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AGREED TERMS
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: Your employees, agents and independent contractors who are authorised by you to
use the Software as a Service offerings of EHDF
Business Day: any day which is not a Friday, Saturday or public holiday in the UAE.
Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or
substantially all, of the assets, of a party by another entity in a single transaction or a series of
transactions.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as
such or identified as Confidential Information in clause 10.
Your Data: any and all of the data and/or databases owned or controlled by you, including all data
submitted or uploaded to the Service or Software as a Service Systems of EHDF in connection with this
Agreement
Effective Date: the date of this agreement.
Initial Subscription Term: the initial term of this agreement shall be one from the Ready for Service day,
which includes a one month free trial period
Normal Business Hours: 8.00 am to 5.00 pm UAE time, each Business Day.
Ready for Service (RFS): Date when service is provisioned and when monthly subscription fees become
applicable
Renewal Period: the period described in clause 13.1.
Services: Software as a Service subscription services provided by EHDF in connection with this
Agreement
Software as a Service (SaaS): the online software applications provided by EHDF and may include
Microsoft Technology based Services: Exchange, Lync online, SharePoint, Remote desktop and
Customer Relationship Management (CRM)
Subscription: the subscription to EHDF SaaS, on a monthly payment basis
Subscription Fees: the subscription fees payable by You to EHDF,
Support Services Policy: EHDF policy for providing support in relation to the Services as made
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any
individual who is not an Authorised User, then without prejudice to EHDF other rights, the You will
promptly disable such passwords and EHDF shall not issue any new passwords to any such individual;
and
(g) if any of the audits referred to in clause 2.2(e)reveal that the You have underpaid Subscription Fees to
EHDF, You will pay to EHDF an amount equal to such underpayment as calculated in accordance with the
prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.
2.3 You will not access, store, distribute or transmit any Viruses, or any material during the course of your
use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically
offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) contains software or other material protected by intellectual property laws (or by rights of privacy)
unless You owns or controls the rights thereto or have received all necessary consents to do the same
(f) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any
other illegal activity;
(g) causes damage or injury to any person or property; or
(h) Otherwise not appropriate from the perspective of local UAE Customs, traditions and ethical standards
and EHDF reserves the right, without any liability You, to disable Your access to any material that
breaches the provisions of this clause.
2.4 You will not:
(a) except as may be allowed by any applicable law
and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate,
create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any
portion of the Software and/or associated documentation (as applicable) in any form or media or by any
means; or
attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable
form all or any part of the Software; or
(b) access all or any part of the Services and associated documentation in order to build a product or
service which competes with the Services and/or the documentation; or
(c) use the Services and/or associated documentation to provide services to third parties; or
(d) subject to clause 18.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or
otherwise commercially exploit, or otherwise make the Services and/or and associated documentation
available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or documentation,
other than as provided under this clause 2; and
2.5 You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services
and the associated documentation and, in the event of any such unauthorised access or use, promptly
notify EHDF.
2.6 The rights provided under this clause 2 are granted to You only, and shall not be considered granted
to any of Your subsidiary or holding company.
3. ADDITIONAL SUBSCRIPTIONS
3.1 You may, from time to time during any Subscription Term, purchase User Subscriptions for SaaS in
excess of the number earlier purchased EHDF shall grant access to the Services and the associated
documentation for such additional requirements in accordance with the terms of this agreement.
3.2 If you wish to purchase additional Services, you may do so by buying additional subscriptions at the
prevailing prices of EHDF.
4. SERVICES
4.1 EHDF shall, during the Subscription Term, provide the Services and make available the associated
documentation to you and subject to the terms of this agreement.
4.2 EHDF shall use commercially reasonable endeavours to make the Services available 99.5 percent of
the time, except for:
(a) Planned maintenance, as notified from time to time
(b) Unscheduled maintenance performed outside Normal Business Hours, provided that EHDF has used
reasonable endeavours to give You at least six Normal Business Hours notice in advance.
4.3 EHDF will, as part of the Services and at no additional cost, provide You with the EHDF standard
customer support services during Normal Business Hours in accordance with the EHDF Support
Services Policy in effect at the time that the Services are provided. EHDF may amend the Support
Services Policy in its sole and absolute discretion from time to time. You may purchase enhanced support
services separately at EHDF then current rates.
5. YOUR DATA
5.1 You will own all rights, title and interest in and to all of Your Data and shall have sole responsibility for
the legality, reliability, integrity, accuracy and quality of the Your Data.
5.2 EHDF shall follow its archiving procedures for Your Data as set out in relevant Back-Up Policy. In the
event of any loss or damage to Your Data, Your sole and exclusive remedy shall be for EHDF to use
reasonable commercial endeavours to restore the lost or damaged Your Data from the latest back-up of
such Data maintained by EHDF in accordance with the archiving procedure described in its Back-Up
Policy. EHDF shall not be responsible for any loss, destruction, alteration or disclosure of Your Data
caused by any third party except those third parties sub-contracted by EHDF to perform services related
to Your Data maintenance and back-up.
5.3 EHDF shall, in providing the Services, comply with its Privacy and Security Policy relating to the
privacy and security of the Your Data, as available on EHDF website which may be amended from time to
time by EHDF in its sole discretion.
5.4 If EHDF processes any personal data on your behalf when performing its obligations under this
agreement, You agree that you shall be the data controller and EHDF shall be a data processor and in
any such case:
(a) You shall ensure that the You are entitled to transfer the relevant personal data to EHDF so that EHDF
may lawfully use, process and transfer the personal data in accordance with this agreement on Your
behalf;
(b) You will ensure that the relevant third parties have been informed of, and have given their consent to,
such use, processing, and transfer as required by all applicable data protection legislation;
(c) EHDF shall process the personal data only in accordance with the terms of this agreement and any
lawful instructions reasonably given by You from time to time; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or
unlawful processing of the personal data or its accidental loss, destruction or damage.
6. EHDF OBLIGATIONS
6.1 EHDF undertakes that the Services will be performed substantially in accordance with the
documentation and with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused
by use of the Services contrary to EHDF instructions, or modification or alteration of the Services by any
party other than EHDF or EHDF duly authorised contractors or agents. If the Services do not conform
with the foregoing undertaking, EHDF will, at its expense, use all reasonable commercial endeavours to
correct any such non-conformance promptly, or provide You with alternative means of accomplishing the
desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any
breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, EHDF
(a) does not warrant that the Your use of the Services will be uninterrupted or error-free; nor that the
Services, documentation and/or the information obtained by You through the Services will meet the Your
requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the
transfer of data over communications networks and facilities, including the internet, and You acknowledge
that the Services and documentation may be subject to limitations, delays and other problems inherent in
the use of such communications facilities.
6.3 This agreement shall not prevent EHDF from entering into similar agreements with third parties,
selling or licensing documentation, products and/or services which are similar to those provided under this
agreement.
6.4 EHDF warrants that it has and will maintain all necessary licences, consents, and permissions
necessary for the performance of its obligations under this agreement.
7. YOUR OBLIGATIONS
You will:
(a) provide EHDF with:
all necessary co-operation in relation to this agreement; and
all necessary access to such information as may be required by EHDF;
in order to render the Services, including but not limited to Your Data, security access information and
configuration services;
(b) comply with all applicable laws and regulations with respect to your activities under this agreement;
(c) carry out all other Your responsibilities set out in this agreement in a timely and efficient manner. In the
event of any delays in the Your provision of such assistance as agreed by the parties, EHDF may adjust
any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and associated documentation in accordance with
the terms and conditions of this Agreement and shall be responsible for any Authorised Users breach of
this Agreement;
(e) obtain and maintain all necessary licences, consents, and permissions necessary for EHDF, your
contractors and agents to perform their obligations under this agreement, including without limitation the
Services;
(f) ensure that Your network and systems comply with the relevant specifications provided by EHDF from
time to time; and
(g) be solely responsible for procuring and maintaining Your network connections and telecommunications
links from your systems to EHDF data centres, and all problems, conditions, delays, delivery failures and
all other loss or damage arising from or relating to the Your network connections or telecommunications
links or caused by the internet.
9. PROPRIETARY RIGHTS
9.1 You acknowledge and agree that EHDF and/or Your original licensors own all intellectual property
rights in the Services and the associated documentation. Except as expressly stated herein, this
agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets,
trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect
of the Services or the associated documentation.
9.2 EHDF confirms that it has all the rights in relation to the Services and the associated documentation
that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of
this Agreement.
10. CONFIDENTIALITY
10.1 Each party may be given access to Confidential Information from the other party in order to perform
Your obligations under this agreement. A party's Confidential Information shall not be deemed to include
information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by
written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or
administrative body.
10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law,
not make the other's Confidential Information available to any third party, or use the other's Confidential
Information for any purpose other than the implementation of this agreement.
10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which
it has access is not disclosed or distributed by Your employees or agents in violation of the terms of this
agreement.
10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential
Information caused by any third party.
10.5 You acknowledge that details of the Services, and the results of any performance tests of the
Services, constitute EHDF Confidential Information.
10.6 EHDF acknowledges that Your Data is the Confidential Information
10.7 This clause 10 shall survive termination of this agreement, however arising.
11. INDEMNITY
11.1 You will defend, indemnify and hold harmless EHDF against claims, actions, proceedings, losses,
damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising
out of or in connection with the Your use of the Services and/or associated documentation, provided that:
(a) You are given prompt notice of any such claim;
(b) EHDF provides reasonable co-operation to You in the defence and settlement of such claim, at the
Your expense; and
(c) You will have the sole authority to defend or settle the claim.
11.2 EHDF shall, subject to clause 11.5, defend You against any claim that the Services or documentation
infringes any Intellectual Property Rights as of the Effective Date, and shall indemnify the You for any
amounts awarded against You in judgment or settlement of such claims, provided that:
(a) EHDF is given prompt notice of any such claim;
(b) You provide reasonable co-operation to EHDF in the defence and settlement of such claim, at EHDF
expense; and
(c) EHDF is given sole authority to defend or settle the claim.
11.3 In the defence or settlement of any claim, EHDF may procure the right for the You to continue using
the Services, replace or modify the Services so that they become non-infringing or, if such remedies are
not reasonably available, terminate this agreement on 2 Business Days notice to the You without any
additional liability or obligation to pay liquidated damages or other additional costs to You.
11.4 In no event shall EHDF, its employees, agents and sub-contractors be liable to You to the extent that
the alleged infringement is based on:
(a) a modification of the Services or associated documentation by anyone other than EHDF; or
(b) Your use of Services or associated documentation in a manner contrary to the instructions given to the
You by EHDF; or
(c) Your use of Services or documentation, after notice of the alleged or actual infringement from EHDF,
or any appropriate authority.
11.5 The foregoing states the Your sole and exclusive rights and remedies, and EHDF (including EHDF
employees', agents' and sub-contractors) entire obligations and liability, for infringement of any patent,
copyright, trade mark, database right or right of confidentiality.
and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special,
indirect or consequential loss, costs, damages, charges or expenses however arising under this
agreement; and
(b) EHDF total aggregate liability in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated
performance of this agreement shall be limited to the total Subscription Fees paid during the three months
immediately preceding the date on which the claim arose.
(c) EHDF may destroy or otherwise dispose of any of the You Data in its possession unless EHDF
receives, no later than thirty days after the effective date of the termination of this agreement, a written
request for the delivery to You of the then most recent back-up of the Your Data. EHDF shall use
reasonable commercial endeavours to deliver the back-up to You within 30 days of its receipt of such a
written request, provided that the You has, at that time, paid all fees and charges outstanding at and
resulting from termination (whether or not due at the date of termination). You shall pay all reasonable
expenses incurred by EHDF in returning or disposing of Your Data; and
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision
expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
15. WAIVER
15.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the
party to whom the waiver is addressed and to the circumstances for which it is given.
15.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not
exclude rights provided by law.
16. SEVERANCE
16.1 If any provision (or part of a provision) of this agreement is found by any court to be invalid,
unenforceable or illegal, the other provisions shall remain in force.
16.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it
were deleted, the provision shall apply with whatever modification is necessary to give effect to the
commercial intention of the parties.
17.1 This agreement, and any documents referred to in it, constitute the whole agreement between the
parties and supersede any previous arrangement, understanding or agreement between them relating to
the subject matter they cover.
17.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on
any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in
writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this
agreement, other than as expressly set out in this agreement.
18. ASSIGNMENT
18.1 You will not, without the prior written consent of EHDF, assign, transfer, charge, sub-contract or deal
in any other manner with all or any of its rights or obligations under this agreement.
18.2 EHDF may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or
any of its rights or obligations under this agreement.
21. NOTICES
Any notice required by this Agreement or given in connection with it, shall be posted on the EHDF
Systems website or e-mailed to the User and shall be effective ten (10) business days after it is sent via email or posted on Company website.
22.2 The parties irrevocably agree that the courts of United Arab Emirates (UAE) have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its
subject matter or formation (including non-contractual disputes or claims).
YOU HEREBY RECOGNIZE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND
AGREE TO BE BOUND BY THE AGREEMENT'S TERMS AND CONDITIONS.