1.1 Engine117 (the “Service”) is provided by Business117 OÜ, a company registered in Estonia under registry code 17582615, VAT number EE103021261, with its registered address at Õnne tn 4, Tallinn, Harjumaa 11214, Estonia (“we”, “us”, “our”).

1.2 These terms are a contract between us and the business, organisation or public body that creates or uses an Engine117 workspace (“Customer”, “you”). The person who accepts them confirms that they are authorised to bind that organisation. “Users” are the people you allow to use the Service under your account.

1.3 The Service is offered only to businesses, organisations and public bodies for professional use. It is not offered to consumers.

1.4 These terms include our Privacy Policy and our Data Processing Addendum, which governs our processing of personal data on your behalf and forms part of these terms. Together they are the “Terms”.

2.1 The Service provides tools to organise and run a business, including a client pipeline, team and client communication, bookings, financial and ownership analysis, a website builder and an AI assistant, together with connections to other systems you choose to link. We grant you a non-exclusive, non-transferable right to use the Service under the Terms for as long as your subscription is active.

2.2 Some features connect to services that third parties run, such as accounting software, email and calendars. When you connect one, you authorise us to access it as you configure, and its own terms govern your use of it. We are not responsible for services we do not operate.

2.3 We may change, improve or remove features. If we remove a feature that is material to the plan you pay for, we will tell you in advance where reasonably possible, and you may end your subscription under section 10.

2.4 Features we label as beta, preview or early access are provided for evaluation, as they are, and may change or end at any time.

2.5 If you send us feedback or suggestions, we may use them without any obligation to you.

3.1 “Inputs” are everything you and your Users put into the Service or connect to it, including your records, your clients’ and contacts’ details, files, messages and data read from connected systems. “Outputs” are what the Service generates for you from them, such as answers, summaries, background-check verdicts, flagged transactions and generated text and images. Inputs and Outputs together are “Customer Content”.

3.2 As between you and us, you keep all rights in your Inputs, and you own your Outputs. We assign to you any right we may have in Outputs.

3.3 You give us a limited right to host, copy, process, transmit and display Customer Content only as needed to provide, secure and support the Service for you, and as required by law.

3.4 We do not sell Customer Content, and we do not use it, or your clients’ or contacts’ details, for our own marketing. Messages reach your clients and contacts only when you send them through the Service.

3.5 You may keep your data on infrastructure you control. Where the Service offers it, you can connect your own databases and systems so that data is read from them when needed rather than kept by us, and we make reasonable efforts to support this. How much of your data we hold depends on how you set up the Service. Where you keep it with us, we protect it as described in section 6.

4.1 Outputs are produced automatically. They may be incomplete, out of date, misleading or wrong, and they are not legal, financial, tax, investment or other professional advice.

4.2 You are responsible for evaluating an Output before you rely on it, in particular before any decision with legal, financial or personal consequences, and you remain responsible for the decisions you make and the actions you take with the Service and its Outputs.

4.3 If you share Outputs with others, or let others act on them, you will tell them that Outputs are generated automatically and should not be relied on without independently checking them.

5.1 You are responsible for your Users, for the roles and access you give them, and for everything done under your account. You must keep login credentials secure, use the security features that fit your risk, and tell us promptly at legal@engine117.com if you become aware of unauthorised access or an attack on your account.

5.2 You must use the Service lawfully. You must not use it, or allow it to be used, to break the law or infringe anyone’s rights; to harass, deceive or harm people; to send spam or marketing that breaks the law; to store or spread malware; or to process personal data without a lawful basis.

5.3 You must not reverse engineer, copy or decompile the Service; use it to build a competing product or service; attack, probe or overload it; get around its security or usage limits; or resell it or provide it to third parties without our written agreement.

5.4 You must not use the Service, or give access to it, in breach of export control or sanctions laws, including for any person, entity or country those laws restrict.

6.1 We maintain technical and organisational measures that meet recognised industry practice, add further reasonable safeguards where we can, and keep them under review. They are described in the Data Processing Addendum.

6.2 No system can be made perfectly secure. We are not responsible for losses that result from causes outside our reasonable control, including the acts or omissions of you or your Users, compromised or shared credentials, your configuration choices, and systems run by third parties that you connect to the Service.

7.1 “Confidential Information” is information that one party shares with the other that is marked as confidential or that a reasonable person would understand to be confidential, including Customer Content and the non-public parts of the Service.

7.2 The receiving party uses the other’s Confidential Information only to perform the Terms, shares it only with its staff, contractors and advisers who need it and are bound by confidentiality, and protects it with at least reasonable care.

7.3 This does not apply to information that is or becomes public through no fault of the receiving party, that it already had or receives lawfully from someone else without a duty of confidence, or that it develops independently.

7.4 If the law compels a party to disclose the other’s Confidential Information, it will, where the law allows, tell the other party first and cooperate with any effort to limit the disclosure.

8.1 We do not disclose Customer Content to third parties, government bodies included, unless we are legally required to do so.

8.2 When we receive a request for Customer Content, we check that it is valid and legally binding, we disclose only what is strictly required, and, unless the law prohibits it, we tell you first so that you can object. We challenge requests that are overbroad or unlawful where we reasonably can.

8.3 Our ability to refuse is limited by the laws that apply to us and to your business, and we comply with them. Keeping data on infrastructure you control, as described in section 3.5, limits what a request to us can reach.

9.1 Fees are paid in advance for each billing period, monthly or annually, at the prices shown when you subscribe, unless we agree otherwise in writing. Usage-based charges, such as AI usage beyond what your plan includes, are billed as described in your plan.

9.2 Subscriptions renew automatically at the end of each period until cancelled. Fees already paid are not refundable, in whole or in part, except where the law requires a refund, where we end the Terms for convenience under section 10.3, or where we remove a material feature under section 2.3.

9.3 Fees are exclusive of value added tax and other taxes, which you pay where they apply. If the law requires you to withhold tax from a payment, you increase the payment so that we receive the full amount we would have received without the withholding.

9.4 Price changes take effect at your next billing period that begins at least 30 days after we give you notice of them.

9.5 If fees are not paid when due, we may suspend the Service after giving you notice, and end the Terms if they remain unpaid.

10.1 The Terms start when you accept them and continue until ended under this section.

10.2 You may cancel at any time. Cancellation takes effect at the end of the period you have paid for, and you keep access until then.

10.3 We may end the Terms for convenience with at least 60 days’ notice, in which case we refund the unused part of any fees you have paid in advance.

10.4 Either party may end the Terms if the other materially breaches them and does not put the breach right within 30 days of notice. We may end the Terms with immediate effect where the law prohibits us from continuing to provide the Service to you.

10.5 We may suspend all or part of your access if: (a) your use poses a security or operational risk to the Service, to other customers or to third parties; (b) you or your Users breach section 5; (c) a law, court order or competent authority requires it; or (d) a provider we rely on suspends a service the Service depends on. We will give notice where it is reasonable and lawful, limit the suspension to what is necessary, and restore access as soon as reasonably possible once the cause is resolved. We are not liable for the consequences of a suspension made in line with this section.

10.6 When the Terms end, we keep your data for 30 days so that you can export it, and on request we will help you to do so. This does not apply where a law or a binding order prohibits it, or where the Terms ended because of serious unlawful activity and giving access would cause harm. After the 30 days we delete your data; copies in backups are removed in the normal backup cycle.

10.7 Sections that by their nature should continue, including sections 3, 7, 8, 9, 11, 12, 13, 14, 16 and 17, continue after the Terms end.

11.1 We may ask whether we can name you as a customer, show your logo, or quote one of your people about their experience of Engine117. We do so only with your prior written consent, in words you have approved, and you can withdraw that consent at any time.

12.1 We will defend you against any third-party claim that your use of the Service, in line with the Terms, infringes that third party’s intellectual property rights, and pay the damages and costs finally awarded against you or agreed by us in settlement. This does not cover claims arising from your Inputs or data; from changes made to the Service or to Outputs by anyone other than us; from combining the Service with products or services we did not provide; from Outputs generated by third-party AI models; or from use you knew or should have known infringed someone’s rights.

12.2 You will defend us against any third-party claim that arises from your Inputs or data, from your or your Users’ breach of section 5, or from your breach of the law, and pay the damages and costs finally awarded against us or agreed by you in settlement.

12.3 The party seeking protection must notify the other promptly, give it control of the defence and settlement, and cooperate reasonably. A settlement that requires the protected party to admit fault or take on obligations needs its consent, which it will not unreasonably withhold. This section is each party’s sole remedy for the third-party claims it covers.

13.1 Each party confirms that it has the authority to enter into the Terms. You confirm that you have the rights, consents and legal bases needed to put your Inputs into the Service and to have them processed.

13.2 Apart from what the Terms expressly say, and to the maximum extent the law allows, the Service and Outputs are provided “as is” and “as available”, without any other warranty, including any warranty of merchantability, fitness for a particular purpose or non-infringement, or that the Service or Outputs will be accurate, complete, error-free or uninterrupted.

13.3 We work to keep the Service available, but we do not promise a particular level of availability unless we agree one with you in writing.

14.1 Nothing in the Terms limits liability that cannot be limited under the applicable law, including liability for intentional breach or gross negligence.

14.2 Subject to section 14.1, neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data, even if it was foreseeable or the party was told it might happen.

14.3 Subject to section 14.1, each party’s total liability arising out of or in connection with the Terms is limited to the fees you paid us for the Service in the three months before the event that gave rise to the claim. This limit does not apply to your obligation to pay fees, or to your obligations under section 12.2.

14.4 These limits apply whatever the legal basis of the claim, and both parties agree that they are an essential part of the bargain between them.

15.1 We may update the Terms. Changes take effect 30 days after we give notice of them by email or in the Service, except changes required by law, which may take effect sooner. Changes do not apply to disputes that arose before they took effect.

15.2 If you do not accept a change, you may cancel before it takes effect. If you continue to use the Service after that date, the updated Terms apply. Any other change to the Terms must be agreed in writing by both parties.

16.1 Before starting proceedings, a party will send the other a written notice of the dispute, and both will try in good faith to resolve it within 45 days. Either party may still seek urgent interim relief from a court.

16.2 The Terms are governed by the laws of the Republic of Estonia. Disputes that are not resolved informally are decided by Harju County Court in Tallinn, unless mandatory law requires otherwise.

17.1 Notices are given in writing, and email is enough. Notices to us go to legal@engine117.com, and notices to you go to the email address of your workspace owner. You agree to receive communications about the Service electronically.

17.2 Neither party may transfer the Terms without the other’s consent, except that we may transfer them to an affiliate or to a successor of our business, and we will tell you if we do.

17.3 Neither party is responsible for delay or failure caused by events beyond its reasonable control.

17.4 If any part of the Terms is found invalid, the rest remains in force, and the parties will replace the invalid part with a valid one that comes as close as possible to its intent. A failure to enforce a right is not a waiver of it.

17.5 The Terms are the whole agreement between the parties about the Service and replace any earlier agreement on the same subject. Headings are for convenience only, and words such as “including” are not limiting. The Terms are written in English, and the English text prevails over any translation.