Terms of Service

1. Acceptance of Terms

By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our services.

If you are using our services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "your" will refer to that organization.

2. Description of Services

ESMNT (formerly Mags Group) provides:

• Professional Services: Software development, technology consulting, systems integration, and related professional services
• Software Products: Enterprise software applications including Aleph Suite, Arben Analytics, QURO Healthcare, and Bayn AI
• Support Services: Technical support, maintenance, and managed services
• Digital Content: Articles, research, playbooks, and educational materials

Specific terms for professional services engagements will be detailed in a separate Statement of Work (SOW) or Master Services Agreement (MSA), which will take precedence over these Terms in the event of any conflict.

3. User Obligations and Conduct

3.1 Account Responsibilities

If you create an account, you agree to:

• Provide accurate, current, and complete information
• Maintain the security of your account credentials
• Promptly update your information if it changes
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access

3.2 Prohibited Conduct

You agree not to:

• Use our services for any unlawful purpose or in violation of any applicable laws
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt our services or servers
• Transmit viruses, malware, or other harmful code
• Engage in any activity that could harm our reputation or business
• Reverse engineer, decompile, or disassemble any of our software
• Use our services to infringe on intellectual property rights of others
• Resell or redistribute our services without authorization

4. Intellectual Property Rights

4.1 Our Intellectual Property

All content, features, and functionality of our services, including but not limited to text, graphics, logos, icons, images, audio clips, software, and the overall design, are owned by ESMNT (formerly Mags Group) or our licensors and are protected by international copyright, trademark, patent, and other intellectual property laws.

4.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our services for their intended purpose. This license does not include the right to modify, copy, distribute, sell, or lease any part of our services.

4.3 Your Content

You retain ownership of any content you submit to our services. By submitting content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display such content as necessary to provide our services.

5. Confidentiality

Each party agrees to maintain the confidentiality of any confidential information received from the other party and to use such information only for purposes related to the services. This obligation does not apply to information that is publicly available, independently developed, or rightfully received from a third party.

6. Payment Terms

For paid services:

• Fees are as specified in the applicable SOW, order form, or product pricing
• All fees are due within 30 days of invoice unless otherwise specified
• Late payments may incur interest at 1.5% per month
• All fees are exclusive of applicable taxes unless stated otherwise
• We may suspend services for non-payment after reasonable notice

7. Warranties and Disclaimers

7.1 Limited Warranty

We warrant that our professional services will be performed in a professional and workmanlike manner consistent with industry standards. If services do not conform to this warranty, we will re-perform the non-conforming services at no additional cost.

7.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. Limitation of Liability

9. Indemnification

You agree to indemnify, defend, and hold harmless ESMNT (formerly Mags Group) and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to your use of our services, your violation of these Terms, or your violation of any rights of a third party.

10. Term and Termination

These Terms remain in effect until terminated. We may terminate or suspend your access to our services:

• Immediately if you breach any provision of these Terms
• Upon 30 days' written notice for any reason
• Immediately if required by law

Upon termination, your right to access and use our services will cease immediately. Provisions that by their nature should survive termination will survive, including intellectual property rights, disclaimers, indemnification, and limitations of liability.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales. Before initiating any legal proceedings, the parties agree to attempt in good faith to resolve any dispute through negotiation.

12. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and ESMNT (formerly Mags Group) regarding the subject matter hereof.
• Amendment: We reserve the right to modify these Terms at any time. Material changes will be notified via our website or email.
• Severability: If any provision is found unenforceable, the remaining provisions will continue in effect.
• Waiver: Our failure to enforce any right or provision shall not constitute a waiver.
• Assignment: You may not assign these Terms without our prior written consent.
• Force Majeure: Neither party shall be liable for delays caused by circumstances beyond reasonable control.

13. Contact Information