Version 1.0 · Effective 18 September 2026
These Terms of Service constitute a standard contract (“Agreement”) between you (“you” or “Customer”) and IT-Dev sp. z o.o., ul. gen. Władysława Sikorskiego 26, 53-659 Wrocław, Poland, KRS 0000252663, NIP 8971713178, operating under the Engagy360 brand (“Engagy”), from whom you are procuring Offerings (as defined below), and govern your use of the purchased Offerings.
This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements related to the same. By accepting these terms, you represent and warrant that you have the authority to enter into this Agreement and agree to be bound by its terms. This Agreement applies to all Orders made under it.
Affiliate – any legal entity that controls, is controlled by, or is under common control with a party.
Anti-Corruption Laws – all laws against fraud, bribery, corruption, inaccurate books and records, inadequate internal controls, money-laundering, and illegal software, including the U.S. Foreign Corrupt Practices Act.
Control – ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.
Confidential Information – defined in the “Confidentiality” section.
Customer – the entity identified in the Order as the entity licensed to use the Offering. Where the Offering is acquired through a Reseller, Customer is the end customer identified in the Reseller’s order, and not the Reseller.
Customer Data – all data, including but not limited to all text, software, sound, image or video files that are provided to Engagy or its Affiliates by, or on behalf of, Customer and its Affiliates through use of the Offering. Customer Data does not include Support Data.
Data Protection Law – any law applicable to Engagy or Customer, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.
DPA – the Engagy360 Data Processing Agreement, available at https://engagy360.com/dpa, which forms part of this Agreement and governs the processing of Personal Data by Engagy on Customer’s behalf.
Documentation – all user manuals, guidance, training material, and other written or electronic materials Engagy makes available for the Offering, or that are the result from use of it,.
End User – any person allowed by Customer to use an Offering or access Customer Data.
Feedback – suggestions, comments, input, know-how, in any form, that one party (typically Customer’s End Users) provides to the other in relation to recipient’s Confidential Information, products, or services. Feedback does not include sales forecasts, future release schedules, marketing plans, financial results, and high-level plans (e.g., feature lists) for future products. To the extent any Feedback contains Customer Data, Support Data or Personal Data, that material remains subject to the confidentiality provisions of this Agreement and to the DPA, and the licence granted for Feedback applies only to the ideas, suggestions and know-how contained in the Feedback.
Insolvent – admitting in writing its inability to pay debts as they become due; making a general assignment for the benefit of creditors; suffering or permitting the appointment of a trustee or receiver for all or any part of its assets (unless such appointment is vacated or dismissed within 60 days); filing (or having filed against it) any petition under any law relating to insolvency (unless such petition and all related proceedings are dismissed within 60 days); being adjudicated bankrupt or insolvent; being wound up or liquidated; or ceasing to carry on business.
Offering – all services, solutions, platforms, websites (including hosting) and products identified in an Order and that Engagy makes available under or in relation to this Agreement, including the software, equipment, technology, and services necessary for Engagy to provide the foregoing. Offering availability may vary by region.
Order – an ordering document used to transact the Offering, placed by Customer directly with Engagy or through a Reseller.
Personal Data – any information relating to an identified or identifiable natural person.
Representatives – a party’s employees, Affiliates, contractors, advisors and consultants.
Reseller – A third party authorized by Engagy to market, sell, or distribute access to the Offering. If the Customer acquires the Offering through a Reseller, payment and certain commercial terms may be managed directly with the Reseller, but the Customer remains subject to the terms of this Agreement.
Standard Contractual Clauses – the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the GDPR.
Subcontractor – any third party that either:
Subscription Term – The period during which the Customer is authorized to access and use the Offering, as specified in the applicable Order. The Subscription Term may be renewed in accordance with the terms of this Agreement.
Support Data – any data, including text, audio, video, image files, or software, provided to Engagy by or on behalf of the Customer, or obtained by Engagy from an Offering with the Customer’s authorization, in connection with technical support services for the Offering covered by this Agreement.
Use – to copy, download, install, run, access, display, use or otherwise interact with.
Offerings are licensed, not sold. Upon acceptance of an Order and subject to Customer’s compliance with this Agreement, Engagy grants the Customer a limited, nonexclusive, nontransferable license to use the ordered Offerings for the Customer’s internal business purposes. Transfer of the license is permitted only as expressly allowed by this Agreement or applicable law.
Offerings may include or be distributed with components governed by open-source software licenses. Use of such components may be subject to separate terms and conditions. The Customer agrees that any applicable open-source licenses are incorporated into this Agreement by reference and will govern the use of those components.
All licenses are subscription licenses. They remain in effect for the Subscription Term specified in the Order, including any renewals, and end when the Subscription Term ends. Deliverables of implementation and other professional services, such as Tailor-Made packages, template-based portals and design work, are governed by the applicable Order; unless the Order expressly provides otherwise, they do not include any right to use the Offering after the Subscription Term ends.
The Customer is responsible for managing End User access to and use of the Offerings, and remains liable for any use of the Offerings that violates this Agreement.
The Customer may order Offerings for use by its Affiliates. In such cases, the licenses granted under this Agreement will extend to those Affiliates; however, only the Customer may enforce this Agreement against Engagy. The Customer remains fully responsible for fulfilling all obligations under this Agreement, including ensuring that its Affiliates comply with this Agreement and any applicable Orders.
Engagy reserves all rights not expressly granted under this Agreement. The Offerings are protected by copyright, intellectual property laws, and international treaties. No rights shall arise by waiver or estoppel. The right to access or use the Offerings on a device does not grant the Customer any license to implement Engagy’s patents or other intellectual property in that device or in any other software or hardware.
Except as expressly permitted in this Agreement, Documentation or an Order, Customer must not (and is not licensed to):
The Customer may, but is not obligated to, provide feedback, suggestions, ideas, or other information related to the Offerings (“Feedback”). All Feedback is provided voluntarily and without obligation. Customer grants Engagy a perpetual, worldwide, royalty-free, irrevocable, transferable, and sublicensable license to use, modify, distribute, commercialize, and otherwise exploit the Feedback in any manner and for any purpose, including incorporating it into products and services, without any attribution, compensation, or restriction. Customer retains all other rights in the Feedback not expressly granted under this Agreement. This license applies only to Customer’s owned or controlled non-patent intellectual property rights in the Feedback and does not extend to any enabling technologies necessary to implement products or services that merely incorporate, but are not expressly part of, the Feedback.
To the extent Engagy processes Personal Data on behalf of Customer, that processing is governed by the DPA, which forms part of this Agreement. In matters of personal data protection, the DPA prevails over the rest of this Agreement unless an Order expressly provides otherwise. The DPA sets out the subject matter, duration, nature and purpose of the processing, the types of Personal Data and categories of data subjects, the parties’ roles, the use of subprocessors, international transfers, assistance with data subject requests, notification of personal data breaches, audits, and the return or deletion of Personal Data.
Customer is responsible for having a valid legal basis under Data Protection Law for the Personal Data it provides or makes available through the Offering, and for providing data subjects with any information required by Data Protection Law. Where Customer is itself a processor, Engagy acts as a subprocessor and Customer warrants that it has obtained the controller’s authorisations required under the DPA.
Each of Engagy and Customer represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement, and to grant the rights set forth herein.
Engagy warrants that:
As the Customer’s sole and exclusive remedy, and Engagy’s entire liability, for any material breach of the warranties in this Agreement:
Customer must notify Engagy in writing of the material deficiency within thirty (30) days of discovery. Failure to do so within this period will void any warranty remedies. This Section sets forth the sole and exclusive remedies for breach of warranty.
Except as expressly set forth in this agreement, the offering, including the service, the software, the documentation, and any professional services, are provided “as is” and “as available.” to the maximum extent permitted by applicable law, Engagy disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, as well as any warranties arising from usage of trade, course of dealing, or course of performance.
Engagy does not warrant that the offering will be uninterrupted, error-free, or secure, or that all defects will be corrected. however, Engagy will provide remedies for material non-conformities as expressly set forth in section 4.3.
Engagy is not responsible for any delays, delivery failures, data loss, performance issues, or other damages resulting from limitations, delays, or other problems inherent in the use of the internet, microsoft/office 365, sharepoint, customer’s network or infrastructure, or any other electronic communications systems outside of Engagy’s control. nothing in this section limits Engagy’s obligations under the dpa, including its responsibility for its subprocessors.
The limited warranties and remedies set forth in section 4.2 and 4.3 are customer’s sole and exclusive warranties and remedies with respect to the offering and any professional services provided under this agreement.
To the maximum extent permitted by applicable law, each party’s total aggregate liability to the other arising out of or related to this Agreement will be limited to direct damages and will not exceed the total amount paid by Customer for the Offering during the twelve (12) months immediately preceding the first event giving rise to such liability.
In no event will either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business, or use, even if advised of the possibility of such damages and regardless of the theory of liability (including contract, tort, or otherwise).
These limitations apply notwithstanding any failure of essential purpose of any limited remedy.
Engagy provides the availability, performance and support commitments set out in the Engagy360 Service Level Agreement (“SLA”), published at https://engagy360.com/sla. The SLA applies to subscriptions to the Offering and is incorporated into this Agreement by reference. Engagy may amend the SLA in accordance with the procedure set out in it.
The parties agree to handle all confidential information exchanged under this Agreement in accordance with a separate non-disclosure agreement (“NDA”), if one exists between them. If no such NDA is in effect, the confidentiality provisions below shall apply.
“Confidential Information” means any non-public information disclosed by either party that is marked as confidential or that a reasonable person would consider confidential under the circumstances. This includes, without limitation, Customer Data, Support Data, the terms of this Agreement, and Customer’s authentication credentials. Confidential Information does not include information that:
Each party agrees to protect the other party’s Confidential Information using reasonable care and to use such information solely for the purposes of their business relationship. Confidential Information may only be disclosed to the receiving party’s employees, contractors, or agents (“Representatives”) on need-to-know basis, and only if they are subject to confidentiality obligations no less restrictive than those set forth in this Agreement. The receiving party is responsible for any misuse of Confidential Information by its Representatives and must promptly notify the disclosing party upon discovering any unauthorized use or disclosure.
Confidentiality obligations remain in effect:
A party may disclose the other’s Confidential Information as required by law or a valid court order, provided that, where legally permitted, it gives prior notice to the other party so that it may seek a protective order or other appropriate remedy.
By subscribing to the Offering and providing valid payment details, the Customer agrees to the fees, charges, and billing terms set forth in this Agreement and the applicable Order. Unless otherwise stated, all fees are non-cancellable and non-refundable, except as required by law or as expressly provided in this Agreement. Free trials or introductory offers are limited to new Customers unless otherwise specified.
Customer authorizes Engagy or its designated payment processor to automatically charge fees using the selected payment method at the start of the Subscription Term and any subsequent renewal terms. Subscription fees are billed either annually or monthly, depending on the subscription selected by the Customer.
If the Customer terminates the Agreement for reasons not expressly permitted herein, access to the Offering will continue until the end of the current Subscription Term, and no refund will be issued for any previously paid fees.
Unless otherwise stated in the Order, subscriptions will automatically renew at the end of each Subscription Term. Engagy may charge the applicable subscription fees on or after the renewal date using the payment method on file.
Engagy may adjust the fees for the Offering at its discretion. Any increase takes effect for an existing Customer at the start of its next Subscription Term, and Engagy will notify the Customer at least thirty (30) days before that date. A Customer that does not accept the increase may give notice of non-renewal before the renewal date. The Customer is responsible for keeping billing and contact information accurate and up to date. Engagy reserves the right to suspend or terminate access to the Offering in accordance with this Agreement if fees become overdue.
If the Offering is not prepaid via electronic means, Engagy will invoice the Customer as specified in the Order. Unless otherwise agreed, all invoices are due and payable within thirty (30) days of the invoice date. All payments must be made in the currency specified in the Order.
If the Customer’s is more than thirty (30) days overdue (except for amounts under reasonable and good-faith dispute), Engagy reserves the right to suspend access to the Offering with thirty (30) days’ prior written notice until all overdue amounts are paid in full.
All fees are exclusive of any taxes, levies, duties, or similar governmental assessments, including sales, use, VAT, GST, withholding, and other applicable taxes (collectively, “Taxes”). Customer is solely responsible for all Taxes associated with its purchases, excluding taxes on Engagy’s net income.
If Engagy is required to collect and remit Taxes on behalf of the Customer, such Taxes will be itemized and added to the invoice unless the Customer provides a valid tax exemption certificate or equivalent documentation authorized by the relevant taxing authority.
All payments made by the Customer shall be grossed up to ensure that Engagy receives the full amount invoiced, free of any deduction or withholding taxes. If applicable laws require the Customer to withhold taxes on any payment, the Customer agrees to pay such additional amounts as necessary so that the net amount received by Engagy equals the amount originally invoiced. Engagy shall cooperate in providing reasonable documentation (e.g., tax residency certificates) to help reduce or eliminate applicable withholding where possible.
Customers may acquire access to the Offering either directly from Engagy or through authorized Resellers. If the Offering is purchased through a Reseller, payment obligations lie solely with the Reseller, and not with Engagy. Nonetheless, Customers (and their End Users) remain subject to the terms of this Agreement. Regardless of how the Offering is acquired, this Agreement, including the DPA, is concluded directly between Engagy and Customer. A Reseller is not a party to this Agreement, does not act as a processor of Customer’s Personal Data on Engagy’s behalf, and may not agree to changes to this Agreement or to the DPA on Customer’s behalf. Customer must provide Engagy with a data protection contact for notices under the DPA; where the Order is placed through a Reseller, the Reseller will provide that contact.
Customer agrees to defend and indemnify Engagy and its affiliates against any third-party claims, damages, or legal expenses arising from:
Engagy will notify Customer promptly of any such claim and allow Customer to control the defense and settlement (unless it would result in an unreasonable outcome for Engagy). Engagy will reasonably assist in the defense if needed.
Engagy will defend and indemnify Customer against third-party claims alleging that the Offering, when used as permitted under this Agreement, infringes intellectual property rights. This obligation does not apply to claims resulting from:
Customer must notify Engagy promptly of any such claim and allow Engagy to control the defense and settlement. Customer will reasonably assist as needed.
Each party may choose its own legal counsel at its own cost. No party may settle a claim without the other party’s written consent if:
If Customer’s actual use of the Offering exceeds the quantity licensed under the applicable Order, Engagy may invoice the difference at its then-current rates.
Upon Customer’s request, Engagy will make available information reasonably necessary to demonstrate compliance with applicable data protection laws, including the GDPR. This may include responses to security questionnaires or Engagy’s self-attestation forms. Customer’s audit rights in relation to Personal Data are set out in the DPA and prevail over this Section.
This Agreement remains in effect for as long as any Order is in force and ends automatically when the last Order expires or is terminated, unless it is terminated earlier as set out below. Each Order specifies its own Subscription Term, which renews as set out in the Recurring Billing and Renewals section. A Customer may prevent a Subscription Term from renewing by giving notice of non-renewal before the renewal date.
Unless otherwise stated in an Order, either party may terminate this Agreement or any individual Order without cause by providing 60 days’ notice.
Licenses will remain in effect until the end of their current Subscription Term, subject to this Agreement. No refunds or credits will be issued for unused portions of a subscription if termination is without cause.
Either party may immediately terminate this Agreement or any Order upon written notice if:
Engagy may suspend access to the Offering (without terminating the Agreement) during any period of material breach. Engagy will provide reasonable notice before doing so, and any suspension will be limited to what is reasonably necessary.
Any terms of this Agreement (including those in an Order) that are intended to continue beyond the termination or expiration of the Agreement — such as confidentiality, indemnity, and other responsibilities — will remain in effect and enforceable.
This Agreement supersedes all prior and contemporaneous communications, whether written or oral, regarding its subject matter. If there is a conflict between parts of this Agreement, the following order of precedence will apply:
The body of this Agreement takes precedence over any conflicting terms in related documents that are part of this Agreement, unless those documents expressly state otherwise. Terms in an amendment take precedence over the amended document and any earlier amendments on the same subject matter.
The parties are acting as independent contractors and not as partners, agents, or joint venturers. Each party may independently develop products or services, provided it does not use the other party’s Confidential Information.
Engagy may update this Agreement by publishing a new version at https://engagy360.com/terms-of-service and notifying Customer at least 30 days before the new version takes effect. For an existing Customer, the new version takes effect at the start of the Customer’s next Subscription Term. A Customer that does not accept the new version may give notice of non-renewal before the renewal date, in which case the version in force continues to apply until its current Subscription Term ends. Changes required by law or by a decision of a public authority may take effect earlier. Any other change to this Agreement for a particular Customer requires a written document signed by both parties. The DPA and the SLA are amended in accordance with the procedures set out in those documents, and fees in accordance with the Changes to Fees section.
Either party may assign this Agreement to an Affiliate, provided written notice is given to the other party. Customer also agrees that Engagy may, without prior notice, assign its rights under this Agreement to receive and enforce payment to an Affiliate or third party, and such assignees may further transfer these rights without additional consent. Engagy may also transfer this Agreement to an entity that takes over the business conducted under the Engagy360 brand, including as a result of a spin-off into a separate company, on the terms and with the notice period set out in the DPA.
In addition, either party may assign this Agreement without consent in connection with a merger, reorganization, acquisition, or the sale of all or substantially all of its assets.
Any other assignment requires prior written approval from the non-assigning party. Assigning this Agreement does not release the assigning party from its obligations. Any assignment made without required approval is void.
If any provision of this Agreement is found to be unenforceable, the remainder will continue in full force and effect.
A party’s failure to enforce any provision of this Agreement does not waive its right to enforce that or any other provision later. Any waiver must be in writing and signed by the waiving party.
This Agreement does not grant any rights to third parties, except where explicitly stated.
All notices must be in writing and are deemed delivered on the date received at the designated address, or the date shown on a delivery confirmation (e.g., return receipt, email timestamp, courier, or fax confirmation).
Notices to Engagy must be sent to the address specified in the Order. Notices to Customer will be sent to the contact identified in their account. Engagy may also deliver notices and other communications to Customer electronically, including via email.
This Agreement is governed by the laws of the Republic of Poland, without regard to conflict-of-law principles. This applies regardless of where the Offering is acquired or used. Any dispute arising out of or in connection with this Agreement, including the DPA, that the parties cannot resolve amicably will be submitted to the Polish common court having jurisdiction over Engagy’s registered seat.
Engagy will comply with all applicable laws and regulations in connection with its provision of the Offerings. This includes obtaining and maintaining any required approvals, licenses, filings, or registrations. Engagy will also adhere to laws relating to export controls, anti-corruption, anti-money laundering, and similar matters. Likewise, Customer must comply with all laws applicable to its use of the Offerings.
Each party acknowledges that it is entering into this Agreement based solely on the terms contained herein and not in reliance on any prior statements or representations not expressly included or incorporated. This Agreement is written in English only; any translations are for reference purposes only and have no legal effect.
If a court determines that any term of this Agreement is unenforceable, that term will be modified to the extent necessary to make it enforceable, and the rest of the Agreement will remain fully enforceable to reflect the parties’ original intent.
Interpretation rules:
Neither party will be held liable for any failure or delay in performance due to circumstances beyond its reasonable control. Such circumstances may include natural disasters (e.g., earthquakes, fires, floods), acts of God, government actions, embargoes, riots, sabotage, third-party cyberattacks (e.g., hacking), labor disputes, wars, or acts of terrorism. This Section does not relieve Engagy of its obligations under the DPA, including its obligations to secure Personal Data and to notify Customer of personal data breaches, including those caused by cyberattacks.
