Terms & Conditions

Last updated: November 14, 2024

Terms and Conditions for Engyon SaaS Platform

These Terms and Conditions (“Terms”) govern the access and use of the Engyon software-as-a-service (SaaS) platform, supporting Customers in their audit work.

By creating an account or using Engyon, you agree to these Terms. Please read them carefully.  

1. Account Registration

To access Engyon, the account owner must submit a request to create an account. Approved accounts are provided to representatives of organizations engaged in their work. Engyon reserves the right to approve or deny account requests at its discretion.  

2. Subscription and Payment Terms

2.1 Subscription Model 

Engyon operates on a subscription model that requires customers to pay an annual fee for access to the platform and client data. The subscription is billed on the 1st of January each year and is calculated based on the number of customer accounts that are stored on the platform.  

2.2 Credits for Audits 

In addition to the platform subscription, customers must acquire credits to perform audit-related functions on Engyon. Credits are available for purchase directly on the platform and are valid for 12 months from the date of purchase. Unused credits expire automatically after 12 months and are non-refundable.

2.3 Renewal and Termination

Subscriptions renew automatically for one-year periods unless terminated by the customer. To prevent automatic renewal, customers must provide written notice of termination at least three (3) months prior to the renewal date. 

Engyon guarantees that Customer Data stored and kept on the platform according to the legal requirements and at least for 7 (seven) years after the file is closed, given that the Customer has paid the annual platform fees. 

2.4 Refunds  

All payments made for subscriptions and credits are non-refundable.  

3. License and Usage Rights  

Engyon grants each subscribing organization a limited, non-transferable, and non-sublicensable license to use the platform solely for  assurance activities. This license is specific to the organization’s internal use and cannot be shared or transferred.  

4. User Responsibilities and Restrictions  

Users agree to use Engyon solely for its intended purpose and to avoid any unauthorized actions that could compromise the platform’s security, performance, or integrity.  

5. Disclaimer of Liability and Liability Cap

Engyon provides the platform on an “as-is” basis and makes no representations or warranties regarding the accuracy, completeness, or suitability of the platform for any particular purpose.

5.1 Disclaimer of Liability

Engyon shall not be liable for any compliance outcomes, direct or indirect damages, or any other losses arising from the use or inability to use the platform.  

5.2 Liability Cap

In no event shall Engyon’s total aggregate liability to the customer exceed the amount of the one-time annual contract value paid by the customer for the use of the platform in the year in which the claim arose. This limitation applies to all claims, including but not limited to claims of contract, warranty, tort (including negligence), or strict liability, to the fullest extent permitted by law.  

6. Termination Policy

 

6.1 Termination by Engyon

Engyon reserves the right to terminate user accounts for violations of these Terms or any misuse of the platform. Users whose accounts are terminated due to violations will not be entitled to a refund of any subscription fees or credits.

6.2 Termination by Customer

The Customer has 60 days after Termination to download the Customer Data. The Customer has to request their Customer Data by sending an email to customer support. Engyon will provide all reasonable efforts to help the Customer with their data retrieval. 

7. Governing Law and Jurisdiction  

These Terms shall be governed by and construed in accordance with the laws of the Netherlands. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts in the Netherlands.  

 8. Modifications to Terms  

Engyon reserves the right to modify these Terms at any time. Users will be notified of any changes, and continued use of the platform following such changes constitutes acceptance of the modified Terms.  

9. Intellectual Property (IP) Rights

 

9.1 Software IP

Engyon retains all rights, title, and interest, including all intellectual property rights, in and to the Engyon platform, including but not limited to its software, code, design, features, functionalities, and all related materials. These rights are protected under applicable intellectual property laws, and nothing in these Terms grants or transfers any rights to the customer other than the limited license outlined in Section 3.  

9.2 Customer Data IP

Customers retain all rights, title, and interest in any data they upload or input into the Engyon platform as part of their  activities (“Customer Data”). Engyon does not claim ownership of Customer Data, and such data will be handled in accordance with the Data Processing Agreement and applicable data protection laws.  

9.3 Derived IP from Platform Use

Engyon retains all rights, title, and interest, including intellectual property rights, in any insights, analytics, or knowledge derived from the use of the platform (“Derived IP”). This includes intellectual property related to anonymized and aggregated data analytics that Engyon generates based on the usage of the software. Customers acknowledge that Engyon may use such anonymized insights for platform improvement, product development, and other commercial purposes, as long as no identifiable Customer Data is disclosed.  

10. Data Processing Agreement  

The Data Processing Agreement (DPA) forms an integral part of these Terms and Conditions. The DPA outlines the roles and responsibilities of Engyon and the customer concerning the processing of Customer Data. Engyon and the customer shall operate in accordance with the DPA to ensure that all data processing is conducted in compliance with applicable data protection and privacy laws.  

11. Confidentiality

 

11.1 Definition of Confidential Information

For the purposes of these terms, “Confidential Information” means all non-public, proprietary, or sensitive information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), including but not limited to:

  1. Business strategies and plans, trade secrets, and client lists.
  2. Information about the Disclosing Party’s SaaS platform, including technical, operational, or financial data.
  3. Customer data provided by Party 2 and made available on the SaaS platform.
  4. Any other data marked or identified as confidential, or which should reasonably be understood as such under the circumstances of disclosure.

11.3 Exclusions from Confidential Information

Confidential Information does not include information that:

  1. Is or becomes publicly known without breach of this Agreement.
  2. Was already known to the Receiving Party prior to disclosure by the Disclosing Party.
  3. Is lawfully received from a third party without breach of any confidentiality obligation.
  4. Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.

11.4 Obligations of the Receiving Party

Each Party, as the Receiving Party, agrees to:

  1. Maintain the confidentiality of the Confidential Information using reasonable care, at least equivalent to the standard it applies to its own confidential information.
  2. Not disclose the Confidential Information to any third party without prior written consent from the Disclosing Party.
  3. Use the Confidential Information solely for the purpose set forth in this Agreement.
  4. Not allow for Confidential Information to be used to train AI models beyond the Engyon SaaS platform, specifically third-party data processors.

11.5 Term and Termination

This Agreement shall remain in effect for 3 (three) years after terminated by mutual written agreement of the Parties, or when Party 2 terminates their business relationship with Engyon.

Upon termination of the business relationship, including a termination of customer access to the Engyon SaaS platform, the Receiving Party must promptly destroy all Confidential Information at the Disclosing Party’s request.

In case of Customer Data, Engyon will hold the Confidential Information on the Engyon SaaS platform for 60 (sixty) days after receiving the termination notice of Party 2, after which all Confidential Information will be permanently deleted.

12. IP Infringement Indemnification  

Engyon agrees to indemnify, defend, and hold the customer harmless from and against any claims, damages, losses, or expenses (including reasonable attorney’s fees) arising out of any claim that the Engyon platform infringes upon or misappropriates any third-party intellectual property rights, provided that: (a) the customer promptly notifies Engyon in writing of the claim, (b) Engyon has sole control over the defense and settlement of the claim, and (c) the customer cooperates with Engyon in defending or settling the claim, as reasonably requested.  

In the event that the Engyon platform or any part thereof is, or in Engyon’s opinion is likely to become, the subject of an infringement claim, Engyon may, at its option: (i) procure for the customer the right to continue using the platform; (ii) modify the platform to make it non-infringing; or (iii) terminate the customer’s license to the platform and provide a pro-rated refund of any pre-paid subscription fees for the period following the termination.  

13. Escrow Agreement and Source Code Access 

13.1 Escrow Service for Paying Customers

Engyon provides an escrow agreement service for paying customers to ensure continuity of service. Under this escrow arrangement, the source code for the Engyon platform is securely stored with a third-party escrow agent.  To be eligible for the escrow service, the customer must be enrolled as a paying subscriber.

13.2 Access Upon Insolvency or Bankruptcy

In the event that Engyon becomes insolvent or files for bankruptcy, resulting in an interruption of service, the escrow agreement will activate, and the customer will be granted access to the Engyon source code. Upon activation of the escrow, customers will also receive a limited, non-transferable license to operate the software on their own systems.  

13.3 License Limitations  

This license to operate the software is granted solely for the customer’s  assurance activities and is subject to the same restrictions outlined in these Terms. Customers are prohibited from sub-licensing, distributing, or otherwise transferring the software, and they agree to use the source code only as needed to maintain continuity of their  assurance work.  

13.4 Conditions for Escrow Activation

Access to the source code under this clause will be granted only under the specific conditions of Engyon’s insolvency or bankruptcy and only to paying customers covered under the escrow agreement.

Engyon shall not be liable for any additional support, maintenance, or updates for customers accessing the source code through this escrow arrangement. 

14. Service Level Agreement (SLA)

Engyon guarantees a specific Service Level Agreement (SLA) for its customers, designed to provide flexible support options depending on the needs of the subscribing organization. The SLA define the terms and conditions for accessing support and ensuring continuity of service.

Under this SLA, Engyon commits to providing “best efforts” support, ensuring users have access to assistance during business hours. Specifics of this SLA include:

  • Support Hours: Monday to Friday, 9:00 AM to 5:00 PM CET, excluding public holidays.
  • Support Channels: Support is available via phone and email.
  • Response Commitment: Engyon will make all reasonable efforts to address inquiries and issues as promptly as possible but does not commit to a specific response time under the SLA.

14.2 Limitations

The SLAs are limited to support and access for the Engyon platform and do not extend to issues arising from third-party services, user equipment, connectivity, or situations classified as force majeure.

Annex – Definitions of Terms

For the purposes of these Terms and Conditions, the following terms shall have the meanings set forth below:

  1. “Agreement”
    Refers to these Terms and Conditions, including any updates, modifications, or amendments made by Engyon.

  2. “Customer”
    An individual or organization that has entered into a subscription agreement with Engyon for access to the platform and its associated services.

  3. “Customer Data”
    Any data uploaded, input, or otherwise provided by the customer or its users onto the Engyon platform as part of their activities.

  4. “Derived IP”
    Insights, analytics, or knowledge generated by Engyon from the use of the platform, including anonymized and aggregated data analytics, used for platform improvement and other commercial purposes.

  5. “Subscription”
    The annual fee-based arrangement that allows customers to access the Engyon platform and its associated services, billed in accordance with the terms outlined in Section 2.

  6. “Credits”
    Units purchased by customers to perform audit-related functions on the Engyon platform. Credits are valid for 12 months from purchase and are non-refundable.

  7. “Confidential Information”
    All proprietary, non-public, or sensitive information disclosed between the customer and Engyon, including but not limited to technical, operational, or financial data, customer data, and any data explicitly marked as confidential.

  8. “License”
    The limited, non-transferable, and non-sublicensable permission granted by Engyon to subscribing organizations to use the platform exclusively for their business activities.

  9. “Escrow Agreement”
    A contractual arrangement in which Engyon’s platform source code is securely stored with a third-party agent, to be accessed by paying customers under specified conditions, such as Engyon’s insolvency.

  10. “Platform” or “Engyon Platform”
    The software-as-a-service (SaaS) platform provided by Engyon, designed to support customers with their work.

  11. “Service Level Agreement (SLA)”
    The terms and commitments established by Engyon regarding support hours, response times, and the scope of support provided to platform users.

  12. “Termination”
    The cessation of access to the Engyon platform, either by the customer or Engyon, as governed by Section 6 of these Terms.

  13. “Force Majeure”
    Any event beyond the reasonable control of Engyon that prevents or delays the performance of obligations under these Terms, including natural disasters, government actions, or technical failures.

  14. “Renewal Date”
    The annual date on which the subscription automatically renews unless terminated by the customer in accordance with Section 2.3.

  15. “Data Processing Agreement (DPA)”
    A legally binding agreement between Engyon and the customer governing the processing of customer data in compliance with data protection laws, forming an integral part of these Terms.

  16. “IP Rights”
    Refers to the intellectual property rights owned by Engyon, including software, code, design, features, functionalities, and related materials, as well as any Derived IP created from platform usage.

  17. “User”
    An individual granted access to the Engyon platform by the customer, such as employees or representatives of an organization, who are responsible for adhering to these Terms.

  18. “Third-Party Services”
    Any services or tools integrated with or used in conjunction with the Engyon platform but provided by entities other than Engyon, which are outside the scope of these Terms.

  19. “Anonymized Data”
    Data derived from customer usage that has been stripped of all identifying information, used by Engyon to enhance platform functionality, product development, and marketing.

  20. “Liability Cap”
    The maximum amount Engyon is obligated to pay for damages or claims, limited to the annual subscription fee paid by the customer, as outlined in Section 5.2.

  21. “Termination Period”
    The 60-day period following the termination of a customer’s account during which they can retrieve their data, as detailed in Section 6.2.

  22. “Audit-Related Functions”
    Specific tasks on the Engyon platform requiring credits, such as generating reports or conducting assurance analyses.

  23. “Notification of Modifications”
    The process by which Engyon informs users of changes to the Terms, as outlined in Section 8.

Contact Us

For any questions or concerns regarding these Terms, please contact us at info@engyon.eu