Terms & Conditions — Engage366

1. Acceptance of Terms & Publisher Identity

These Terms and Conditions (“Terms”) govern the access and use of the Engage366 platform, web application, mobile applications, APIs, and associated artificial intelligence (AI) software-as-a-service (SaaS) solutions (collectively, the “Platform”), provided by SwissHelios S.à.r.l. (“SwissHelios”, “we”, “us”, or “our”), a Swiss company headquartered in Epalinges, Canton of Vaud, Switzerland.

By creating an account, accessing, or using Engage366, you (“Client”, “User”, or “you”) agree to be bound by these Terms. If acting on behalf of a business entity, you warrant that you possess full legal authority to bind that entity.

2. Scope of Services & AI Capabilities

Engage366 is an enterprise CRM, marketing automation, customer engagement, and AI-driven software platform.

SaaS License Grant: SwissHelios grants Client a non-exclusive, non-transferable, worldwide right to access and use Engage366 for business operations.

AI Features & Automation: Engage366 incorporates AI copilots, generative AI tools, and intelligent user interfaces.

AI Output Responsibility: AI-generated outputs (text, recommendations, communications) are provided for operational assistance. Client is solely responsible for reviewing and verifying AI outputs prior to deployment or commercial reliance.

3. Offshore Software Development & Dedicated Resources

Where SwissHelios provides custom software development, AI model integration, or dedicated talent as part of Engage366 services:

Dedicated Resources: Personnel provided by SwissHelios integrate seamlessly into Client workflows while remaining under employment/subcontract with SwissHelios.

Project-Based Solutions: Specific project deliverables and milestones are governed by individual Statements of Work (SOW) executed under these Terms.

4. Accounts, Fees & Payment

Clients are responsible for maintaining accurate billing and admin details.

All subscriptions, platform usage fees, AI token consumption, and third-party communication costs (SMS, WhatsApp, telephony) are payable according to agreed plan terms.

Fees are non-refundable except where required by mandatory Swiss law or explicit contract terms. Overdue payments may lead to temporary service suspension.

5. Client Data, IP & AI Training Safeguards

Client Data Ownership: Client retains exclusive ownership of all proprietary data, contacts, customer records, and media uploaded to or processed through Engage366 (“Client Data”).

Platform Intellectual Property: SwissHelios and its licensors retain full ownership, title, and rights in the Engage366 platform, software code, UI designs, trade secrets, trademarks, and AI framework integrations.

Zero Cross-Tenant Model Training: SwissHelios guarantees that Client Data will never be used to train generalized, public, or third-party AI models.

6. Acceptable Use Policy

Client agrees not to:

1. Use Engage366 to send unauthorized bulk messages (spam) in violation of applicable e-privacy, Swiss, EU (GDPR), or US marketing laws.
2. Attempt to reverse-engineer, decompile, or extract source code or core algorithms from Engage366.
3. Process data that infringes third-party intellectual property or privacy rights.

7. Data Protection & Privacy

Data handling is governed by the Engage366 Privacy Policy (https://engage366.ch/privacy), fully compliant with the Swiss Federal Act on Data Protection (nFADP), the EU General Data Protection Regulation (GDPR), and international transfer standards (Standard Contractual Clauses / Data Privacy Frameworks).

8. Limitation of Liability & Warranties

Service Quality: Engage366 is provided on an "as is" and "as available" basis, supported by commercial best-effort uptime and maintenance standards.

Limitation of Liability: To the maximum extent permitted by Swiss law (Art. 100 & 101 Swiss Code of Obligations), SwissHelios shall not be liable for indirect, consequential, or incidental damages, loss of profits, or data loss. SwissHelios’ aggregate liability for any claims arising out of Engage366 shall not exceed the total fees paid by Client in the 12 months preceding the event giving rise to liability.

9. Term & Termination

These Terms remain active while Client accesses Engage366 or holds an active subscription.

Either party may terminate for material breach uncured within 30 days of written notice.

Upon termination, Client has 30 days to export Client Data before it is securely purged from Engage366 servers.

10. Governing Law & Exclusive Forum

Governing Law: These Terms and all contracts related to Engage366 are governed exclusively by the substantive laws of Switzerland, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

Exclusive Place of Jurisdiction: All disputes arising out of or in connection with Engage366 shall be subject to the exclusive jurisdiction of the competent courts of Lausanne, Canton of Vaud, Switzerland.

11. Contact Details

SwissHelios S.à.r.l.
Attn: Legal & Compliance Department
Route du Village 1a, 1066 Epalinges, Switzerland
Email: juliosalgado@swisshelios.com | Phone: +41 21 652 59 56 / +41 79 791 59 56
Website: https://swisshelios.com | App Domain: https://engage366.ch