Terms & Conditions

1Definitions

In these Terms and Conditions, the following expressions have the following meanings:

"Ednatronics", "we", "us", "our"

Ednatronics Sdn. Bhd. (Company No. 202001004495 (1360815-T)), a company incorporated in Malaysia, and its permitted successors and assigns.

"Residion", "Platform", "Services"

The Residion sovereign enterprise AI platform, including the on-premise Server (data plane), the Client App, the DMZ conversational Agent, the optional cloud Console, the Documentation, and any updates, packs, connectors, or related services we make available to you.

"Appliance"

The on-premise deployment of Residion that runs inside your own network or infrastructure, including where operated fully air-gapped.

"Customer", "you", "your"

The organisation entering into an Order for, or accessing or using, Residion, and every person who accesses or uses Residion under that organisation's account.

"Authorised User"

An employee, contractor, or agent of the Customer whom the Customer permits to access and use Residion under the Customer's account and credentials.

"Order"

An order form, statement of work, subscription, pilot agreement, or other written arrangement under which we agree to provide Residion to the Customer.

"Documentation"

The technical and user documentation for Residion that we make available, including at docs.residion.io.

"Customer Data"

All content, documents, files, queries, prompts, embeddings, inference inputs and outputs, records, and other data that the Customer or its Authorised Users upload to, generate within, or process using the Appliance.

"Metadata"

Fleet and management information, such as deployment health, versioning, licensing, and operational counters, that contains no Customer Data and is bound to a closed metadata schema.

"Cloud Console"

The optional, metadata-only cloud control plane component of Residion used for fleet management. Residion operates fully without it.

"Sovereignty Boundary"

The architectural boundary by which only Metadata may cross from the Appliance to the Cloud Console, and across which Customer Data does not pass.

"Intellectual Property"

All inventions, works, software, source code, models, designs, symbols, names, and images for which intellectual property rights are recognised, including (without limitation) patents, designs, trademarks, copyright, trade names, trade dress, trade secrets, and service marks, whether or not registered or registrable, and the right to apply for registration and protection of any of the foregoing.

"Terms and Conditions"

These terms and conditions, including the Data Protection and Privacy provisions in Section 21, and any modifications, amendments, or additions from time to time.

2About Residion

Residion is a sovereign, on-premise enterprise AI platform designed for regulated organisations. It provides a company-aware assistant, grounded document question-and-answer, structured-data question-and-answer, and approval-gated automation, running inside the Customer's own network on the Customer's own infrastructure. Residion is designed to run on CPU servers and does not require a GPU.

Residion is provided as a product provisioned per account. There is no public self-service signup. Access is arranged through an Order, and may take the form of a pilot or evaluation engagement (see Section 9). These Terms and Conditions apply to all access to and use of Residion and prevail over any conflicting document, except an Order signed by both parties that expressly amends them.

3Eligibility & provisioning

1. Residion is offered to organisations (not consumers) for business use. The individual accepting these Terms and Conditions must be at least 18 years of age and authorised to bind the Customer.
2. Provisioning is at our discretion and subject to an Order. We may decline to provision, or may suspend or terminate provisioning, where required by law, sanctions, export controls, or our internal risk and compliance assessment.
3. The Customer must provide complete and accurate registration and deployment information and keep it current. If information provided is untrue, inaccurate, outdated, or incomplete, we may suspend or terminate the Customer's access.

4Accounts, access & security

1. Access to Residion is gained through credentials issued to or configured by the Customer, including through the Customer's own identity provider. The Customer is responsible for configuring role-based access control and for the acts and omissions of its Authorised Users.
2. The Customer must keep all credentials, keys, and certificates confidential and secure, and must notify us promptly of any suspected or actual unauthorised access or security incident affecting Residion.
3. The Customer accepts responsibility for all activity that occurs under its account and credentials. We will use reasonable endeavours to protect the components we operate, but, to the extent permitted by law, we are not liable for loss arising from unauthorised access obtained through the Customer's credentials, environment, or personnel.

5Customer data & data sovereignty

Data sovereignty is a core design principle of Residion. The following provisions describe how Customer Data is handled.

1. Customer Data stays with the Customer. The Appliance runs inside the Customer's own environment. Customer Data, including documents, queries, embeddings, and inference, is processed within that environment and is not designed to leave it in the ordinary course of operation.
2. The Sovereignty Boundary. Where the optional Cloud Console is used, only Metadata bound to a closed schema may cross from the Appliance to the Cloud Console. The Cloud Console holds no Customer Data. Residion can be operated fully air-gapped, in which case no data is transmitted to any external system.
3. Ownership. As between the parties, the Customer owns all right, title, and interest in Customer Data. We claim no ownership of Customer Data.
4. Our access. We do not require access to Customer Data to provide Residion. Where the Customer requests support, diagnostics, or professional services that involve Customer Data or the Customer's environment, such access will occur only with the Customer's authorisation and under the Customer's control.
5. Customer responsibility for content. The Customer is responsible for the Customer Data it processes with Residion, for having the rights and lawful basis to process it, and for its own retention, backup, and disposal of Customer Data within its environment.

6Acceptable use

The Customer must not, and must ensure its Authorised Users do not:

1. use Residion in breach of any applicable law, regulation, sanctions regime, or third-party right;
2. copy, modify, reverse-engineer, decompile, or attempt to derive the source code of any part of Residion, except to the extent this restriction is prohibited by applicable law or expressly permitted by the licence of an open-source component;
3. resell, sublicense, rent, or provide Residion to any third party as a service, except as expressly permitted by an Order;
4. circumvent, disable, or interfere with the Sovereignty Boundary, security controls, audit logging, licensing, or access controls of Residion;
5. use Residion to develop a competing product or to benchmark it for public disclosure without our prior written consent; or
6. introduce malicious code into, or use Residion to gain unauthorised access to, any system or data.

7Customer responsibilities

1. The Customer is responsible for providing and maintaining the infrastructure, network, operating environment, and personnel required to run the Appliance in accordance with the Documentation and the Hardware Reference Specification.
2. The Customer is responsible for its own regulatory and compliance obligations. Residion provides governance features, such as role-based access control, PII redaction, audit logging, grounding enforcement, and validation-ready control mappings, as tools to support the Customer's compliance programme; it does not by itself make the Customer compliant with any law or standard.
3. The Customer is responsible for reviewing outputs generated by Residion before relying on them. AI systems can produce inaccurate or incomplete results, and outputs should be verified where accuracy matters.
4. The Customer is responsible for applying updates and security patches we make available, and for the security and backup of its own environment.

8Fees & payment

1. Fees for Residion are as set out in the applicable Order. Unless the Order states otherwise, fees are exclusive of taxes, duties, and levies, which the Customer is responsible for paying.
2. Invoices are payable within the period stated in the Order. We may suspend provisioning of components we operate, or withhold updates, where undisputed fees remain overdue after reasonable notice.
3. We may change our fees and payment methods for future Orders. Changes do not affect the fees agreed in a current Order for its stated term.

9Pilots & evaluation

1. Where Residion is provided for a pilot, trial, or evaluation, it is provided for the limited purpose, period, and scope stated in the Order, and priced and supported accordingly.
2. Pilot and evaluation deployments may use pre-release functionality and are provided on an "as is" basis. They are not represented as production deployments, and any service levels, throughput figures, or certifications are only those expressly stated in writing in the Order.
3. Either party may end a pilot or evaluation on written notice as provided in the Order. On expiry or termination, the Customer must cease use and, at our request, remove the pilot deployment, subject to the Customer's retention of its own Customer Data within its environment.

10Intellectual property

1. All right, title, and interest in the Intellectual Property in Residion, the Documentation, and all related materials remain with us and our licensors at all times. Nothing in these Terms and Conditions transfers ownership of that Intellectual Property to the Customer.
2. Subject to these Terms and Conditions and payment of applicable fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable licence to install and use Residion for its internal business purposes for the term of the applicable Order.
3. The "Residion" and "Ednatronics" names, logos, and marks may not be used without our prior written permission. No right or licence to use our marks is granted except as expressly stated.
4. The Customer retains all rights in Customer Data and in the Customer's own trademarks and materials. To the extent the Customer provides feedback about Residion, the Customer grants us a perpetual, royalty-free licence to use that feedback to improve our products.

11Third-party & open-source components

Residion is assembled in part from third-party and open-source components, provided under their own licences (including permissive licences such as MIT and Apache 2.0). Those components remain subject to their respective licences, which prevail over these Terms and Conditions in respect of those components. We select components with provenance and supply-chain review in mind, but we do not own, and do not warrant, third-party components beyond what their licences provide.

12Warranties & disclaimers

1. We warrant that we have the right to provide Residion to the Customer and that we will provide any services with reasonable care and skill.
2. We are committed to honest representation. Except as expressly stated in an Order signed by both parties, we do not claim specific throughput or performance figures, do not claim certifications (we provide control mappings and validation-ready evidence, not certificates), and do not represent that any deployment is a production reference.

13Limitation of liability

1. Subject to any rights the Customer has under applicable law that cannot be excluded or limited, our total aggregate liability arising out of or in connection with these Terms and Conditions, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Customer to us for Residion under the applicable Order in the twelve (12) months preceding the event giving rise to the liability.
2. To the fullest extent permitted by law, we, our parent, subsidiaries, affiliates, and their respective officers, directors, employees, agents, and contractors shall not be liable for any indirect, incidental, special, consequential, or punitive loss or damage, or for any loss of profits, revenue, goodwill, data, or business, however arising.
3. Nothing in these Terms and Conditions limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, or for fraud.

14Indemnity

The Customer shall indemnify and hold us harmless against all claims, damages, losses, and expenses arising out of the Customer's breach of these Terms and Conditions, the Customer's misuse of Residion, the Customer Data, or the acts or omissions of the Customer's Authorised Users, except to the extent caused by our own breach or negligence.

15Confidentiality

Each party may receive information of the other that is marked or ought reasonably to be understood as confidential, including the terms of an Order, Documentation, and non-public technical and commercial information. Each party shall protect the other's confidential information with the same care it applies to its own (and at least reasonable care), use it only to perform under these Terms and Conditions, and not disclose it except to personnel and advisers who need to know and are bound by equivalent obligations, or as required by law. Customer Data is the Customer's confidential information.

16Force majeure

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control, including epidemic or pandemic, fire, flood, earthquake, or other natural disaster, act of God, war, terrorism, riot or civil commotion, strike or labour dispute, act or requirement of government, failure of public or private telecommunications or utility networks, or Internet failure. The affected party shall be excused from performance for the duration of the event.

17Term & termination

1. These Terms and Conditions apply for as long as the Customer accesses or uses Residion, and together with each Order for the term stated in that Order.
2. Either party may terminate for material breach that remains uncured 30 days after written notice, or immediately where required by law, sanctions, or an insolvency event affecting the other party.
3. On termination, the Customer's licence to use Residion ends and the Customer must cease use of the components we license and, at our request, remove them. The Customer retains its own Customer Data within its own environment. Provisions that by their nature should survive, including Sections 5, 10, 12, 13, 14, 15, 20, and 21, survive termination.

18Variation of these terms

We may amend these Terms and Conditions from time to time. Where an amendment materially affects the Customer's rights, we will use reasonable efforts to notify the Customer. The Customer's continued access to or use of Residion after an amendment takes effect constitutes acceptance of the amended Terms and Conditions. The terms of a signed Order prevail over these Terms and Conditions to the extent of any conflict.

19Links & third-party sites

Our websites and Documentation may contain links to sites and resources operated by third parties, which we do not control and for which we are not responsible. Accessing those sites is at the Customer's own risk, and we disclaim all liability arising from them.

20Governing law & jurisdiction

These Terms and Conditions are governed by and construed in accordance with the laws of Malaysia. The Customer and Ednatronics submit to the exclusive jurisdiction of the courts of Malaysia, without prejudice to our right to seek injunctive relief in any competent jurisdiction to protect our Intellectual Property or confidential information.

21Data protection & privacy

This Data Protection and Privacy provision forms part of these Terms and Conditions and is made in accordance with the Personal Data Protection Act 2010 of Malaysia (the "PDPA"). "Personal Data" has the meaning given in the PDPA.

Roles

Because Residion runs inside the Customer's own environment, the Customer determines the purposes and means of processing Personal Data contained in Customer Data, and is the data user in respect of that Personal Data. We do not require access to Customer Data to provide Residion (see Section 5).

Personal Data we collect directly

Separately from Customer Data, we collect limited Personal Data that you provide to us directly, such as the name, business contact details, organisation, and enquiry details submitted through our contact and briefing forms, or exchanged during an Order or support. We collect, retain, and use this Personal Data to:

1. respond to enquiries and provide, provision, and support Residion;
2. administer Orders, licensing, billing, and our relationship with the Customer;
3. send service and, where permitted, relevant product communications; and
4. meet legal, regulatory, accounting, and security obligations, and protect our legitimate interests.

Where sufficient Personal Data is not provided, we may be unable to respond to an enquiry or provide Residion. Our own websites (residion.io and its subdomains) are designed without third-party analytics, advertising trackers, or content delivery networks.

Disclosure

We do not sell Personal Data. We may disclose the Personal Data we hold to our personnel and professional advisers, and to service providers acting on our behalf under a duty of confidentiality, or where required by law or to protect our rights.

Safeguarding

We take reasonable steps to keep the Personal Data we hold accurate and to protect it against loss, misuse, unauthorised or accidental access, disclosure, alteration, or destruction.

Your rights

Under the PDPA, you may request access to, and correction of, the Personal Data we hold about you, and may withdraw consent to our processing of it, by contacting us in writing at the address in Section 23. Withdrawing consent necessary to provide Residion or respond to an enquiry may mean we can no longer do so. We may charge a reasonable prescribed fee for processing a data access request as permitted by the PDPA.

22Miscellaneous

1. Entire agreement. These Terms and Conditions, together with any Order, form the entire agreement between the parties in respect of Residion and supersede prior discussions on that subject.
2. Severability. If any provision is held illegal, void, or unenforceable, it shall be ineffective only to the extent of that illegality, voidness, or unenforceability, without invalidating the remaining provisions.
3. Waiver. No failure or delay by us in exercising any right or remedy operates as a waiver, and no single or partial exercise precludes any further exercise.
4. Assignment. The Customer may not assign or transfer its rights or obligations without our prior written consent. We may assign to an affiliate or in connection with a merger, reorganisation, or sale of assets.
5. Headings. Headings are for convenience only and do not affect interpretation.
6. Notices. Notices to us should be sent to the contact details in Section 23.

23Contact us

Questions about these Terms and Conditions, or data protection requests, may be sent to:

Ednatronics Sdn. Bhd. All rights reserved.