Terms & Conditions
1. Purpose
1.1 This page comprises the standard terms and conditions operated by AL FAHAD FORTUNE TRADING LLC for its supply of software, goods and/or professional services.
1.2 Throughout these terms, in the Agreed Proposal (P/ZOHO/XXX/639YY) XXX will represent the numeric digit for the proposal you agreed and signed. YY will also be the numeric digit which will represent the year in which the proposal is submitted to you.
1.3 This document includes generic clauses which apply in full to all forms of supply plus additional clauses written to support the specific scope of work described in the Agreed Proposal (P/ZOHO/XXX/639YY).
1.4 The contract for the supply and these terms are agreed and entered into by the signing of this contract. Once signed, the Agreed Proposal (P/ZOHO/XXX/639YY), combined with these terms, together constitute the entire agreement between the parties specified on the Agreed Proposal (P/ZOHO/XXX/639YY)Part A – About Terms & Conditions and their Purpose
2.1 “Agreed Proposal (P/ZOHO/XXX/639YY)”: is an official offer for the supply of software, goods and/or professional services signed by the customer as a commitment to purchase incorporated into and with these standard terms
2.2 “Contract Basis”: the basis upon which the software, goods and/or services are sold as specified on the Agreed Proposal (P/ZOHO/XXX/639YY) for each item line included on that Agreed Proposal (P/ZOHO/XXX/639YY) including any special terms and support conditions also defined on the Agreed Proposal (P/ZOHO/XXX/639YY).
2.3 “Confidential Information”: the following information regardless of how it is communicated:
a) The pricing of any services performed or to be performed under this contract;
b) Trade secrets or know-how;
c) technical data or specifications, commercial information or data or ideas belonging to the person who has communicated the information (or someone with whom it has a business relationship) or relating to its/their business or affairs, the release of which could either be damaging to any of them or be advantageous to its/their rivals or others; and
d) any other information which the person receiving it should realize is confidential when considered in the context of the industry in which the person who has communicated the information is involved
2.4 “IPR”: all intellectual property rights arising by or concerning copyright, database rights, patents, trade-marks (registered or unregistered), applications for any of the foregoing, trade secrets and know-how and any other similar rights in any country
2.5 “You” and “Your”: the customer referred to on a signed Agreed Proposal (P/ZOHO/XXX/639YY)
2.6 “We” and “Us”: AL FAHAD FORTUNE TRADING LLC, its employees and agents
3. Interpretation
3.1 The clause headings in this contract are for ease of reference only and are not intended to influence its meaning
3.2 Any phrase that starts with ‘including’, ‘in particular’, ‘for example’, ‘e.g.’, ‘such as’ or any similar expression is just giving examples and is not a complete list
3.3 Where the terms and conditions on the Agreed Proposal (P/ZOHO/XXX/639YY), described under “Terms and conditions”, “Payment Milestone” “Methodology/Model” conflict with these standard terms, the terms specified on the Agreed Proposal (P/ZOHO/XXX/639YY) will prevail
4. Data Protection
4.1 Where we process personal data as a data processor on your behalf as part of the provision of services under this contract, we will:
a) act only on your instructions as the data controller;
b) comply with your instructions concerning the processing of the personal data; and
c) take all appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and accidental loss or destruction of, or damage to, personal data
4.2 You agree that your responsibilities concerning personal data in respect of which we are the data controller are equivalent to those imposed on us by clauses 4.1
5. Confidential Information
5.1 We shall maintain the confidentiality of your Confidential Information and shall not use or disclose any of it without your prior written consent except as referred to in clause 5.2 or where it is necessary to fulfil our obligations under this contract or where it is required by law
5.2 We will only disclose your Confidential Information to our group companies and to those of our officers, staff and professional advisors who need it to fulfil this contract or to give professional advice
5.3 You agree that your responsibilities in respect of our Confidential Information are equivalent to those imposed on us by clauses 5.1 and 5.2
5.4 Clauses 5.1, 5.2 and 5.3 will still apply after this contract ends, except to information which has lost its necessary quality of confidence other than as a result of a breach of clauses 5.1, 5.2 or 5.3 or a disclosure made by someone else in breach of any other obligation of confidence
5.5 You agree that we may name you as a customer in a general context. Subject to your prior approval of the wording to be used (such approval not to be unreasonably withheld or delayed), you also agree that we may use your name in publicity material (such as white papers) which refers to you as a user of specific products or services. You also agree to accept up to three reference site visits per year from prospective customers of ours
6. No Poaching (Intellectual Assets)
6.1 While this contract is in force and for approximately two months after it has come to an end, you will not, directly or indirectly, seek to employ or otherwise engage the services of any of our representatives, whether they are staff employees or sub-contractors, who have been involved in the performance of this contract during the preceding 2 month period. Any waiver of this prohibition will only be effective if it is made in writing and signed by one of our authorized representatives and once payment has been made by you to us of a sum equal to three months’ basic salary for the relevant member of staff
6.2 We agree that our responsibilities concerning your staff are equivalent to those imposed on you by clause 6.1
7. Limitations of Liability
Our aggregate liability for all defaults will not, in any event, exceed a sum equal to the total fees payable under that Agreed Proposal (P/ZOHO/XXX/639YY). In this clause, default means any act, statement, omission or negligence on our part in connection with, or concerning, Agreed Proposal (P/ZOHO/XXX/639YY) or the relationship established by that Agreed Proposal (P/ZOHO/XXX/639YY)
8. Termination
8.1 We may terminate the provision of goods and/or services under Agreed Proposal (P/ZOHO/XXX/639YY) at any time with immediate effect by giving you written notice if:
a) You have committed a material breach of this contract and, in the case of a breach which is capable of being put right, you have failed to remedy that breach within 5 working days of receiving from us a written request that you should do so
8.2 Any work in progress time and expenses, at our standard rates, incurred by us up to the date of termination will fall due for immediate payment
9. General
9.1 This contract and the Agreed Proposal (P/ZOHO/XXX/639YY) together represent the entire agreement and understanding between you and us relating to the provision of software, goods and/or professional services; it completely replaces any previous contract or understanding between you and us on that subject. Subject to clause 7, you acknowledge that in entering into this contract you have not relied on any representation or statement (written or oral) made by any person other than those set out on the Agreed Proposal (P/ZOHO/XXX/639YY) and in this contract. You also acknowledge that, in respect of the representations and statements which are set out herein, your only remedy shall be for breach of contract under the terms of this contract
9.2 You agree that you are responsible for ensuring the accuracy of the terms and detailed content of the order which becomes binding once signed. Should you request a change or the correction of any error after signing the order and making that change incurs costs or losses on our part, you will be liable to cover those costs in full. We will notify you of any potential costs upon receipt of the instruction to change the order
9.3 You acknowledge that all advice, instructions or recommendations made by us as part of the sale process were dependent on the information you have provided to us
9.4 The terms of this contract have been agreed between us in place of all warranties, conditions, undertakings, terms and obligations concerning the subject matter of this contract which might have applied were it not for this clause
10. Services Applicability
10.1 The clauses under this section are applicable to Agreed Proposal (P/ZOHO/XXX/639YY) items where the contract basis is either “Services”, “Fixed Price”, “Training” or “Support”
11. Duties
11.1 We will:
a) provide our services in accordance with the terms of the relevant Agreed Proposal (P/ZOHO/XXX/639YY) , it is being agreed that dates and timelines given in the Agreed Proposal (P/ZOHO/XXX/639YY) are estimates only;
b) Provide personnel who have the required skill and expertise to provide the services;
c) Provide the services in a professional manner and conform to the standards generally observed in the industry for similar services;
d) Provide the services at such locations within the UAE as you may reasonably require; and
11.2 You will:
a) Observe all requirements imposed on you by any Agreed Proposal (P/ZOHO/XXX/639YY) ;
b) Ensure that your staff co-operate fully with our staff;
c) Supply our personnel with information and documents that they reasonably request;
d) make available to our personnel such office and administrative facilities as are reasonably necessary for the proper performance of the services while they are working at premises owned or controlled by you;
e) Ensure that adequate security and virus checking procedures are in place in relation to any computer facilities which our personnel are provided access to;
g) Arrange the timely and competent input of third parties where, in our reasonable opinion, this is required in order to assist the resolution of a problem affecting the provision of the services;
h) Obtain all third party consents, licenses and rights required in order to allow us to perform the services required by the Agreed Proposal (P/ZOHO/XXX/639YY) in relation to software not supplied by us;
i) at all times remain responsible for system administration, security, back-ups, restores and recovery actions.
If you fail to perform any of your duties, we will not be responsible for any delay, cost increase or other consequences arising from that failure
12. Fees and Expenses
12.1 Payment of fees and expenses is due immediately following the date of the invoice in the currency stated on the Agreed Proposal (P/ZOHO/XXX/639YY).
12.2 The prices quoted on the Agreed Proposal (P/ZOHO/XXX/639YY) are exclusive of VAT and/or other applicable purchase taxes
13. IPR
13.1 All IPR created by our staff in the course of provision of services by us under this contract shall belong to us or our licensors
13.2 Any software that is delivered as a result of the provision of services under this contract will be licensed for your use on the terms of the software contract existing between us
14. Acceptance
14.1 All software and/or other deliverables generated by us under this contract shall automatically be deemed to be complete and have been accepted by you 30 days after delivery unless we have received prior notification from you of defects or short-falls in the delivery
15. Early Termination / Cancellation
15.1 You may terminate all or part of the services at any time by providing us with two weeks’ written notice of that aspect of the services
15.2 Where the services are being provided on a fixed price basis, the next stage payment, or full amount in the event that stage payments are not being applied, will become immediately due.
15.3 We will provide deliverables of the maximum value from the work we have completed up to the date of termination on a best endeavors only basis where partial delivery or hand-over to your staff is possible
15.4 In case of early termination the handling and administrative charge of up to 50% of agreed Implementation and professional support services and up to 100% of license (if licenses are already activated before your termination notice) will be payable by you.
16. License Applicability
The clauses under this section are applicable to Agreed Proposal (P/ZOHO/XXX/639YY) items either “License”, “Subscription”, “Trial”, “Leasing”, ”SAAS”, “Rental” or “Support”
17. License Grant
17.1 You have been granted a non-exclusive license to use the software up to the cumulative quantity limits specified on the Agreed Proposal (P/ZOHO/XXX/639YY).
17.2 You can use the software as described in this contract. You will not become the owner of the IPR in it
17.3 Your rights of use may only be brought to an end as described in clause 8 or, for term based licenses, at the end of the initial term of any subsequent Renewal Period as defined on the Agreed Proposal (P/ZOHO/XXX/639YY)
18. Payment
18.1 The fees payable for your rights of use of the software (the license fees) are stated under the “Software Licensing Price” column on the Agreed Proposal (P/ZOHO/XXX/639YY). Unless incremental payments are specified, the full value of the license fee is due upon delivery of the software together with the first invoice
18.2 All fees are exclusive of Value Added Tax, or other applicable tax(s). All payments must be made in the currency of the Agreed Proposal (P/ZOHO/XXX/639YY). Standard Payment terms are ‘Immediate’
19. Support Services
19.1 Subject to the Support Fees being paid when due (see clause 18), we will provide the services described in this clause until:
a) The provision of those services is brought to an end by you giving us (or by us giving you) written notice of termination as stated on the Agreed Proposal (P/ZOHO/XXX/639YY) ; or
b) This contract is brought to an end (see clause 8).
19.2 Troubleshooting support will be available during the hours of 9:00am to 5:00pm Sunday to Thursday (excluding bank or public holidays) to a single nominated member of your staff (or an alternate nominated in that person’s absence). You must notify us in writing of the identity of your nominated representative from time to time and of the identity of any alternate appointed to cover his absence at any time
19.3 All service requests will be assigned a priority level as agreed between our customer care team and your nominated representative. The priority level may be amended by mutual agreement after initial investigatory work. The priority levels are defined as follows:
Priority 1: Critical – the issue has resulted in the whole or a critical part of your business not being able to process
Priority 2: Urgent – the issue has a serious effect on your day-to-day efficiency and productivity
Priority 3: General problem – the issue is not critical and you can process but it does need to be addressed in the short-term
19.4 We will respond to a service request during the hours stated in clause 19.2 in accordance with the service levels set out below in an effort to answer your query or supply information on how to remedy, avoid or bypass a reported problem as soon as practicable but we do not guarantee a resolution within these timeframes. It is your responsibility to implement any software remedy or workaround that we provide unless you have engaged us to do so by agreeing a Statement of Work under a Professional Services Contract with us. The service levels are:
Priority 1: Within 1 working day
Priority 2: Within 2 working days
Priority 3: Within 3 working days
19.5 Wherever possible, we will deal with service requests on a remote basis. Where this is not possible, we may be able to provide on-site support but this might be at an additional charge (except if it is explicitly mentioned in the Agreed Proposal (P/ZOHO/XXX/639YY)); the charging structure will be agreed with you prior to any call-out proceeding.
19.6 We will have no obligation to provide support where problems arise from:
a) Any modifications to the software carried out by anyone other than us;
b) use of the software in combination with products which are not supported by us and which we have not approved in advance for use in combination with the software;
c) Installation or relocation of the software by anyone other than us;
d) Any failure by you to implement in a timely fashion any software remedy or workaround we have provided pursuant to clause20.6; or
e) Any breach of your obligations under this contract
19.7 You must actively co-operate with us in the provision of troubleshooting support; in particular, you must provide such information as we may from time to time reasonably require in order for us to be able to reproduce any reported problem. Failure to provide the required information will result in the service request being closed
19.8 Where we have carried out work in response to a service request but, upon investigation, it turns out that the query or problem logged was not covered by this contract, you will have to pay us at our then standard professional services rates for that work and reimburse at cost any travel and subsistence expenses we have incurred
20. Indemnity
You agree to fully indemnify and keep us fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever incurred by us arising from any of the following:
a) Your material breach of the Contract or your negligence;
b) Your misuse of the software environment and features
21. Rights to change the provisions of these Terms and Conditions
AL FAHAD FORTUNE TRADING LLC reserves full right to amend and edit one or all provisions provided in these Terms and Conditions at its own discrete at any point of time and will remain unchallangeable