. The maintenance of usable backups at a location other than the Central Server is the sole responsibility of the Customer in accordance with Clause 10.
17.3 Nexecode accepts no responsibility or liability whatsoever for charges levied on the Customer by any carrier, including charges arising from fraudulent or unauthorised calls, and no such charges shall be recoverable from Nexecode.
17.4 Nexecode shall not be responsible for any unavailability of the Central Server, any Node, the Customer's network or any carrier, or for any loss arising therefrom, nor for any fine, penalty or sanction imposed on the Customer by the PTA or any other authority.
18. Limitation of Liability
18.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF NEXECODE TO THE CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, SHALL NOT IN ANY TWELVE (12) MONTH PERIOD EXCEED THE FEES PAID BY THE CUSTOMER TO NEXECODE IN RESPECT OF THAT PERIOD.
18.2 IN NO EVENT SHALL NEXECODE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE, OR FOR ANY LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF CALLS OR CALL RECORDINGS, CARRIER CHARGES, REGULATORY FINES, OR ANY CLAIM BROUGHT AGAINST THE CUSTOMER BY ITS END CUSTOMERS OR BY ANY THIRD PARTY, EVEN IF NEXECODE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
19. Termination
19.1 Nexecode may terminate the Licence and the Support Subscription upon (a) any breach of Clause 14; (b) non-payment of any invoice remaining unpaid thirty (30) days after notice of non-payment; or (c) use of the Software in a manner that harms Nexecode's systems or other customers.
19.2 The Customer may cease use of the Software at any time. Fees already paid shall not be refunded (Clause 4.3).
19.3 Upon termination for breach, the Customer shall cease all use of the Software and shall delete it from every computer system under its control, and shall certify the same in writing on Nexecode's request.
19.4 Upon termination or expiry for any reason, Customer Data shall remain on the Customer's systems. Nexecode shall delete the Deployment's record from the Licence Panel upon the Customer's written request.
19.5 Should Nexecode cease to carry on business, the Licence shall continue and the Deployment shall continue to operate, the Software being dependent on no service of Nexecode in order to run; the Customer would thereafter receive no further Updates or support.
19.6 Clauses 4.3, 8, 13, 14, 16, 17, 18, 20, 22 and 24 shall survive termination or expiry of this Agreement.
20. Confidentiality
20.1 Nexecode shall treat as confidential any information concerning the Customer's business obtained in the course of providing support or accessing the Customer's servers, and shall not disclose it to any third party save as required by law.
20.2 The Customer shall treat as confidential its licence file, Nexecode's pricing, and any non-public information concerning the Software, and shall not disclose them to any third party.
21. Amendment of this Agreement
21.1 Nexecode may amend this Agreement from time to time. Each version shall bear a version number and effective date.
21.2 The Customer shall be required to accept the then-current version upon its next authentication to the customer portal, and shall not be permitted to order, install, purchase or renew through the portal without such acceptance. No amendment shall diminish the rights conferred by a Licence already purchased or in respect of a Support Subscription period already paid for, and no amendment shall cause the Software to cease handling telephone calls on a licensed Deployment.
22. Governing Law and Disputes
22.1 This Agreement shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan.
22.2 The courts of Karachi shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.
22.3 Before commencing any proceedings, the Parties shall attempt in good faith to resolve the dispute by negotiation for a period of not less than thirty (30) days from the date on which one Party notifies the other of the dispute, save that Nexecode may seek injunctive relief in respect of a breach of Clause 14 at any time.
23. Notices
23.1 Notices from Nexecode to the Customer shall be given by email to the address registered on the Customer's account, or by notice within the customer portal, and shall be deemed received on the day of transmission.
23.2 Notices from the Customer to Nexecode shall be given by email to [email protected].
24. General
24.1 This Agreement constitutes the entire agreement between the Parties in respect of the Software and supersedes all prior representations, understandings and agreements, whether written or oral. A quotation or invoice may state Fees and the Node Limit but does not vary these terms.
24.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
24.3 No failure or delay by Nexecode in exercising any right under this Agreement shall operate as a waiver of that right.
24.4 The Customer shall not assign or transfer this Agreement or the Licence without Nexecode's prior written consent (Clause 2.5).
24.5 This Agreement is executed in the English language. Any translation is provided for convenience only, and the English text shall prevail.
ACCEPTANCE. By selecting "I agree" and proceeding, the person acting for the Customer represents and warrants that he or she has read this Agreement, is duly authorised to bind the Customer, and accepts this Agreement on the Customer's behalf. Nexecode shall record the version accepted, the identity of the person accepting, the date and time of acceptance, the network address from which acceptance was given, and the Deployment to which it relates.
This is the agreement every Averix customer accepts in the customer portal and in Averix. Earlier versions remain available on request.