Algemene voorwaarden

1. Who we are

Agnes is a trade name of Kings of Aces, a general partnership (vennootschap onder firma) registered in the Netherlands under Chamber of Commerce (KvK) number 97590517, VAT number NL868124370B01, at Vergert 89, 6662 DX Elst, the Netherlands. You can reach us at [email protected]. In these terms, “we” and “us” mean Kings of Aces, and “Agnes” or “the service” means the analysis service at agnes.dev and its subdomains.

2. These terms and who they are for

These terms apply to every use of Agnes and to every agreement between you and us about it. By creating an account, signing in or buying a plan, you accept them. Your own general terms and conditions do not apply.

Agnes is for businesses only. You may use it only in the course of a trade, business, craft or profession, as a company, an organisation or a self-employed professional. By using it you confirm that you do; if you act for an organisation, you confirm you may bind it to these terms, and “you” then means that organisation. Because you are not a consumer, the consumer protection rules of Dutch and EU law, including the right of withdrawal for distance contracts, do not apply.

These terms are written in English, and the English version is binding. A translation is for convenience only.

3. The service

Agnes analyses the frontend code of repositories you connect and shows a health score with the findings behind it. It reads your code through read-only access you grant on your git provider, copies the branch you choose to our servers, runs open-source analysis tools on it in an isolated container without network access, and deletes the copy when the run ends. What a plan includes is shown on the pricing page.

The results come from automated tools and are offered for information. They can be incomplete or wrong, and a good score is no guarantee that code is free of errors or vulnerabilities. You remain responsible for your code and for decisions you make based on a report.

We work to keep Agnes available and secure, but we do not promise a particular uptime and we may interrupt it for maintenance, updates or security reasons. We may change, add or remove features; if a change materially reduces what a paid plan offers, we will tell you at least 30 days in advance and you may cancel before it applies.

4. Your account

• Give accurate details and keep your sign-in credentials and second factor to yourself. You are responsible for what happens under your account.
• Tell us without delay at [email protected] if you think someone else has access to it.
• You can delete your account at any time in Settings. Deleting it cancels any paid plan immediately (see section 6).

5. Acceptable use

You may not:

• connect a repository you are not entitled to share with us, or that contains material you may not let us process;
• use Agnes to break the law or anyone’s rights;
• attempt to escape, probe or disrupt the analysis sandbox or our infrastructure, or submit code designed to do so;
• overload the service, circumvent plan limits or rate limits, or access it by automated means other than the ones we offer;
• resell or provide Agnes to third parties as a service of your own without our written consent.

If you break these rules, or if we must to protect the service, other customers or third parties, we may suspend your access. Where we reasonably can, we warn you first and give you the chance to fix the problem.

6. Plans, payment and cancellation

Plans and prices

The free plan costs nothing. The paid plans (Essentials, Pro, Premium) are monthly subscriptions at the prices on the pricing page, in US dollars and excluding VAT and other indirect taxes, which are added at checkout where they apply. We may change prices for future periods with at least 30 days’ notice; you may cancel before the new price applies.

How payment works

Payments are processed by Stripe through its Link service, which acts as the merchant of record: Link sells the subscription to you on our behalf, collects the payment and any VAT or sales tax, and sends your receipts and invoices. The purchase itself is also subject to the terms Link shows at checkout. The service, these terms and any support for it remain between you and us.

Renewal, changes and cancellation

• A subscription starts when the payment succeeds and renews automatically every month until you cancel it.
• You can change or cancel your plan at any time under Settings → Plan and billing (“Manage billing”). An upgrade or downgrade applies immediately and is prorated over the current period.
• A cancellation takes effect at the end of the paid period; until then you keep the plan. After that your account continues on the free plan, and data beyond the free plan’s limits may be removed.
• If a payment fails and is not resolved, the plan ends and your account returns to the free plan.

Refunds

Fees already paid are not refunded, also not for the unused part of a period, except where the law requires it, where we decide otherwise in a specific case, or where Link refunds a payment under its own policy for transactions it sells. If you believe you were charged in error, contact us at [email protected] or Link support within 60 days of the payment.

7. Your code and your data

Your code stays yours. You give us a non-exclusive licence, for as long as you use Agnes, to copy and analyse the repositories you connect and to store and show the resulting reports, only to provide the service to you. We do not sell your code or data, do not use it to train machine-learning models, and do not show it to anyone outside your account.

When you delete a project or your account, we delete the reports and data that belong to it straight away; copies in our encrypted backups disappear within 30 days. How we handle personal data is described in our privacy policy.

8. Data processing

Repositories can contain personal data, such as names or email addresses in code or comments. For that data you are the controller and we are your processor under Article 28 of the GDPR, and this section is our data processing agreement. We:

• process it only to provide Agnes to you, as these terms describe, unless the law requires otherwise (in which case we tell you first, unless the law forbids that);
• make sure anyone who processes it is bound to confidentiality;
• protect it with appropriate technical and organisational measures, including encryption in transit, encrypted backups, read-only repository access and analysis in an isolated container without network access;
• use only the sub-processors listed in our privacy policy, under contracts with the same data protection obligations, and tell you at least 30 days before we add or replace one, so that you can object or cancel;
• help you, as far as we reasonably can, to answer requests from data subjects and to meet your obligations on security, breach notification and data protection impact assessments;
• tell you without undue delay, and in any case within 48 hours, after we become aware of a personal data breach that affects your data;
• delete the data when you delete it, your project or your account, with backup copies following within 30 days;
• give you the information you need to verify that we meet these obligations, and allow and contribute to an audit by you or an auditor you appoint, at your expense, with reasonable notice and at most once a year unless a breach gives cause.

We process this data in the European Union. Where a sub-processor may access it from outside the European Economic Area, the transfer is covered by an adequacy decision or the European Commission’s standard contractual clauses.

9. Liability

• Our total liability under or in connection with these terms is limited to the fees you paid us for Agnes in the 12 months before the event that caused the damage, and to at most 100 US dollars if you paid nothing in that time.
• We are not liable for indirect or consequential damage, including lost profit, lost revenue, lost savings, loss or corruption of data, business interruption or damage to reputation, nor for damage caused by decisions based on a report.
• These limits do not apply to damage caused by intent or deliberate recklessness of our management, or where the law does not allow them.
• A claim for damages lapses unless you report it to us in writing within 12 months after you became aware, or could reasonably have become aware, of the damage.
• We are not liable for failing to perform because of circumstances beyond our reasonable control, such as outages of hosting, network or payment providers, or of git providers.
• You indemnify us against claims of third parties arising from repositories you connect without being entitled to, or from your breach of section 5.

10. Term and termination

The agreement runs for as long as you have an account. You can end it at any time by deleting your account. We may end it with 30 days’ notice by email, or immediately if you seriously or repeatedly break these terms. If we end it without a breach on your side, we refund the unused part of a paid period.

11. Changes to these terms

We may change these terms. For changes that matter to you, we email you at least 30 days before they take effect; if you do not agree, you may cancel before then. Using Agnes after the change takes effect means you accept it. The date at the top shows the current version.

12. Law and disputes

These terms and every agreement about Agnes are governed by Dutch law; the United Nations Convention on Contracts for the International Sale of Goods does not apply. Disputes go exclusively to the District Court of Gelderland (Rechtbank Gelderland), unless mandatory law says otherwise. If a provision is invalid, the rest remains in force and the invalid provision is replaced by a valid one that comes as close as possible to its purpose.