Become a part of the top-tier businesses that rely on Enactia for demonstrating compliance
Below, we present the Enactia GRC Terms and Conditions for Enactia Software Licensing. In adherence to our commitment to transparency and clarity, these terms define the guidelines governing the licensing of our cutting-edge Enactia application, ensuring a secure and effective implementation of GRC strategies tailored to your specific needs. As you embark on this journey with us, we invite you to explore the comprehensive framework that underpins our commitment to excellence in GRC solutions.
We are Enactia Limited, a private company with limited liability established and existing under the Cyprus Companies Law, Cap. 113 (“Enactia Ltd”). References to the terms “we”, “us”, “our”, “you”, “your” shall be interpreted each time in accordance with context and may sometimes refer to Enactia Limited and/or the Company, as defined in the Agreement.
These Terms of Business (the “Terms”) apply, to all solutions and services delivered or due to be delivered by Enactia Limited to you, unless otherwise agreed in writing, from the date of signing of the Agreement until the date of its termination, in accordance with the provisions herein (The “Services”). The scope of services is as set out in the Agreement.
These Terms should be read together with the Agreement between Enactia Limited and the Company, which identifies the engagement to which they relate, and which prevails to the extent that there is any conflict between it and these Terms.
If you create an account on the Enactia Website or The Enactia Web Application, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and use our Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Where Services are offered on a free trial basis, payment may be required after the free trial period ends, and not when you enter your billing details (which may be required prior to the commencement of the free trial period). If auto-renewal is enabled for the Services you have subscribed for, you will be charged automatically in accordance with the term you selected. If, in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change products and product pricing at any time (Prior notification will be sent to the Company). We also reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
Occasionally there may be information on the ‘’Enactia Website’’ or ‘’The Enactia Web Application’’ that contains typographical errors, inaccuracies or omissions that may relate to promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Enactia Website or The Enactia Web Application or on any related Service is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Enactia Website or The Enactia Web Application including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Enactia Website or The Enactia Web Application should be taken to indicate that all information on the Enactia Website or The Enactia Web Application or on any related Service has been modified or updated.
We take frequent and incremental backups of the Enactia Web Application data for each customer database. Our backups reside on a remote location (Amazon AWS – Ireland) and there is an established and tested procedure to restore the backups when needed.
Although Enactia Website may link to other websites, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, products, services, and content of any other third-parties. You should carefully review the legal statements and other conditions of use of any website which you access through a link from this Website. Your linking to any other off-site websites is at your own risk.
Any communication and all data relating specifically to your business which is provided by you, for the purpose of receiving the software and Services which are the subject matter of the Agreement (the “Purpose”), are regarded as Confidential Information . We will use Confidential Information only in relation to the provision of the Services and will not disclose any Confidential Information to any third party, without your prior written consent, unless required by law, regulation, court of competent jurisdiction or public authority.
We agree that all Confidential Information is the exclusive property of the Company and that all rights, title, and interest in and to any and all Confidential Information is hereby unconditionally assigned to the Company.
We agree not to make any copy, extract or reproduction of any Confidential Information unless and to the extent that such copies, extracts and reproductions are used by us strictly in the course of providing the Services to the Company, and we will return to the Company on request all such reproductions, except where Enactia Limited is required to retain any of the aforementioned documentation in order to comply with its legal obligations under the laws of the Republic of Cyprus, or any Court order under enforcement in the Republic of Cyprus or abroad.
We will not be obligated to treat as confidential any information disclosed by you, which: (a) is or becomes lawfully known to us, from other sources, without restriction on disclosure; (b) is released by you to any other person or entity without restriction; (c) is independently developed by us without any use of or reliance on Confidential Information; or (d) is or becomes public knowledge without breach of this confidentiality obligation.
We may give and/or disclose Confidential Information to our contractors, subcontractors and agents involved in the provision of Services under this engagement. Also, Confidential Information may be transferred for various business purposes including relationship management, account management, internal financial reporting, provision of IT services (including among others storage, hosting, maintenance, support) and outsourcing services to service providers we use. With respect to all such information to be kept confidential, we agree not to provide or make available such information disclosed by or acquired from the Company in any form, to any person other than those employees, agents or sub-contractors, who are bound by confidentiality obligations as provided under clause 7.1 of the Agreement.
We may disclose Confidential Information where required by law or regulation or where ordered by court of competent jurisdiction or where requested by a professional body of which we are a member.
We stress that our deliverables (Enactia software generated content) and other communications are confidential and prepared for the Company only. They should not be used, disclosed, reproduced or circulated for any other purpose, whether in whole or in part without our prior written consent of the Provider, which consent will only be given after full consideration of the circumstances at the time. We agree that a Company may disclose our deliverables to its employees, officers, directors, insurers and professional advisers in connection with the Purpose, or as required by law or regulation, the rules or order of a stock exchange, court or supervisory, regulatory, governmental or judicial authority without our prior written consent, but in each case strictly on the basis that we owe no duties to any such persons.
To the fullest extent permitted by law, we do not accept any responsibility for any loss or damages arising out of the use of the deliverables (Enactia software generated content) or other communications by the Company for any purpose other than in connection with the Purpose of this Agreement as set out above. You agree to notify us immediately of any unauthorised disclosure or use of this confidential material and agree to take all action to prevent any further disclosure of such materials.
You agree that we are not prevented or restricted by virtue of our relationship with you, including anything in our Agreement and/or the these Terms, from the possibility of providing software solutions and services to other parties whose interests are or may be opposed to yours, as long as we do not disclose your Confidential Information and we comply with our ethical obligations.
For the purpose of this clause Data Protection Legislation shall mean the General Data Protection Regulation 2016/679 (the “GDPR”), the law providing for the Protection of Natural Persons with regard to the Processing of Personal Data and for the Free Movement of such Data of 125 (I)/2018 (the “National Law”) and any other applicable law or regulation that supersedes, replace and or complements the GDPR and the National Law. The terms “Personal Data”, “Processing”, “Controller”, “Processor”, “Data Subject”, “Personal Data Breach” and any other related term shall have the meaning ascribed to them in the Data Protection Legislation.
During the provision of the Services we may need to Process Personal Data about individuals associated with you (such as staff, trustees and others). We agree that for the purpose of the Data Protection Legislation we will be the Processor and you will be the Controller. Both Parties agree to fulfil their respective obligations arising under the Data Protection Legislation.
The subject matter of the processing will be the performance of our Services. The categories of the Personal Data which will be processed in the course of the provision of the Services include without limitation the following: contact details, such as name, surname, email addresses and telephone numbers, support inquiries and communications, and any other data that the Controller will provide to the Processor. The Personal Data which will be processed based on the Software Licensing Agreement and these Terms relates to employees of the Company. The Processing of Personal Data will last for as long as the Software Licensing Agreement and these Terms are in full force and effect. We will process Personal Data for the purpose of providing the Services to you and specifically for the purpose of Software Licensing, Training and resolving inquiries via our support line / email.
To the extent that Personal Data will be processed in connection with the performance of our obligations under these Terms, we will:
For the purposes of the Services provided, the below sub-processor(s) are engaged to process data (may include personal data) on your behalf. For such sub-processors, we concluded a written agreement, incorporating terms which are substantially similar to those set out in this Clause. We will remain fully liable for all acts or omissions of any sub-processors appointed by us pursuant to this clause:
| Recipient | Purpose of processing | Lawful basis | Data location and security | Personal data collected by the third party | Privacy policy |
| Matomo Cloud | To collect and analyze information about how you interact with our websites (web analytics), and to recognize and stop any misuse | Legitimate interest | Germany and Ireland | Anonymized IP address, Pages visited, browser and device used, mouse movements, anonymised key strokes, and more. | link |
| YouTube | To play videos | Legitimate interest | USA | IP address | link |
| Amazon AWS | For Client Instances Encrypted Daily Backups | Legitimate interest | Ireland | Whole Backup of Client Enactia instances | |
| Mixpanel | User experience tracking – MixPanel does not record the data being entered on Enactia instance but, the frequency and the usage of the various Enactia Modules and features in order to enable Enactia to enhance its capabilities. | Legitimate interest | Europe | Anonymized IP address, Pages visited, browser and device used, mouse movements, anonymised key strokes, and more. | link |
| Freshworks Freshdesk | Users can access the Enactia Knowledgebase using their account credentials. They can also raise tickets to Enactia support for inquiries, assistance, or reporting any software glitches. | Legitimate interest | Europe | Name, Surname, Email address, Screenshots provided for support. | link |
| OpenAI | Providing AI-powered insights, recommendations, or responses based on user-submitted text to enhance functionality or provide tailored services. | Consent | Ireland | Any text that would be submitted by the end user. | link |
9. At your discretion, we may delete or return all Personal Data and any copies thereof to you on the termination of the Software Licensing Agreement and these Terms unless any applicable law obliges us to store the personal data. You agree that we may store the Personal Data for longer periods in order to defend any claims that may arise in connection to this Software Licensing Agreement and these Terms.
You warrant and agree that you (i) will comply with your respective obligations under the Data Protection Legislation; (ii) you will provide us with lawful instructions; (iii) you will rely on a valid legal basis under the Data Protection Legislation for each purpose of the processing as defined herein including obtaining data subjects’ appropriate consent if required or is deemed to be the appropriate legal basis; (iv) you will ensure that Personal Data is accurate, complete, current, adequate, relevant and limited to what is necessary in relation to the purposes and (v) you will co-operate with us to fulfil our respective obligations under the Data Protection Legislation. You further agree that you will not perform any act which will cause us to breach our obligations under these Terms and the Data Protection Legislation.
The hosting of our cloud SaaS is located within the EU (Cyprus and Netherlands). This is based on Enactia owned infrastructure. The Backups are hosted on Amazon AWS in Ireland.
Daily backups are maintained and retained in encrypted format on Amazon AWS for the period of two (2) months. Each Enactia client has its own secure encrypted bucket. In case of termination of the licensing agreement the whole client bucket will be permanently deleted. This includes also log data.
Enactia Ltd is fully committed to protecting our business, assets, information, customers and employees from security threats in our operations in line with our corporate philosophy of “building trust”. This policy is guided by the company’s basic core value, code of conduct, business ethics and it fashions the way we conduct business. We strive to achieve the above through the following security measures and practices:
This statement is communicated to all staff as well as published publicly for awareness to our business partners, customers, and contractors. It is important that our staff, partners, and contractors understand their responsibilities in connection with this statement and contribute positively to our goals. Enactia’ security policy will be reviewed, and if necessary revised, annually to keep up to date.
Enactia is responsible for protecting the infrastructure that runs all the services offered in the SaaS model. This infrastructure is composed of the hardware, software and networking.
Enactia instances are segregated. The segregation occurs on the cloud OS level via containerization. This means that each customer has an isolated space on the cloud for its Enactia instance / application.
As part of Enactia’s compliance with various frameworks and regulations, such as ISO27001, GDPR etc., is conducting period Penetration Tests / Vulnerability Assessments on its infrastructure. Enactia is responsible to prioritize and resolve any weaknesses or vulnerabilities that may be identified in accordance with the Enactia’s internal Risk Management Policy.
Enactia customers are welcome to carry out security assessments or penetration tests against their Enactia infrastructure with prior approval of Enactia. Please ensure that these activities are aligned with the points raised below. If you discover a security issue within any Enactia services during your security assessment, please contact Enactia’s Security immediately.
If Enactia receives an abuse report for activities related to your security testing, we will forward it to you. When responding, please provide the root cause of the reported activity, and detail what you’ve done to prevent the reported issue from recurring.
Prohibited Activities
All Security Testing must be in line with these Testing Terms and Conditions
Enactia Policy Regarding the Use of Security Assessment Tools and Services
Enactia’s policy regarding the use of security assessment tools and services allows significant flexibility for performing security assessments of your Enactia instance while protecting other Enactia customers and ensuring quality-of-service across Enactia.
Enactia understands there are a variety of public, private, commercial, and/or open-source tools and services to choose from for the purposes of performing a security assessment of your Enactia instance. The term “security assessment” refers to all activity engaged in for the purposes of determining the efficacy or existence of security controls amongst your Enactia instance, e.g., port-scanning, vulnerability scanning/checks, penetration testing, exploitation, web application scanning, as well as any injection, forgery, or fuzzing activity, either performed remotely against your Enactia instance, amongst/between your Enactia instances, or locally within the virtualized assets themselves.
You are NOT limited in your selection of tools or services to perform a security assessment of your Enactia instance. However, you ARE prohibited from utilizing any tools or services in a manner that perform Denial-of-Service (DoS) attacks or simulations of such against ANY Enactia instance, yours or otherwise.
A security tool that solely performs a remote query of your Enactia instance to determine a software name and version, such as “banner grabbing,” for the purpose of comparison to a list of versions known to be vulnerable to DoS, is NOT in violation of this policy.
Additionally, a security tool or service that solely crashes a running process on your Enactia instance, temporary or otherwise, as necessary for remote or local exploitation as part of the security assessment, is NOT in violation of this policy. However, this tool may NOT engage in protocol flooding or resource request flooding, as mentioned above.
A security tool or service that creates, determines the existence of, or demonstrates a DoS condition in ANY other manner, actual or simulated, is expressly forbidden.
Some tools or services include actual DoS capabilities as described, either silently/inherently if used inappropriately or as an explicit test/check or feature of the tool or service. Any security tool or service that has such a DoS capability, must have the explicit ability to DISABLE, DISARM, or otherwise render HARMLESS, that DoS capability. Otherwise, that tool or service may NOT be employed for ANY facet of the security assessment.
It is the sole responsibility of the Enactia customer to: (1) ensure the tools and services employed for performing a security assessment are properly configured and successfully operate in a manner that does not perform DoS attacks or simulations of such, and (2) independently validate that the tool or service employed does not perform DoS attacks, or simulations of such, PRIOR to security assessment of any Enactia instance. This Enactia customer responsibility includes ensuring contracted third-parties perform security assessments in a manner that does not violate this policy.
Furthermore, you are responsible for any damages to Enactia or other Enactia customers that are caused by your Testing or security assessment activities.
We retain all ownership, copyright and other intellectual property rights in everything developed, designed or created by us either before or during the course of an engagement including systems, methodologies, questionnaires, software, know-how and other working papers and manuals. We also retain all ownership, copyright and other intellectual property rights in all reports, written advice via our support line or other materials provided by us to you, although you will have the full right to distribute copies of these materials within your own organisation, and to legal advisers instructed by you for the purpose of this Agreement and these Terms. If you wish to distribute copies of these materials outside your own organisation you must obtain our direct, prior permission.
You agree to ensure that any use of works in your possession or control during the term of the Agreement do not infringe the intellectual property rights of any third parties. You also agree to grant to or obtain for us a license to use, copy and modify any copyright protected works during the Agreement, which are owned by or licensed to you.
The data on the Application, added during the licensing period by the Company is the Intellectual Property of the Company and can be exported from the system by the Company at any time during the licensing period.
In addition to other terms as set forth in the Agreement, you are prohibited from using the Enactia Website or The Enactia Web Application or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
Furthermore, the activities below are prohibited from engaging by users in on Enactia’s Website or The Enactia Web Application and its subdomains (*.enactia.com).
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Government controlled area, Cyprus without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Cyprus. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Government controlled area, Cyprus, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement.
You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third-party as part of the sale of all or substantially all of its assets or stock or as part of a merger (in such case the Provider will inform the Company in a timely manner).
We agree and undertake to indemnify the Company against any third-party claim for injury, loss, penalties, damages, expense or costs occasioned by or arising directly or indirectly from our operation, use, or supply of the Services or other items and service under or in connection with this Agreement insofar as we or any of our staff, sub-contractors or agents is liable as a result of any act, omission or commission, negligence or any other reasons whatsoever as provided in this Agreement.
All documents in whatever form, paper, electronic or otherwise including, but not limited to, letters (including without limitation e-mails), memoranda, file notes of meetings and telephone calls, draft computations and returns etc., and copies of other original documents which we create or which we receive either as principal or in our own right, belong to Enactia Limited. For the avoidance of doubt, we do not assert such ownership rights to documents including but not limited to title documents, original invoices and other documents etc., belonging to you, but we may retain possession of them if and as necessary, for all and any legitimate purposes.
For the avoidance of doubt, although you may wish us to comment on the commercial aspects of legal documents that may be drawn up by lawyers in connection with the engagement and/or Services, we will not be involved in their drafting and/or preparation as this is within the realm of the professional business of lawyers. Further, whilst every care will be taken in the advice, we give in relation to any information contained in such documents, such advice and/or comment should not be taken as settling the documents, which will have been drafted by your lawyers.
During our engagement, we shall from time to time communicate by email, via the internet or other electronic media or provide information to you in electronic form. However, because of the inherent risks associated, the electronic transmission of information cannot be guaranteed to be secure or virus or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use.
You acknowledge that we may also need to access electronic information and resources of Enactia Limited during our engagement. You agree that there are benefits to each of us in their being able to access the network of Enactia Limited via your internet connection and that we may do this by connecting our laptop computers to your network. We each understand that there are risks to each of us associated with such access, including in relation to security and the transmission of viruses.
We each recognise that systems and procedures cannot be a guarantee that transmissions, our respective networks and the devices connected to these networks will be unaffected by risks such as those identified in the previous two paragraphs. We confirm that we each accept the risks of and authorise electronic communications between us and (b) the use of your network and internet connection as set out above. We each agree to use commercially reasonable procedures (i) to check for the most commonly known viruses before sending information electronically or connecting to your network and (ii) to prevent unauthorized access to each other’s systems, accordingly. We shall each be responsible for protecting our own systems and interests in relation to electronic communications and the Company and the Provider (in each case including our respective members, directors, employees, agents or servants) shall have no liability to each other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between us and our reliance on such information or use of your network and internet connection.
The exclusion of liability in the previous paragraph shall not apply to the extent that any liability arises out of acts, omissions or misrepresentations which are in any case , the result of gross negligence or willful misconduct or criminal, dishonest or fraudulent on the part of our respective members, directors, employees, agents or servants and generally to the extent that such liability cannot by law be excluded.
If the communication relates to a matter of significance on which you wish to rely, and you are concerned about the possible effects of electronic transmission you should expressly request a hard copy of such transmission from us. If you wish us to password protect all or certain documents transmitted, you should expressly state so and we shall take all reasonable steps and use our best endeavors in order to make appropriate arrangements.
We may mention, in appropriate circumstances, that you are, or have been, a client of ours and the type of services provided. This will not involve disclosure of your confidential information. You agree that we may consider it appropriate to seek publicity on our involvement with the provision of the Services, unless you withhold your consent for such publicity.
You agree that, during the engagement and for a period of 12 months thereafter, you will not solicit for employment or hire any of our people who have been involved in providing our solutions and Services, without our express written consent, in which case we may seek appropriate compensation from you (unless the individual is hired in response to a general advertisement made available to the public).
We may obtain services from sub-contractors. We take sole responsibility to you, for Services provided by us and any sub-contractor involved in providing the Services, and their respective people. You agree not to bring any claims in respect of the Services, or these Terms, against any of these parties.
You agree that you shall be able to bring any claim (including one in negligence) in connection with the Services only against us and not against any of our directors, members or employees, as individuals. Where our individuals are described as directors , they are acting for and on our behalf.
No party to this Agreement shall be held in any way responsible for any failure to fulfil its obligations under the Agreement if such failure has been caused (directly or indirectly) by circumstances beyond the control of the defaulting party. This shall include acts of God, war, riot, pandemics, acts of terrorism, industrial action, accident, or equipment failure (except where such accident or equipment failure has been caused by the negligence of the defaulting party, its employees, sub-licensees, subcontractors, agents or otherwise), or any law, order or requirement of any governmental agency or authority.
You agree that your use of our Website or Services is solely at your own risk. You agree that such Service is provided on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.
Our duty of care is to the Company.
The aggregate liability of Enactia Ltd, its directors, agents and employees or any of them (together referred to in this and subsequent clauses as the “Firm”) for the Total Damage (as defined below) shall be limited to a maximum aggregate amount of 1 (one) time our fees as set out in the Software Licensing Agreement to which these Terms are appended.
The limitation of liability referred to in the above paragraph refers to all assignments undertaken by us in relation to this purpose, whether the subject of this agreement or another agreement letter. Our maximum liability for all assignments undertaken by us in relation to this transaction is therefore an amount of 1 (one) time our fees as set out in the Software Licensing Agreement.
For the purposes of these Terms, “Total Damage” shall mean the aggregate of all liability, losses, damages (including interest thereon if any) and costs suffered or incurred, directly or indirectly, by the Addressees (together with such other parties whom the Firm and such original Addressees have agreed may have the benefit of and rely upon our work on the terms hereof) (together the “Addressees”) under or in connection with this engagement or its subject matter (as the same may be amended or varied from time to time) and any report prepared pursuant to it, including as a result of breach of contract, breach of statutory duty, tort (including negligence), or other act or omission by the Firm but excluding any such liabilities, losses, damages and/or costs arising from the fraud or dishonesty of the Firm or in respect of liabilities which cannot lawfully be limited or excluded.
Where there is more than one Addressee the limit of liability specified in the above paragraph will have to be allocated between the Addressees. It is agreed that such allocation will be entirely a matter for the Addressees, who shall be under no obligation to inform the Firm of it, provided always that if (for whatever reason) no such allocation is agreed, no Addressee shall dispute the validity, enforceability or operation of the limit of liability on the ground that no such allocation was agreed. Any third party (including any group company who is not an Addressee) who chooses to rely upon our work shall do so entirely at their own risk.
You agree not to bring any claim in respect of loss or damage suffered by you out of or in connection with the Services (including but not limited to delay or non-performance of our Services) against any of our directors or employees. This restriction will not operate to limit or exclude the liability of Enactia Ltd for the acts or omissions of any director or employee. It is agreed that any director or employee will have the right to enforce this clause pursuant to the Cyprus Laws or any other applicable law.
We shall not be liable to any Addressee to the extent that any claim (or any loss, damage, liability or cost to which it relates) arises or is increased, directly or indirectly, as a result of:
We shall under no circumstances whatsoever be liable to any Addressee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with our agreement and/or the Services.
You agree that you shall (and shall procure that each other Addressee shall) notify us immediately in writing upon your/their (as relevant) becoming aware of any potential or actual claim against you/any other Addressee (as relevant) by any third party which may give rise to a claim against us. Nothing in these Terms affects the duty of any Addressee to mitigate any loss suffered by it. You agree that you shall (and shall procure that each other Addressee shall) take all reasonable, immediate and necessary steps, to mitigate any loss you (or such other Addressee, as relevant) suffer as a result of any act, error, default or omission on our part and notify us immediately of any potential or actual claim and that we will have no liability in the event of your failure to fully and promptly meet your obligations in that regard.
If we are liable for loss under this engagement or in respect of the Services and an Addressee or a third party has contributed to the same loss, we shall only be liable for such proportion of the loss as may reasonably be attributed to us as a just and equitable amount taking into account the contribution to the loss for which the Addressee and any third party are responsible. In assessing the apportionment of loss for this purpose, no account will be taken of any contractual or other limitation on any third party’s liability or of the fact that it may not be possible to recover loss from the third party (whether due to insolvency, limitation or otherwise).
To the extent permissible by law, all warranties, conditions or terms other than those expressly set out in this engagement are excluded, including, but not limited to all implied and statutory conditions. Any liability to you or to any other party, which might otherwise be implied or incorporated in these Terms by reason of statute or common law or otherwise, is hereby expressly excluded to the fullest extent permissible by law.
With respect to our Agreement these Terms and all Appendixes thereto (and any additional terms referred to in our Agreement as being applicable, which shall be deemed to form part of such Agreement), these constitute the entire agreement and understanding between the parties and supersede all prior agreements, proposals, oral and written representations and negotiations. The Agreement and these Terms and all rights and obligations under them may be assigned or transferred by us, provided that we receive your written consent.
Headings contained in these Terms are for reference purpose only and should not be incorporated into these Terms and shall not be deemed to be any indication of the meaning of the clauses to which they relate.
Where there is conflict between the provisions of the Agreement and these Terms, the Agreement will take precedence.
If any provision of the Agreement or these Terms is or becomes invalid, illegal or unenforceable in whole or in part, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of the Agreement and these Terms.
Our Agreement and these Terms shall be governed and construed in accordance with the laws of Cyprus in every particular, including formation and interpretation and shall be deemed to have been made in Cyprus. Any proceeding arising out of or in connection with the Agreement and/or these Terms may be brought in any court of competent jurisdiction in Cyprus.
Without prejudice to any other rights of termination contained in these Terms or the Agreement, our Services will terminate in accordance with clause 4 herein, unless previously terminated or mutually extended by agreement, on completion of the provision of the Services.
The Services may be varied or superseded at any time by agreement in writing between Enactia Limited and the Company, but any such variation shall not affect any rights or obligations of either of us already accrued.
Without prejudice to the provisions of the next paragraph below, either party may terminate this Agreement prior to the expiration of its duration without providing a reason therefor, by giving to the other party one (1) month prior written notice.
Either Party reserves the right, at any time and without any liability or continuing obligation to the other, to unilaterally suspend or terminate the Agreement and/or these Terms, upon the occurrence of any of, the following events:
Any such suspension or termination of this Agreement by either party will be communicated to the other in writing and sent by post or facsimile transmission or e-mail. Such notice shall be deemed to be delivered to the other party 48 hours after posting. If the notice is sent to the other party by facsimile transmission or e-mail it shall be deemed delivered to it at the date and time of transmission or sending.
Following any such suspension or termination our contractual or tortious duty of care to you will cease for any future actions or advice required. You will remain liable for all fees and disbursements and VAT owing together with interest calculable thereon which have accrued up to the date of such suspension or termination.
Excluding termination of the Agreement due to the Company’s breach under clause 26.1, we shall in all other circumstances provide a refund to the Company for any amounts paid by the Company for Services that have not been rendered by us in accordance with this Agreement up to the date of such termination. Refer to the following Refund section.
Clauses concerning confidentiality (clause 7), data protection and privacy (clause 8), intellectual property rights (clause 10) and ownership of documents and papers (clause 16) shall survive and continue to bind the parties following expiry or termination of the Agreement and/or these Terms.
This policy applies to clients that have paid a premium to use Enactia’s Cloud SaaS defined as “The Company”. Since Enactia offers non-tangible, irrevocable goods we do not provide refunds after the product is purchased, which you acknowledge prior to purchasing any product from Enactia Ltd.
If a customer cancels a subscription during the ongoing billing month / year, effective cancellation date is the next billing date (end of billing cycle). This means that the customer will not be billed next time and will have until that date to use the Enactia Cloud Product – SaaS.
If a customer downgrades a subscription during the ongoing billing cycle, effective downgrade date is the next billing date (end of billing cycle). This means that the customer will be billed next time for the downgraded package and will have until that date to use Enactia with the current package. The downgraded package will go into effect on the next billing cycle.
If a customer upgrades a subscription during the ongoing billing month, effective upgrade date is immediate, and it will be prorated for the remaining days / months until the next billing date (end of billing cycle). The customer will be billed next time for the upgraded package and thereon.
Any notice or other document to be served under the Agreement and/or these Terms must be in writing and may be delivered or sent by pre-paid first class letter post or recorded delivery, facsimile transmission or scanned/converted into electronic format (such as PDF or similar) and/or sent by email to the party to be served at that party’s address (postal or electronic) as set out in the Agreement or at such other address or number or email address as that party may from time to time notify in writing to the other party.
Any notice or document shall be deemed to have been received, if sent to us, when receipt is acknowledged by us and, if sent to you, within 48 hours of posting or at the date and time of transmission or sending if sent by facsimile transmission or by electronic mail to your correct facsimile number or electronic mail address.
It is our desire to provide you at all times with a high-quality service to meet your needs. If at any time you would like to discuss with us how our Service to you could be improved, or if you are dissatisfied with any aspect of our work, please raise the matter immediately with the engagement leader responsible or, if you prefer an alternative route, please contact Michael Pittas, Director | Co-Founder. We undertake to look into any complaint carefully and promptly and to use all reasonable and best endeavours to explain the position to you.
We are Enactia Limited, a private company with limited liability established and existing under the Cyprus Companies Law, Cap. 113 (“Enactia Ltd”). References to the terms “we”, “us”, “our”, “you”, “your” shall be interpreted each time in accordance with context and may sometimes refer to Enactia Limited and/or the Company, as defined in the Agreement.
These Terms of Business (the “Terms”) apply, to all solutions and services delivered or due to be delivered by Enactia Limited to you, unless otherwise agreed in writing, from the date of signing of the Agreement until the date of its termination, in accordance with the provisions herein (The “Services”). The scope of services is as set out in the Agreement.
These Terms should be read together with the Agreement between Enactia Limited and the Company, which identifies the engagement to which they relate, and which prevails to the extent that there is any conflict between it and these Terms.
If you create an account on the Enactia Website or The Enactia Web Application, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and use our Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Where Services are offered on a free trial basis, payment may be required after the free trial period ends, and not when you enter your billing details (which may be required prior to the commencement of the free trial period). If auto-renewal is enabled for the Services you have subscribed for, you will be charged automatically in accordance with the term you selected. If, in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change products and product pricing at any time (Prior notification will be sent to the Company). We also reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
Occasionally there may be information on the ‘’Enactia Website’’ or ‘’The Enactia Web Application’’ that contains typographical errors, inaccuracies or omissions that may relate to promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Enactia Website or The Enactia Web Application or on any related Service is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Enactia Website or The Enactia Web Application including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Enactia Website or The Enactia Web Application should be taken to indicate that all information on the Enactia Website or The Enactia Web Application or on any related Service has been modified or updated.
We take frequent and incremental backups of the Enactia Web Application data for each customer database. Our backups reside on a remote location (Amazon AWS – Ireland) and there is an established and tested procedure to restore the backups when needed.
Although Enactia Website may link to other websites, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, products, services, and content of any other third-parties. You should carefully review the legal statements and other conditions of use of any website which you access through a link from this Website. Your linking to any other off-site websites is at your own risk.
Any communication and all data relating specifically to your business which is provided by you, for the purpose of receiving the software and Services which are the subject matter of the Agreement (the “Purpose”), are regarded as Confidential Information . We will use Confidential Information only in relation to the provision of the Services and will not disclose any Confidential Information to any third party, without your prior written consent, unless required by law, regulation, court of competent jurisdiction or public authority.
We agree that all Confidential Information is the exclusive property of the Company and that all rights, title, and interest in and to any and all Confidential Information is hereby unconditionally assigned to the Company.
We agree not to make any copy, extract or reproduction of any Confidential Information unless and to the extent that such copies, extracts and reproductions are used by us strictly in the course of providing the Services to the Company, and we will return to the Company on request all such reproductions, except where Enactia Limited is required to retain any of the aforementioned documentation in order to comply with its legal obligations under the laws of the Republic of Cyprus, or any Court order under enforcement in the Republic of Cyprus or abroad.
We will not be obligated to treat as confidential any information disclosed by you, which: (a) is or becomes lawfully known to us, from other sources, without restriction on disclosure; (b) is released by you to any other person or entity without restriction; (c) is independently developed by us without any use of or reliance on Confidential Information; or (d) is or becomes public knowledge without breach of this confidentiality obligation.
We may give and/or disclose Confidential Information to our contractors, subcontractors and agents involved in the provision of Services under this engagement. Also, Confidential Information may be transferred for various business purposes including relationship management, account management, internal financial reporting, provision of IT services (including among others storage, hosting, maintenance, support) and outsourcing services to service providers we use. With respect to all such information to be kept confidential, we agree not to provide or make available such information disclosed by or acquired from the Company in any form, to any person other than those employees, agents or sub-contractors, who are bound by confidentiality obligations as provided under clause 7.1 of the Agreement.
We may disclose Confidential Information where required by law or regulation or where ordered by court of competent jurisdiction or where requested by a professional body of which we are a member.
We stress that our deliverables (Enactia software generated content) and other communications are confidential and prepared for the Company only. They should not be used, disclosed, reproduced or circulated for any other purpose, whether in whole or in part without our prior written consent of the Provider, which consent will only be given after full consideration of the circumstances at the time. We agree that a Company may disclose our deliverables to its employees, officers, directors, insurers and professional advisers in connection with the Purpose, or as required by law or regulation, the rules or order of a stock exchange, court or supervisory, regulatory, governmental or judicial authority without our prior written consent, but in each case strictly on the basis that we owe no duties to any such persons.
To the fullest extent permitted by law, we do not accept any responsibility for any loss or damages arising out of the use of the deliverables (Enactia software generated content) or other communications by the Company for any purpose other than in connection with the Purpose of this Agreement as set out above. You agree to notify us immediately of any unauthorised disclosure or use of this confidential material and agree to take all action to prevent any further disclosure of such materials.
You agree that we are not prevented or restricted by virtue of our relationship with you, including anything in our Agreement and/or the these Terms, from the possibility of providing software solutions and services to other parties whose interests are or may be opposed to yours, as long as we do not disclose your Confidential Information and we comply with our ethical obligations.
For the purpose of this clause Data Protection Legislation shall mean the General Data Protection Regulation 2016/679 (the “GDPR”), the law providing for the Protection of Natural Persons with regard to the Processing of Personal Data and for the Free Movement of such Data of 125 (I)/2018 (the “National Law”) and any other applicable law or regulation that supersedes, replace and or complements the GDPR and the National Law. The terms “Personal Data”, “Processing”, “Controller”, “Processor”, “Data Subject”, “Personal Data Breach” and any other related term shall have the meaning ascribed to them in the Data Protection Legislation.
During the provision of the Services we may need to Process Personal Data about individuals associated with you (such as staff, trustees and others). We agree that for the purpose of the Data Protection Legislation we will be the Processor and you will be the Controller. Both Parties agree to fulfil their respective obligations arising under the Data Protection Legislation.
The subject matter of the processing will be the performance of our Services. The categories of the Personal Data which will be processed in the course of the provision of the Services include without limitation the following: contact details, such as name, surname, email addresses and telephone numbers, support inquiries and communications, and any other data that the Controller will provide to the Processor. The Personal Data which will be processed based on the Software Licensing Agreement and these Terms relates to employees of the Company. The Processing of Personal Data will last for as long as the Software Licensing Agreement and these Terms are in full force and effect. We will process Personal Data for the purpose of providing the Services to you and specifically for the purpose of Software Licensing, Training and resolving inquiries via our support line / email.
To the extent that Personal Data will be processed in connection with the performance of our obligations under these Terms, we will:
For the purposes of the Services provided, the below sub-processor(s) are engaged to process data (may include personal data) on your behalf. For such sub-processors, we concluded a written agreement, incorporating terms which are substantially similar to those set out in this Clause. We will remain fully liable for all acts or omissions of any sub-processors appointed by us pursuant to this clause:
When you visit our websites or purchase products or services, we utilize third-party services that may collect personal data. Please access the desktop version of our website to view our third-party service providers.
9. At your discretion, we may delete or return all Personal Data and any copies thereof to you on the termination of the Software Licensing Agreement and these Terms unless any applicable law obliges us to store the personal data. You agree that we may store the Personal Data for longer periods in order to defend any claims that may arise in connection to this Software Licensing Agreement and these Terms.
You warrant and agree that you (i) will comply with your respective obligations under the Data Protection Legislation; (ii) you will provide us with lawful instructions; (iii) you will rely on a valid legal basis under the Data Protection Legislation for each purpose of the processing as defined herein including obtaining data subjects’ appropriate consent if required or is deemed to be the appropriate legal basis; (iv) you will ensure that Personal Data is accurate, complete, current, adequate, relevant and limited to what is necessary in relation to the purposes and (v) you will co-operate with us to fulfil our respective obligations under the Data Protection Legislation. You further agree that you will not perform any act which will cause us to breach our obligations under these Terms and the Data Protection Legislation.
The hosting of our cloud SaaS is located within the EU (Cyprus and Netherlands). This is based on Enactia owned infrastructure. The Backups are hosted on Amazon AWS in Ireland.
Daily backups are maintained and retained in encrypted format on Amazon AWS for the period of two (2) months. Each Enactia client has its own secure encrypted bucket. In case of termination of the licensing agreement the whole client bucket will be permanently deleted. This includes also log data.
Enactia Ltd is fully committed to protecting our business, assets, information, customers and employees from security threats in our operations in line with our corporate philosophy of “building trust”. This policy is guided by the company’s basic core value, code of conduct, business ethics and it fashions the way we conduct business. We strive to achieve the above through the following security measures and practices:
This statement is communicated to all staff as well as published publicly for awareness to our business partners, customers, and contractors. It is important that our staff, partners, and contractors understand their responsibilities in connection with this statement and contribute positively to our goals. Enactia’ security policy will be reviewed, and if necessary revised, annually to keep up to date.
Enactia is responsible for protecting the infrastructure that runs all the services offered in the SaaS model. This infrastructure is composed of the hardware, software and networking.
Enactia instances are segregated. The segregation occurs on the cloud OS level via containerization. This means that each customer has an isolated space on the cloud for its Enactia instance / application.
As part of Enactia’s compliance with various frameworks and regulations, such as ISO27001, GDPR etc., is conducting period Penetration Tests / Vulnerability Assessments on its infrastructure. Enactia is responsible to prioritize and resolve any weaknesses or vulnerabilities that may be identified in accordance with the Enactia’s internal Risk Management Policy.
Enactia customers are welcome to carry out security assessments or penetration tests against their Enactia infrastructure with prior approval of Enactia. Please ensure that these activities are aligned with the points raised below. If you discover a security issue within any Enactia services during your security assessment, please contact Enactia’s Security immediately.
If Enactia receives an abuse report for activities related to your security testing, we will forward it to you. When responding, please provide the root cause of the reported activity, and detail what you’ve done to prevent the reported issue from recurring.
Prohibited Activities
All Security Testing must be in line with these Testing Terms and Conditions
Enactia Policy Regarding the Use of Security Assessment Tools and Services
Enactia’s policy regarding the use of security assessment tools and services allows significant flexibility for performing security assessments of your Enactia instance while protecting other Enactia customers and ensuring quality-of-service across Enactia.
Enactia understands there are a variety of public, private, commercial, and/or open-source tools and services to choose from for the purposes of performing a security assessment of your Enactia instance. The term “security assessment” refers to all activity engaged in for the purposes of determining the efficacy or existence of security controls amongst your Enactia instance, e.g., port-scanning, vulnerability scanning/checks, penetration testing, exploitation, web application scanning, as well as any injection, forgery, or fuzzing activity, either performed remotely against your Enactia instance, amongst/between your Enactia instances, or locally within the virtualized assets themselves.
You are NOT limited in your selection of tools or services to perform a security assessment of your Enactia instance. However, you ARE prohibited from utilizing any tools or services in a manner that perform Denial-of-Service (DoS) attacks or simulations of such against ANY Enactia instance, yours or otherwise.
A security tool that solely performs a remote query of your Enactia instance to determine a software name and version, such as “banner grabbing,” for the purpose of comparison to a list of versions known to be vulnerable to DoS, is NOT in violation of this policy.
Additionally, a security tool or service that solely crashes a running process on your Enactia instance, temporary or otherwise, as necessary for remote or local exploitation as part of the security assessment, is NOT in violation of this policy. However, this tool may NOT engage in protocol flooding or resource request flooding, as mentioned above.
A security tool or service that creates, determines the existence of, or demonstrates a DoS condition in ANY other manner, actual or simulated, is expressly forbidden.
Some tools or services include actual DoS capabilities as described, either silently/inherently if used inappropriately or as an explicit test/check or feature of the tool or service. Any security tool or service that has such a DoS capability, must have the explicit ability to DISABLE, DISARM, or otherwise render HARMLESS, that DoS capability. Otherwise, that tool or service may NOT be employed for ANY facet of the security assessment.
It is the sole responsibility of the Enactia customer to: (1) ensure the tools and services employed for performing a security assessment are properly configured and successfully operate in a manner that does not perform DoS attacks or simulations of such, and (2) independently validate that the tool or service employed does not perform DoS attacks, or simulations of such, PRIOR to security assessment of any Enactia instance. This Enactia customer responsibility includes ensuring contracted third-parties perform security assessments in a manner that does not violate this policy.
Furthermore, you are responsible for any damages to Enactia or other Enactia customers that are caused by your Testing or security assessment activities.
We retain all ownership, copyright and other intellectual property rights in everything developed, designed or created by us either before or during the course of an engagement including systems, methodologies, questionnaires, software, know-how and other working papers and manuals. We also retain all ownership, copyright and other intellectual property rights in all reports, written advice via our support line or other materials provided by us to you, although you will have the full right to distribute copies of these materials within your own organisation, and to legal advisers instructed by you for the purpose of this Agreement and these Terms. If you wish to distribute copies of these materials outside your own organisation you must obtain our direct, prior permission.
You agree to ensure that any use of works in your possession or control during the term of the Agreement do not infringe the intellectual property rights of any third parties. You also agree to grant to or obtain for us a license to use, copy and modify any copyright protected works during the Agreement, which are owned by or licensed to you.
The data on the Application, added during the licensing period by the Company is the Intellectual Property of the Company and can be exported from the system by the Company at any time during the licensing period.
In addition to other terms as set forth in the Agreement, you are prohibited from using the Enactia Website or The Enactia Web Application or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
Furthermore, the activities below are prohibited from engaging by users in on Enactia’s Website or The Enactia Web Application and its subdomains (*.enactia.com).
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Government controlled area, Cyprus without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Cyprus. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Government controlled area, Cyprus, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement.
You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third-party as part of the sale of all or substantially all of its assets or stock or as part of a merger (in such case the Provider will inform the Company in a timely manner).
We agree and undertake to indemnify the Company against any third-party claim for injury, loss, penalties, damages, expense or costs occasioned by or arising directly or indirectly from our operation, use, or supply of the Services or other items and service under or in connection with this Agreement insofar as we or any of our staff, sub-contractors or agents is liable as a result of any act, omission or commission, negligence or any other reasons whatsoever as provided in this Agreement.
All documents in whatever form, paper, electronic or otherwise including, but not limited to, letters (including without limitation e-mails), memoranda, file notes of meetings and telephone calls, draft computations and returns etc., and copies of other original documents which we create or which we receive either as principal or in our own right, belong to Enactia Limited. For the avoidance of doubt, we do not assert such ownership rights to documents including but not limited to title documents, original invoices and other documents etc., belonging to you, but we may retain possession of them if and as necessary, for all and any legitimate purposes.
For the avoidance of doubt, although you may wish us to comment on the commercial aspects of legal documents that may be drawn up by lawyers in connection with the engagement and/or Services, we will not be involved in their drafting and/or preparation as this is within the realm of the professional business of lawyers. Further, whilst every care will be taken in the advice, we give in relation to any information contained in such documents, such advice and/or comment should not be taken as settling the documents, which will have been drafted by your lawyers.
During our engagement, we shall from time to time communicate by email, via the internet or other electronic media or provide information to you in electronic form. However, because of the inherent risks associated, the electronic transmission of information cannot be guaranteed to be secure or virus or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use.
You acknowledge that we may also need to access electronic information and resources of Enactia Limited during our engagement. You agree that there are benefits to each of us in their being able to access the network of Enactia Limited via your internet connection and that we may do this by connecting our laptop computers to your network. We each understand that there are risks to each of us associated with such access, including in relation to security and the transmission of viruses.
We each recognise that systems and procedures cannot be a guarantee that transmissions, our respective networks and the devices connected to these networks will be unaffected by risks such as those identified in the previous two paragraphs. We confirm that we each accept the risks of and authorise electronic communications between us and (b) the use of your network and internet connection as set out above. We each agree to use commercially reasonable procedures (i) to check for the most commonly known viruses before sending information electronically or connecting to your network and (ii) to prevent unauthorized access to each other’s systems, accordingly. We shall each be responsible for protecting our own systems and interests in relation to electronic communications and the Company and the Provider (in each case including our respective members, directors, employees, agents or servants) shall have no liability to each other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between us and our reliance on such information or use of your network and internet connection.
The exclusion of liability in the previous paragraph shall not apply to the extent that any liability arises out of acts, omissions or misrepresentations which are in any case , the result of gross negligence or willful misconduct or criminal, dishonest or fraudulent on the part of our respective members, directors, employees, agents or servants and generally to the extent that such liability cannot by law be excluded.
If the communication relates to a matter of significance on which you wish to rely, and you are concerned about the possible effects of electronic transmission you should expressly request a hard copy of such transmission from us. If you wish us to password protect all or certain documents transmitted, you should expressly state so and we shall take all reasonable steps and use our best endeavors in order to make appropriate arrangements.
We may mention, in appropriate circumstances, that you are, or have been, a client of ours and the type of services provided. This will not involve disclosure of your confidential information. You agree that we may consider it appropriate to seek publicity on our involvement with the provision of the Services, unless you withhold your consent for such publicity.
You agree that, during the engagement and for a period of 12 months thereafter, you will not solicit for employment or hire any of our people who have been involved in providing our solutions and Services, without our express written consent, in which case we may seek appropriate compensation from you (unless the individual is hired in response to a general advertisement made available to the public).
We may obtain services from sub-contractors. We take sole responsibility to you, for Services provided by us and any sub-contractor involved in providing the Services, and their respective people. You agree not to bring any claims in respect of the Services, or these Terms, against any of these parties.
You agree that you shall be able to bring any claim (including one in negligence) in connection with the Services only against us and not against any of our directors, members or employees, as individuals. Where our individuals are described as directors , they are acting for and on our behalf.
No party to this Agreement shall be held in any way responsible for any failure to fulfil its obligations under the Agreement if such failure has been caused (directly or indirectly) by circumstances beyond the control of the defaulting party. This shall include acts of God, war, riot, pandemics, acts of terrorism, industrial action, accident, or equipment failure (except where such accident or equipment failure has been caused by the negligence of the defaulting party, its employees, sub-licensees, subcontractors, agents or otherwise), or any law, order or requirement of any governmental agency or authority.
You agree that your use of our Website or Services is solely at your own risk. You agree that such Service is provided on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.
Our duty of care is to the Company.
The aggregate liability of Enactia Ltd, its directors, agents and employees or any of them (together referred to in this and subsequent clauses as the “Firm”) for the Total Damage (as defined below) shall be limited to a maximum aggregate amount of 1 (one) time our fees as set out in the Software Licensing Agreement to which these Terms are appended.
The limitation of liability referred to in the above paragraph refers to all assignments undertaken by us in relation to this purpose, whether the subject of this agreement or another agreement letter. Our maximum liability for all assignments undertaken by us in relation to this transaction is therefore an amount of 1 (one) time our fees as set out in the Software Licensing Agreement.
For the purposes of these Terms, “Total Damage” shall mean the aggregate of all liability, losses, damages (including interest thereon if any) and costs suffered or incurred, directly or indirectly, by the Addressees (together with such other parties whom the Firm and such original Addressees have agreed may have the benefit of and rely upon our work on the terms hereof) (together the “Addressees”) under or in connection with this engagement or its subject matter (as the same may be amended or varied from time to time) and any report prepared pursuant to it, including as a result of breach of contract, breach of statutory duty, tort (including negligence), or other act or omission by the Firm but excluding any such liabilities, losses, damages and/or costs arising from the fraud or dishonesty of the Firm or in respect of liabilities which cannot lawfully be limited or excluded.
Where there is more than one Addressee the limit of liability specified in the above paragraph will have to be allocated between the Addressees. It is agreed that such allocation will be entirely a matter for the Addressees, who shall be under no obligation to inform the Firm of it, provided always that if (for whatever reason) no such allocation is agreed, no Addressee shall dispute the validity, enforceability or operation of the limit of liability on the ground that no such allocation was agreed. Any third party (including any group company who is not an Addressee) who chooses to rely upon our work shall do so entirely at their own risk.
You agree not to bring any claim in respect of loss or damage suffered by you out of or in connection with the Services (including but not limited to delay or non-performance of our Services) against any of our directors or employees. This restriction will not operate to limit or exclude the liability of Enactia Ltd for the acts or omissions of any director or employee. It is agreed that any director or employee will have the right to enforce this clause pursuant to the Cyprus Laws or any other applicable law.
We shall not be liable to any Addressee to the extent that any claim (or any loss, damage, liability or cost to which it relates) arises or is increased, directly or indirectly, as a result of:
We shall under no circumstances whatsoever be liable to any Addressee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with our agreement and/or the Services.
You agree that you shall (and shall procure that each other Addressee shall) notify us immediately in writing upon your/their (as relevant) becoming aware of any potential or actual claim against you/any other Addressee (as relevant) by any third party which may give rise to a claim against us. Nothing in these Terms affects the duty of any Addressee to mitigate any loss suffered by it. You agree that you shall (and shall procure that each other Addressee shall) take all reasonable, immediate and necessary steps, to mitigate any loss you (or such other Addressee, as relevant) suffer as a result of any act, error, default or omission on our part and notify us immediately of any potential or actual claim and that we will have no liability in the event of your failure to fully and promptly meet your obligations in that regard.
If we are liable for loss under this engagement or in respect of the Services and an Addressee or a third party has contributed to the same loss, we shall only be liable for such proportion of the loss as may reasonably be attributed to us as a just and equitable amount taking into account the contribution to the loss for which the Addressee and any third party are responsible. In assessing the apportionment of loss for this purpose, no account will be taken of any contractual or other limitation on any third party’s liability or of the fact that it may not be possible to recover loss from the third party (whether due to insolvency, limitation or otherwise).
To the extent permissible by law, all warranties, conditions or terms other than those expressly set out in this engagement are excluded, including, but not limited to all implied and statutory conditions. Any liability to you or to any other party, which might otherwise be implied or incorporated in these Terms by reason of statute or common law or otherwise, is hereby expressly excluded to the fullest extent permissible by law.
With respect to our Agreement these Terms and all Appendixes thereto (and any additional terms referred to in our Agreement as being applicable, which shall be deemed to form part of such Agreement), these constitute the entire agreement and understanding between the parties and supersede all prior agreements, proposals, oral and written representations and negotiations. The Agreement and these Terms and all rights and obligations under them may be assigned or transferred by us, provided that we receive your written consent.
Headings contained in these Terms are for reference purpose only and should not be incorporated into these Terms and shall not be deemed to be any indication of the meaning of the clauses to which they relate.
Where there is conflict between the provisions of the Agreement and these Terms, the Agreement will take precedence.
If any provision of the Agreement or these Terms is or becomes invalid, illegal or unenforceable in whole or in part, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of the Agreement and these Terms.
Our Agreement and these Terms shall be governed and construed in accordance with the laws of Cyprus in every particular, including formation and interpretation and shall be deemed to have been made in Cyprus. Any proceeding arising out of or in connection with the Agreement and/or these Terms may be brought in any court of competent jurisdiction in Cyprus.
Without prejudice to any other rights of termination contained in these Terms or the Agreement, our Services will terminate in accordance with clause 4 herein, unless previously terminated or mutually extended by agreement, on completion of the provision of the Services.
The Services may be varied or superseded at any time by agreement in writing between Enactia Limited and the Company, but any such variation shall not affect any rights or obligations of either of us already accrued.
Without prejudice to the provisions of the next paragraph below, either party may terminate this Agreement prior to the expiration of its duration without providing a reason therefor, by giving to the other party one (1) month prior written notice.
Either Party reserves the right, at any time and without any liability or continuing obligation to the other, to unilaterally suspend or terminate the Agreement and/or these Terms, upon the occurrence of any of, the following events:
Any such suspension or termination of this Agreement by either party will be communicated to the other in writing and sent by post or facsimile transmission or e-mail. Such notice shall be deemed to be delivered to the other party 48 hours after posting. If the notice is sent to the other party by facsimile transmission or e-mail it shall be deemed delivered to it at the date and time of transmission or sending.
Following any such suspension or termination our contractual or tortious duty of care to you will cease for any future actions or advice required. You will remain liable for all fees and disbursements and VAT owing together with interest calculable thereon which have accrued up to the date of such suspension or termination.
Excluding termination of the Agreement due to the Company’s breach under clause 26.1, we shall in all other circumstances provide a refund to the Company for any amounts paid by the Company for Services that have not been rendered by us in accordance with this Agreement up to the date of such termination. Refer to the following Refund section.
Clauses concerning confidentiality (clause 7), data protection and privacy (clause 8), intellectual property rights (clause 10) and ownership of documents and papers (clause 16) shall survive and continue to bind the parties following expiry or termination of the Agreement and/or these Terms.
This policy applies to clients that have paid a premium to use Enactia’s Cloud SaaS defined as “The Company”. Since Enactia offers non-tangible, irrevocable goods we do not provide refunds after the product is purchased, which you acknowledge prior to purchasing any product from Enactia Ltd.
If a customer cancels a subscription during the ongoing billing month / year, effective cancellation date is the next billing date (end of billing cycle). This means that the customer will not be billed next time and will have until that date to use the Enactia Cloud Product – SaaS.
If a customer downgrades a subscription during the ongoing billing cycle, effective downgrade date is the next billing date (end of billing cycle). This means that the customer will be billed next time for the downgraded package and will have until that date to use Enactia with the current package. The downgraded package will go into effect on the next billing cycle.
If a customer upgrades a subscription during the ongoing billing month, effective upgrade date is immediate, and it will be prorated for the remaining days / months until the next billing date (end of billing cycle). The customer will be billed next time for the upgraded package and thereon.
Any notice or other document to be served under the Agreement and/or these Terms must be in writing and may be delivered or sent by pre-paid first class letter post or recorded delivery, facsimile transmission or scanned/converted into electronic format (such as PDF or similar) and/or sent by email to the party to be served at that party’s address (postal or electronic) as set out in the Agreement or at such other address or number or email address as that party may from time to time notify in writing to the other party.
Any notice or document shall be deemed to have been received, if sent to us, when receipt is acknowledged by us and, if sent to you, within 48 hours of posting or at the date and time of transmission or sending if sent by facsimile transmission or by electronic mail to your correct facsimile number or electronic mail address.
It is our desire to provide you at all times with a high-quality service to meet your needs. If at any time you would like to discuss with us how our Service to you could be improved, or if you are dissatisfied with any aspect of our work, please raise the matter immediately with the engagement leader responsible or, if you prefer an alternative route, please contact Michael Pittas, Director | Co-Founder. We undertake to look into any complaint carefully and promptly and to use all reasonable and best endeavours to explain the position to you.
Enactia serves as a comprehensive platform that addresses Governance, Risk, and Compliance (GRC) with a specific emphasis on compliance in the realms of Cybersecurity and Data Protection.
