Orygent Member Account Terms

1. Who these terms apply to

1.1 These terms govern the account of each natural person (you, a Member) who signs in to the Orygent application operated by SMARTEDTECH SL (the Operator).

1.2 You use Orygent as a user of a Tenant: the workspace of a company or organisation (the Customer) that has subscribed under the Business Service Terms (CUS-03) or the Enterprise Master Service Agreement (ENT-01). You act in the course of your work for the Customer. Orygent is not offered to consumers.

1.3 Where you create the Tenant yourself at sign-up, you represent that you are authorised to act for the Customer named at sign-up, and the Customer becomes bound by CUS-03 on the first order.

2. Formation and acceptance

2.1 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.

2.2 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.

2.3 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.

2.4 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.

2.5 The sign-up and invitation screens show this document with its version and a link to the AI and Identity Use Policy (ACC-02) and the Privacy Notice (PUB-02). Acceptance of these terms is recorded separately from any optional permission (marketing email, research contribution, cross-platform sharing), each of which has its own unticked control.

3. Your account

3.1 You will keep your registration details accurate, keep your credentials confidential, use multi-factor authentication where the Tenant requires it, and tell the Operator at support@orygent.com without delay of any suspected compromise.

3.2 Your account is personal. You will not share it, and you will not act in the name of another person or Tenant without a recorded delegation.

3.3 Your access is limited to the Tenant, departments, roles and authority levels assigned to you by the Customer's tenant administrator. The administrator may change or revoke your access at any time; the Operator acts on the administrator's instructions.

4. Roles, authority and restricted actions

4.1 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.

4.2 Employee data processed in the tenant is processed under the customer's instructions as controller; the DPA (DAT-01) applies.

4.3 Outputs are recommendations and drafts; decisions are the customer's.

4.4 A role shown in your profile is assigned by the tenant administrator; a self-declared role has no effect. Approving a restricted action through the approval control is a recorded act of the approver, and the Operator keeps the approval record in the audit system.

4.5 You will not attempt to execute, or to cause an assistant to execute, an action outside your authority level, and you will not bypass an approval gate.

5. Acceptable use

5.1 You will use Orygent only for the Customer's lawful business purposes and within the AI and Identity Use Policy (ACC-02).

5.2 You will not upload content you have no right to use, content that is unlawful, or special-category personal data except within a Tenant that the Customer has configured for that data class under DAT-01.

5.3 You will not probe, scan or test the vulnerability of the service without written permission, introduce malicious code, or access another Tenant's data.

6. Content

6.1 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.

6.2 You warrant that your content does not infringe third-party rights and is not unlawful.

6.3 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.

6.4 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.

6.5 Content placed in a Tenant belongs to the Customer as between you and the Customer; the licence in 6.1 is granted on the Customer's behalf under CUS-03 or ENT-01 and is limited to operating the service for the Tenant. "Improving the service" does not include training models for third parties, and training on Tenant content for the Operator's own models happens only with the Customer's separate research_contribution permission.

7. Data protection

7.1 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.

7.2 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.

7.3 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.

7.4 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.

7.5 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.

7.6 The Privacy Notice (PUB-02) describes the Operator's processing as controller. Requests about content inside a Tenant are routed to the Customer's tenant administrator.

8. Suspension and closure

8.1 The Operator may suspend your account where you breach clauses 4, 5 or 6, where the Customer's subscription is suspended or ends, or where a security threat requires it. The Operator states the reason and a review route (support@orygent.com) where lawful.

8.2 You may close your account from account settings or by email to support@orygent.com. Closure of your account does not end the Customer's subscription or its unpaid invoices. Content in the Tenant remains the Customer's and is handled under CUS-03/ENT-01 and DAT-01.

8.3 Retention after closure follows PUB-02 clause 7 (deletion or anonymisation within 90 days, subject to legal retention).

9. Changes

9.1 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).

9.2 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.

9.3 Every version is archived with its date and content hash at the versioned archive route of this document.

10. Liability

10.1 Except for the excluded liabilities in paragraph 10.3, 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.

10.2 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).

10.3 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.

10.4 Service credits under the SLA are the customer's sole and exclusive remedy for service availability shortfalls.

11. Governing law and forum

11.1 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.

12. Contact

12.1 Legal: legal@orygent.com · Privacy: privacy@orygent.com · Support: support@orygent.com · Postal: Carrer Agricultura, 16, 1º, 9ª, 08320 El Masnou, Barcelona, Spain.

Platform-specific terms

AI services: disclosure, limitations and human escalation

1. Disclosure. Where you interact with an AI system (chat, voice, agent, digital twin or generated content), the Operator tells you so at the start of the interaction and labels AI-generated or AI-manipulated content in accordance with Article 50 of Regulation (EU) 2024/1689. A voice or persona representing a real person is used only with that person's recorded permission.

2. Nature of outputs. AI outputs are generated from models and data that can be incomplete or wrong. They are information and assistance, not professional advice, and not a decision of the Operator. You remain responsible for decisions you take on the basis of an output. Where a decision has legal, financial, medical, educational or safety effect, the service routes it to a human reviewer or to you for decision, and the Operator does not make that decision automatically.

3. Human escalation. You may at any time request a human review of an AI interaction through support@orygent.com or the in-product escalation control; the Operator responds within 5 business days (consumer) or within the SLA (business).

4. Permitted use. You will not use AI features to impersonate a person without permission, to generate unlawful content, to circumvent safety controls, or to extract or reverse-engineer models. The Operator may suspend AI features for breach.

5. Recording and model use. Recordings, transcripts and uploads are used to provide the service to you. They are used to improve models only with your separate permission (purpose research_contribution), which you may withdraw at any time without affecting the service.

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