Terms & Conditions

1. Agreement & Acceptance

These Terms & Conditions (the “Terms”) govern access to and use of the UniSentinel governance, risk and compliance platform. Together with each executed Order Form, they form a binding agreement (the “Agreement”) between the customer entity identified in that Order Form (the “Customer”) and the UniSentinel provider entity identified in the same Order Form (“UniSentinel”, “we” or “us”).

By executing an Order Form, creating a Workspace, or accessing or using the Service, the Customer accepts these Terms. If you accept on behalf of an organization, you represent that you have the authority to bind that organization. In the event of a conflict between these Terms and an Order Form, the Order Form prevails for that order.

2. Definitions

In these Terms, capitalized terms have the following meanings:

• “Service” — the UniSentinel platform, comprising the platform core and the Modules licensed to the Customer, whether delivered as a cloud service hosted by UniSentinel or as customer-hosted software deployed on the Customer's own infrastructure (on-premises Linux via Docker, or Windows Server).
• “Module” — a separately licensable functional component of the Service (for example Risk Management, Compliance or Internal Audits), enabled for a Workspace by a subscription entitlement or a License File.
• “Workspace” — a logically separated environment within the Service in which the Customer's users, configuration and Customer Data reside.
• “Customer Data” — all data, files and other content submitted to or generated within the Service by or on behalf of the Customer, including everything held in its Workspace.
• “License File” — a digitally signed file issued by UniSentinel for on-premises deployments that encodes the licensed Modules, seat counts, expiry date and related entitlements, and whose signature the Service verifies offline.
• “Order Form” — an ordering document executed between the Customer and UniSentinel that specifies the Modules, seat counts, deployment model, fees and subscription term.

3. The Service & Modular Licensing

The Service is licensed on a per-Module subscription basis. Only the Modules specified in an executed Order Form are enabled for the Customer; other Modules may remain visible in the interface as unavailable, and their use requires an additional order.

For cloud deployments, UniSentinel applies the purchased entitlements directly to the Customer's Workspace. For on-premises deployments, entitlements are encoded in a License File that the Customer uploads in the instance settings; the Service verifies the file's digital signature offline against a public key embedded in the software. No outbound network connection is required for verification, and the Service operates fully in air-gapped environments.

4. Accounts & Customer Responsibilities

The Customer is responsible for the accuracy of its account information, for safeguarding the credentials of its users, and for all activity occurring under its accounts. The Customer administers roles and permissions within its own Workspace and must notify UniSentinel promptly upon becoming aware of any unauthorized access or use.

The Customer is responsible for ensuring that it holds all rights and legal bases necessary for the Customer Data it submits to the Service, and for using the Service in compliance with the laws and regulations applicable to it.

5. Acceptable Use

The Customer shall not, and shall not permit any third party to:

• resell, sublicense, rent or operate the Service for the benefit of third parties, except as expressly agreed in an Order Form;
• reverse engineer, decompile or disassemble the Service, except to the extent this restriction is prohibited by applicable law;
• circumvent or attempt to circumvent license enforcement, seat limits, Module entitlements or License File verification;
• use the Service to develop a competing product, or copy its features or user interface for that purpose;
• upload or distribute content that is unlawful, infringing or malicious, including malware of any kind;
• interfere with or disrupt the integrity, security or performance of the Service; or
• conduct penetration testing or vulnerability scanning against cloud deployments of the Service without UniSentinel's prior written consent.

6. Customer Data

As between the parties, the Customer owns and retains all right, title and interest in and to the Customer Data. UniSentinel processes Customer Data only to provide, secure and support the Service in accordance with the Agreement and the Customer's documented instructions, and does not sell Customer Data or use it for any unrelated purpose.

The Service includes a full workspace export: authorized administrators can, at any time, export a Workspace's Customer Data as a structured bundle (JSON/CSV together with stored files). In on-premises deployments, Customer Data resides exclusively on the Customer's own infrastructure, and UniSentinel has no access to it unless the Customer expressly grants access for support purposes.

7. On-Premises Deployments

On-premises deployments are hosted and operated by the Customer on its own infrastructure. Unless expressly agreed otherwise in an Order Form or a separate support agreement, the Customer is responsible for the underlying infrastructure, operating system, database, network, TLS configuration and monitoring, and for taking and testing backups.

License Files are verified entirely offline, and the Service requires no internet access and sends no telemetry in order to run, so it can be operated in isolated (air-gapped) networks. UniSentinel provides software releases and upgrade documentation; applying updates to an on-premises instance is the Customer's responsibility.

8. Intellectual Property

UniSentinel and its licensors retain all intellectual property rights in and to the Service, its software, documentation and related materials. The Customer receives a limited, non-exclusive, non-transferable right to use the Service during the subscription term, in accordance with the Agreement and the purchased entitlements. No rights are granted except as expressly stated.

The Customer retains all rights in its own trademarks and branding materials uploaded to the Service (such as logos), and grants UniSentinel a limited license to display them within the Service and in generated reports solely for the Customer's benefit. If the Customer provides feedback or suggestions, UniSentinel may use them to improve the Service without obligation.

9. Fees & Payment

Fees, currency, invoicing schedule and payment terms are set out in the applicable Order Form. UniSentinel sells through a sales-led process: pricing is provided as a quotation and confirmed in the Order Form rather than through self-service checkout.

Unless the Order Form states otherwise, fees are exclusive of taxes, levies and duties, which are the Customer's responsibility (other than taxes on UniSentinel's income), and amounts overdue without a good-faith dispute may accrue late-payment interest to the extent permitted by applicable law.

10. Term, Suspension & Termination

The subscription term, renewal mechanics and notice periods are set out in the Order Form. Either party may terminate the Agreement for the other party's material breach that remains uncured thirty (30) days after written notice. UniSentinel may suspend access for serious violations of section 5 or for overdue undisputed payments, giving prior notice where practicable and limiting any suspension to what is reasonably necessary.

When a subscription or License File expires without renewal, a grace period applies first, during which the Service remains fully functional. After the grace period, the affected Workspace or instance enters read-only mode: users can still sign in, view Customer Data and run the workspace export, but can no longer create or modify records. Customer Data is never withheld or held hostage — the workspace export described in section 6 remains available in read-only mode and, for cloud deployments, for a reasonable period after termination before data is deleted; in on-premises deployments Customer Data remains at all times in the Customer's own database.

Provisions which by their nature should survive termination — including sections 6, 8 and 11 through 16 — survive.

11. Confidentiality

Each party may receive confidential information of the other in connection with the Agreement. The receiving party shall protect the disclosing party's confidential information with at least the same degree of care it applies to its own confidential information (and no less than reasonable care), use it only to perform the Agreement, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality obligations.

These obligations do not apply to information that is or becomes publicly available without breach, was lawfully known to the receiving party before disclosure, is received from a third party without confidentiality obligations, or is independently developed. A party may disclose confidential information where required by law or a competent authority, giving prompt notice to the other party where legally permitted.

12. Warranties & Disclaimers

UniSentinel warrants that, during the subscription term, the Service will perform materially in accordance with its documentation. The Customer's exclusive remedy for breach of this warranty is that UniSentinel will use commercially reasonable efforts to correct the non-conformity.

Except as expressly stated in the Agreement, the Service is provided “as is”, and UniSentinel disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted by law. UniSentinel does not warrant that the Service will be uninterrupted or error-free. The Service supports the Customer's governance, risk and compliance program, but it does not constitute legal or regulatory advice, and using it does not by itself guarantee compliance with any law, framework or standard.

13. Limitation of Liability

To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue or goodwill, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, each party's aggregate liability arising out of or relating to the Agreement is limited to the fees paid or payable by the Customer for the Service in the twelve (12) months preceding the event giving rise to the claim. Nothing in the Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability arising from willful misconduct or gross negligence.

14. Indemnification

UniSentinel will defend the Customer against third-party claims alleging that the Service, as provided by UniSentinel and used in accordance with the Agreement, infringes that third party's intellectual property rights, and will indemnify the Customer against amounts finally awarded or agreed in settlement of such claims. If such a claim arises, UniSentinel may procure for the Customer the right to continue using the Service, modify the Service so that it is non-infringing, or terminate the affected subscription and refund prepaid fees for the unused remainder of the term.

The Customer will defend and indemnify UniSentinel against third-party claims arising from Customer Data, or from the Customer's use of the Service in violation of the Agreement or applicable law. The indemnified party must give prompt notice of any claim, grant the indemnifying party control of the defense, and provide reasonable cooperation.

15. Changes to the Service & These Terms

UniSentinel continuously improves the Service and may modify it, provided that no change materially reduces the core functionality of the Modules the Customer has licensed during a current subscription term. For on-premises deployments, changes take effect when the Customer installs a release containing them.

UniSentinel may update these Terms from time to time. For material changes, UniSentinel will give the Customer at least thirty (30) days' notice through the Service or by email. Unless the Order Form states otherwise, updated Terms apply from the start of the next renewal term; continued use of the Service after that date constitutes acceptance.

16. Governing Law & Disputes

The Agreement is governed by the laws of the jurisdiction in which the UniSentinel provider entity identified in the Order Form is established, unless the Order Form expressly states a different governing law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt in good faith to resolve any dispute arising out of or relating to the Agreement through negotiation between authorized representatives. Failing resolution, and unless the Order Form provides a different dispute-resolution mechanism, disputes are subject to the exclusive jurisdiction of the competent courts of the jurisdiction whose law governs the Agreement.

17. Contact

For questions about these Terms, Order Forms or licensing, contact the UniSentinel team at sales@unisentinel.com. Notices under the Agreement must be given in writing to the addresses specified in the Order Form, with a copy to sales@unisentinel.com for notices to UniSentinel.