SaaS Terms
AuditnQ Software-as-a-Service Terms.
Last updated: 2026-09-01
Version: 2026-09-01.3
These AuditnQ Software-as-a-Service Terms (the “Terms”), together with any Order Form, online plan selection, or checkout flow that references these Terms (each, an “Order”), form a binding agreement (the “Agreement”) between:
- Rendering Consulting Inc., with registered office at Cross-C ShibuyaShinsen Bld.5-6, 20-21, Shinsencho, Shibuya, Tokyo, Japan (“Provider,” “we,” “us,” or “our”); and
- the individual or entity accepting these Terms (“Customer,” “you,” or “your”).
Provider and Customer may each be referred to as a “Party” and together as the “Parties.”
1. Acceptance; Authority; Business use; Availability
You accept this Agreement by (a) clicking to accept, (b) completing checkout or registration that references these Terms, (c) executing an Order that references these Terms, or (d) accessing or using the Services. If you accept on behalf of an entity, you represent you have authority to bind it.
The Services are offered only for business and professional use. Customer represents that it is acquiring the Services as a business (not as a consumer) and will use them only for business purposes.
Availability; eligibility. We offer self-serve checkout and subscriptions under these Terms only in jurisdictions we designate from time to time. We may refuse, suspend, or restrict registration, checkout, or access based on Customer’s location, billing address, tax status, or other eligibility criteria, including where we cannot reasonably comply with tax, sanctions, or other legal requirements. Without limiting the foregoing, these Terms and self-serve subscriptions under them are not available to Customers located in Japan; Japanese domestic arrangements are handled separately (see also Section 7).
2. Key definitions
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity, but only for so long as such control exists.
“Answer Data” means responses to a Questionnaire and related materials submitted in a Project (including by Vendor Invitees).
“Authorized User” means an individual Customer authorizes to use Customer’s Tenant, including (a) employees and contractors of Customer, (b) employees and contractors of Customer’s Affiliates whom Customer authorizes to access the Tenant (only while the entity remains an Affiliate), and (c) where context requires, Vendor Invitees with limited access.
“Customer Content” means Questionnaires, Projects, Answer Data, vendor/subcontractor records, relationship graphs, and similar materials Customer submits or generates in the Services.
“Documentation” means the then-current user documentation we designate for the Services (for example, in-product help). It does not include the marketing site, sales materials, or public statements about future functionality.
“Personal Data” means personal data or personal information as defined under applicable data protection laws that Customer submits to the Services.
“Questionnaire” means a questionnaire template registered in the Services (including Excel-based questionnaires).
“Sensitive Personal Data” means personal data of a sensitive nature, including special-category data, data relating to children, full payment-card data, bank-account secrets, government-issued identification numbers (including Japanese Individual Numbers / My Number), and biometric identifiers used for unique identification.
“Services” means the hosted AuditnQ / AuditnQA vendor management and third-party risk platform and related hosted features under an Order.
“Tenant” means Customer’s logically separated account environment.
“Vendor Invitee” means a third party invited by Customer to access limited portions of the Services (for example, to answer a Questionnaire).
3. Access; restrictions
Subject to payment of Fees and these Terms, during the Subscription Term we grant Customer a limited, non-exclusive, non-transferable right for Authorized Users to use the Services for Customer’s internal business purposes (including use by Customer’s Affiliates for Customer’s group business purposes under Customer’s Tenant), subject to plan Entitlements (users, vendors, Projects, and features). Customer remains responsible for all Affiliate use under its Tenant. Affiliate access is not a separate subscription and does not permit resale to unrelated third parties.
Customer will not (and will not allow others to): resell the Services (except Affiliate Authorized User access and Vendor Invitee access as permitted); reverse engineer; disrupt or bypass security; build a competing product from the Services; scrape except via documented APIs we provide; upload unlawful content; or use the Services or our materials to train AI/ML models without our written permission.
Customer is responsible for Tenant administration, credentials, and acts of Authorized Users and Vendor Invitees.
We may update the Services; during a paid term, updates will not materially reduce core purchased functionality as a whole. Purchase is not contingent on future features.
4. Customer Content; Vendor Invitees
As between the Parties, Customer owns Customer Content. Customer grants us a license to host and process Customer Content to provide and support the Services, address security issues, and as otherwise permitted by the Agreement or law.
Questionnaires and Answer Data are Customer Content of the inviting Customer’s Tenant (subject to a Vendor Invitee’s pre-existing rights in its own materials). Vendor Invitees agree to these Terms for their limited use. Customer controls invitations and sharing; we do not publish Customer Content to unrelated third parties except as configured by Customer, to subprocessors, or as required by law. Customer is responsible for accuracy of relationship graphs; we do not warrant automated Nth-party discovery.
Risk, concentration, geographic, disaster-proximity, and register-style views are decision-support tools only — not legal, audit, insurance, or investment advice.
The Services may depend on third-party infrastructure, platforms, networks, identity and authentication providers, payment processors, email and messaging providers, hosting and storage providers, APIs, software libraries, maps and geolocation services, threat-intelligence or similar data feeds, and other third-party products or services (together, “Third-Party Services”), whether engaged by us as subprocessors or otherwise integrated into the Services. We do not control Third-Party Services and do not warrant their availability, accuracy, completeness, latency, security, features, or continued offering (including after changes to their APIs, pricing, terms, or licenses). Interruptions, degradations, errors, or discontinuations of Third-Party Services — or our inability to obtain data or functionality from them — may limit, delay, or disable related features of the Services (and, in some cases, access to the Services). Such events do not constitute a material breach by us and do not entitle Customer to a refund, credit, or other remedy, except to the extent expressly required by law or provided elsewhere in this Agreement. We may modify, replace, or discontinue integrations with Third-Party Services, and may offer degraded or alternative functionality, without obligation to maintain any particular third-party integration.
Customer warrants it has rights to submit Customer Content and that Content will not violate law or third-party rights. Customer will not use the Services to collect, store, or solicit Sensitive Personal Data, unless we agree otherwise in a signed writing. Customer is solely responsible for claims arising from a breach of this sentence.
5. Fees; Stripe; taxes
Fees are as stated in the Order or checkout plan. Except where these Terms expressly provide a refund (for example, termination for our uncured material breach), Fees are non-cancelable and non-refundable for unused Entitlements in the then-current term.
For self-serve plans, Customer authorizes charges to the payment method on file (including via Stripe) for Fees, taxes, and renewals. We may suspend access for undisputed past-due amounts. Taxes (other than our income taxes) are Customer’s responsibility. Fees stated at checkout or in an Order may be exclusive of applicable taxes, which may be calculated and charged in addition to Fees. Customer will provide and keep current an accurate billing address and, where we require it for tax compliance (including reverse charge or similar treatments), a valid tax registration or identification number and related information. We may refuse or cancel an Order, or suspend access, if Customer fails to provide information we reasonably require for tax compliance, or if we determine that information is inaccurate or invalid.
Customer purchase-order terms do not apply.
6. Trials and beta
Trials and beta features are provided “AS IS,” may be changed or ended at any time, and carry no warranty, indemnity, or SLA. Our aggregate liability for trials/beta will not exceed US $100. For self-serve plans, paid Fees are not charged unless Customer converts to a paid subscription after the trial, as described at checkout, on Pricing, or in Refund & Cancellation.
7. Confidentiality; security; privacy
Each Party will protect the other’s Confidential Information with reasonable care. Customer Content is Customer’s Confidential Information.
Confidentiality obligations continue for five (5) years after termination or expiration of this Agreement, except that (a) obligations with respect to Customer Content and Personal Data continue until such information is deleted or destroyed as described in Section 11 (and for any copies retained as required by law, for so long as retained), and (b) obligations with respect to trade secrets continue for so long as the information remains a trade secret under applicable law.
We maintain commercially reasonable security measures for Customer Content. The Services are multi-tenant with logical Tenant separation. Additional security practices, subprocessors, and related statements are described in our Trust Center (which is for information and may be updated; it is not an SLA unless an Order states otherwise).
Our Privacy Policy describes how we handle personal information as a business/controller (marketing site, billing contacts, and similar). To the extent we process Personal Data for Customer as a processor in the Services, our Data Processing Addendum applies as described therein (including the Subprocessor List in the Trust Center); where the DPA applies, it controls for that processing. Japanese domestic customers may have separate contractual arrangements and are not required to use a public DPA solely because this marketing site publishes these Terms.
8. Intellectual property; feedback
We and our licensors own the Services and related materials. Feedback may be used by us without obligation, without publicly attributing it to Customer without consent. We may use aggregated/anonymized usage analytics that do not reasonably identify Customer. We will not use Customer Content to train, fine-tune, or improve general-purpose or cross-customer machine learning or artificial intelligence models. Related practices may be described in our Trust Center.
9. Warranties; disclaimer
We warrant that paid Services will perform materially in accordance with the Documentation under normal use, and support will be performed in a professional manner. Exclusive remedy: reasonable efforts to correct, or termination with pro-rata refund of prepaid unused Fees. This warranty applies only to paid Services (not trials or beta) and does not apply to issues caused by Third-Party Services as described in Section 4.
EXCEPT AS EXPRESSLY STATED, AND SUBJECT TO SECTION 13 (JURISDICTION-SPECIFIC TERMS), THE SERVICES ARE PROVIDED “AS IS.” WE DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, OR THAT CONTENT, ANALYTICS, OR RISK VIEWS ARE ADEQUATE FOR ANY COMPLIANCE OR AUDIT PURPOSE.
10. Indemnification; liability
Provider indemnity. We will defend Customer against third-party claims that the paid Services infringe IP rights (with standard exclusions for Customer Content, combinations, and misuse), and may modify, procure a license, or terminate with pro-rata refund. Defense, settlement, and other amounts we incur or pay under this Provider indemnity count toward the liability cap below. If that cap is reached, our remaining obligation under this indemnity is to terminate the affected paid Services and refund prepaid unused Fees for the remaining term.
Customer indemnity. Customer will defend us against third-party claims arising from Customer Content, breach of these Terms by Customer or its users/invitees, or failure to obtain required consents, and will pay damages and reasonable attorneys’ fees finally awarded (or agreed in a settlement approved by Customer).
Exclusion of consequential damages. EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS, (B) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (C) A PARTY’S INTENTIONAL WRONGFUL DISCLOSURE OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION, OR (D) AMOUNTS PAYABLE UNDER A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 10, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Liability cap. EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS, (B) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (C) A PARTY’S INTENTIONAL WRONGFUL DISCLOSURE OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION, OR (D) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 10 (CUSTOMER INDEMNITY), EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING PROVIDER’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 10 (including defense and settlement costs) AND ORDINARY CONFIDENTIALITY OR SECURITY INCIDENTS) IS CAPPED AT FEES PAID OR PAYABLE IN THE 12 MONTHS BEFORE THE CLAIM.
11. Term; suspension; termination; data deletion
Subscription Terms renew as stated at checkout (monthly or annual, until canceled). Customer may cancel a self-serve subscription at any time by contacting us via Contact, or through any self-serve cancellation method we enable, using a method no more difficult than the method used to subscribe. Cancellation stops future renewals; Customer retains access through the end of the then-current paid Subscription Term. See also Refund & Cancellation.
We may suspend for non-payment, material breach, security risk, or sanctions/law.
Either Party may terminate for uncured material breach (30 days; 15 days for undisputed non-payment). If Customer terminates for our uncured material breach, we will refund prepaid unused Fees for the remaining term. Termination for convenience does not entitle Customer to a refund of prepaid Fees unless required by law or stated at checkout.
Customer should keep any copies of Customer Content it needs during the Subscription Term. Self-serve export tools, if we make them available, may be used during the Subscription Term. We are not obligated to extract, return, or provide assisted export of Customer Content after termination or expiration. After termination or expiration, we will use commercially reasonable efforts to delete Customer Content from production systems within 60 days (subject to backups and legal retention).
12. Export; sanctions; law
Customer will comply with export and sanctions laws and must not use the Services if it is a sanctioned party or in prohibited jurisdictions. We may terminate immediately for breach of this section.
These Terms are governed by the laws of the State of Delaware, excluding conflicts rules, with exclusive venue in Delaware courts, except either Party may seek injunctive relief elsewhere to protect IP or Confidential Information. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL OF ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT. The UN CISG does not apply. The controlling language is English.
13. General
Survival. Provisions that by their nature should survive termination or expiration will survive, including ownership, fees owed, confidentiality, IP, warranties disclaimer, indemnification, limitation of liability, data deletion, export/sanctions, governing law, jurisdiction-specific terms, and this Section 13.
Assignment. Customer may not assign this Agreement without our prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a direct competitor of Provider and assumes this Agreement in writing. We may assign this Agreement without consent. Any prohibited assignment is void.
Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or internet or infrastructure failures. Section 4 continues to apply to Third-Party Services. If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate the affected Order upon written notice, and we will refund prepaid unused Fees for the remaining Subscription Term on a pro-rata basis.
Independent contractors. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency.
No third-party beneficiaries. Except as expressly stated, there are no third-party beneficiaries of this Agreement (including Vendor Invitees, whose limited rights arise only as stated in Section 4).
Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect.
No waiver. Failure to enforce a provision is not a waiver. Waivers must be in writing.
Notices. Notices may be sent by email to the admin/billing contacts on the Tenant or Order, and to us at [email protected] (with a copy to [email protected]). Notices to us may also be sent by mail to: Rendering Consulting Inc., Cross-C ShibuyaShinsen Bld.5-6, 20-21, Shinsencho, Shibuya, Tokyo, Japan.
Entire agreement; updates. This Agreement is the entire agreement on its subject matter. Orders override these Terms only where they expressly identify the overridden section. We may update these Terms by posting a revised version; for material adverse changes to paid customers we will provide notice, and timely termination with pro-rata refund of prepaid unused Fees is available if Customer objects as described in our notice.
Jurisdiction-specific terms.
Non-excludable liability. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
Australian Consumer Law. If the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) (the “ACL”) applies to our supply of the Services, nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy conferred by the ACL that cannot lawfully be excluded, restricted or modified. To the maximum extent permitted by section 64A of the ACL, our liability for failure to comply with a guarantee (other than a guarantee under sections 51, 52 or 53 of the ACL) is limited, at our option, to: (a) supplying the Services again; or (b) payment of the cost of having the Services supplied again. This paragraph applies only to the extent the ACL applies, and prevails over any inconsistent provision of this Agreement to the extent of the inconsistency.
Questions: Contact.