Orygent Business Service Terms
1. Parties and formation
1.1 These terms govern every self-serve subscription to the Orygent service bought on orygent.com between SMARTEDTECH SL (the Operator) and the company or organisation named at checkout (the Customer). Negotiated contracts use the Enterprise Master Service Agreement (ENT-01) and Order Form (ENT-02) instead; where ENT-01 is signed, ENT-01 prevails over these terms.
1.2 The Customer acts for business purposes. Orygent is not offered to consumers.
1.3 The person placing the order represents that they are authorised to bind the Customer. The Operator verifies that authority for the first order of a Tenant before billing is activated.
1.4 A contract for the platform service is formed when the Operator records your acceptance of the applicable terms through the acceptance control shown to you (an unticked checkbox, an order button labelled with an obligation to pay, or an electronic signature) and, for paid services, when the payment provider confirms payment.
1.5 The Operator keeps an append-only record of the document identifier, version, content hash, date, time and acceptance method. You may request a copy of the record and of the accepted version at any time at legal@orygent.com. Each version is archived at the versioned archive route of this document.
1.6 Acceptance by a person acting for an organisation is a representation that the person is authorised to bind that organisation. Where the Operator requires verification of that authority, the service for the organisation is not activated until verification is complete.
1.7 The Operator may rely on an electronic signature produced through its signature provider as the signature of the signatory under Regulation (EU) No 910/2014.
1.8 The order summary shows the plan, the number of seats or usage units, the price excluding VAT, the VAT applied, the total, the billing period, the renewal date and, where applicable, the trial end date, before the Customer confirms.
2. The service
2.1 The Operator provides the Orygent enterprise AI operations service: a Tenant with departments, role-based assistants, restricted-action approval workflows, audit records and the integrations enabled for the Customer's plan, as described on the price page at the time of order.
2.2 The Operator provides the service with reasonable skill and care and in accordance with the Service Levels in clause 7.
2.3 The Customer is responsible for its tenant administrators, users, instructions, content, integrations it connects and decisions it takes on the basis of outputs.
3. Enterprise AI operations
3.1 The customer appoints tenant administrators who manage users, authority levels and data classes within the tenant. Actions with legal, financial or employment effect require approval by a human with the configured authority before execution; the service does not execute them automatically.
3.2 Employee data processed in the tenant is processed under the customer's instructions as controller; the DPA (DAT-01) applies.
3.3 Outputs are recommendations and drafts; decisions are the customer's.
3.4 The AI disclosure, escalation and use rules in the AI and Identity Use Policy (ACC-02) apply to the Customer's users.
3.5 Operator staff do not read confidential Tenant content (documents, minutes, reports, attachments, financial or personal content). Support access is limited to operational, log and technical records, is recorded in the audit system, and is not widened by a general support request.
4. Fees, payment and invoicing
4.1 Prices are those shown on the price page or order summary at the time of order. Prices for consumers are shown including applicable VAT; prices for business customers are shown excluding VAT unless stated. The Operator may change prices for future periods with at least 30 days' notice; a price change does not affect a period already paid.
4.2 Payments are processed by the payment service provider identified at checkout. The Operator does not store full card numbers. Bank transfer is available only where the order summary states so and only to the account stated on the invoice issued by the payee.
4.3 Where a provider is the seller, the provider's price, taxes, fees and refund rule apply to that supply; the Operator's platform fee, if any, is shown separately.
4.4 Invoices are issued electronically to the billing email on the account. Business customers agree to receive electronic invoices.
4.5 Overdue business invoices accrue interest at the statutory commercial late-payment rate and reasonable recovery costs; the Operator may suspend the service for a business customer on 7 days' written notice of non-payment.
4.6 Usage above the plan's included units is billed at the overage rate shown on the price page for the plan at the time of order.
4.7 The Operator is the seller of every Orygent subscription; no provider sells through orygent.com.
5. Term, renewal and termination
5.1 The initial term and renewal term are those stated in the order. The subscription renews automatically for successive renewal terms unless either party gives written notice of non-renewal at least 30 days before the end of the current term.
5.2 Fees for a term are non-refundable except as expressly stated in the SLA credit clause. Annual prepaid fees are not refundable on early termination by the customer for convenience.
5.3 Either party may terminate for material breach not cured within 30 days of written notice. The Operator may terminate immediately for non-payment after notice, unlawful use or a threat to the security of the platform.
5.4 Cancellation, trial conversion and refunds are detailed in the Cancellation and Refund Policy (CUS-02), which forms part of these terms.
6. Customer obligations
6.1 The Customer will: use the service lawfully and within ACC-01 and ACC-02; keep its administrator accounts secure; configure authority levels and data classes that match its internal rules; obtain the rights and notices needed for the content and personal data it places in the Tenant; and not resell the service.
6.2 The Customer will not place special-category personal data in the Tenant unless it has configured the data class for that purpose under DAT-01 and holds the applicable legal basis.
6.3 The Customer indemnifies the Operator against third-party claims arising from the Customer's content or its breach of clause 6.1 or 6.2.
7. Service levels
7.1 Monthly uptime target: 99.5% measured at the API edge excluding scheduled maintenance (notified 48 hours in advance, max 8 hours/month) and force majeure.
7.2 Service credits: 99.0–99.49% → 5% of monthly fee; 98.0–98.99% → 10%; below 98.0% → 20%. Credits are claimed within 30 days and applied to the next invoice. Credits are the sole remedy for availability shortfalls.
7.3 Support: business days 09:00–18:00 CET; P1 response 1 hour, P2 4 hours, P3 next business day.
7.4 Data export on termination: available in a machine-readable format for 30 days after termination; thereafter deleted under C16.
8. Data protection
8.1 Platform data. The Operator is the controller of personal data processed to operate the platform: account, identity verification, acceptance records, payments, security, support, communications and analytics.
8.2 Provider supply data. Where a provider supplies services to a customer through the platform, the provider is an independent controller of the data it needs for that supply (booking, order, clinical, educational or professional records), and the Operator is a controller of the platform-level record of the transaction. Each party complies with its own obligations; neither acts for the other.
8.3 Processor services. Where the Operator processes personal data on behalf of a business customer under the customer's instructions (for example an enterprise tenant's employee data), the Data Processing Agreement (DAT-01) applies and governs; it is signed as part of the order.
8.4 Sharing between SET platforms. Personal data is not shared with any other platform operated by the Operator or its group unless you enable the specific destination in your settings. Enabling one destination does not enable others, and you may disable it at any time.
8.5 International transfers. Personal data is stored in the European Economic Area. Where a processor outside that area is used, the transfer is covered by Standard Contractual Clauses, listed in the subprocessor annex.
8.6 For self-serve orders the Customer accepts DAT-01 by the same order control; DAT-01 is incorporated with its version and hash in the order record. Annex A of DAT-01 is completed from the Tenant configuration.
9. Content and intellectual property
9.1 You retain ownership of content you upload. You grant the Operator a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, adapt, display, distribute and create derivative works of your content for the purpose of operating, promoting (listing content only) and improving the service, for the term of your account plus the period required for backup and legal retention.
9.2 You warrant that your content does not infringe third-party rights and is not unlawful.
9.3 The Operator may remove or restrict content that it reasonably believes is unlawful, infringes these terms or creates a risk to users, and will inform you of the reason and the review route.
9.4 All platform software, designs, models, trade marks and data compilations are owned by the Operator or its licensors. No licence is granted except as stated.
9.5 "Improving the service" in 9.1 does not include training models for third parties; training on Tenant content for the Operator's own models happens only with the Customer's research_contribution permission in tenant settings.
10. Confidentiality
10.1 Each party keeps the other's non-public business, technical and security information confidential, uses it only for the agreement, and limits access to personnel who need it and are bound by confidentiality. The obligation lasts for 5 years after termination and indefinitely for trade secrets and personal data.
10.2 Disclosure required by law or a court is permitted after notice to the other party where lawful. Nothing prevents statutory reporting or lawful whistleblowing.
11. Suspension
11.1 The Operator may suspend the Tenant on 7 days' notice for non-payment (clause 4.5) and immediately for unlawful use, a security threat or a breach of clause 6.2. The Operator states the reason and restores service when the cause is removed.
12. Changes
12.1 The Operator may amend these terms for legitimate reasons: changes in law, in the service, in security or fraud prevention, in the payment provider, or to clarify wording. The Operator notifies you of material changes by email and in-product at least 30 days before they take effect (immediately where required by law or security).
12.2 If you do not accept a material change, you may terminate before it takes effect and receive a pro-rata refund of any prepaid period affected. Continued use after the effective date is acceptance; for major changes the service asks you to confirm acceptance at your next sign-in.
12.3 Every version is archived with its date and content hash at the versioned archive route of this document.
13. Liability
13.1 Except for the excluded liabilities in paragraph 13.3, each party's total aggregate liability arising out of or in connection with the agreement in any contract year is limited to the fees paid or payable by the customer to the Operator under the agreement in the 12 months preceding the event giving rise to the claim.
13.2 Neither party is liable for indirect or consequential loss, loss of profit, revenue, business, goodwill, anticipated savings, or loss or corruption of data (except for the Operator's obligation to restore from its last available backup).
13.3 The limits do not apply to: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; wilful misconduct or gross negligence; the customer's payment obligations; a party's breach of confidentiality; a party's indemnity for infringement caused by its own content; or any liability that cannot be limited by law.
13.4 Service credits under the SLA are the customer's sole and exclusive remedy for service availability shortfalls.
14. Force majeure
14.1 Neither party is liable for delay or failure caused by events outside its reasonable control, provided it notifies the other party and mitigates the effect. Payment obligations for service already provided are not suspended.
15. Governing law and forum
15.1 This agreement is governed by Spanish law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The courts of the city of Barcelona have exclusive jurisdiction, without prejudice to either party seeking interim relief in any competent court.
16. Notices and contact
16.1 Notices to the Operator: legal@orygent.com or Carrer Agricultura, 16, 1º, 9ª, 08320 El Masnou, Barcelona, Spain. Notices to the Customer: the billing email on the account. Support: support@orygent.com.
16.2 Order of precedence: signed ENT-01/ENT-02 (where any) → these terms → CUS-02 → ACC-01/ACC-02 → DAT-01 for processing obligations (DAT-01 prevails on processing matters) → price page.