EHF Software

 E H F SOFTWARE TRADING L.L.C

Terms of Use

Version: Aug 13, 2019

Applicability

These terms of use are applied for sale, use and provision of any software, platform, content or information, including such which are used online or as a mobile application, (all jointly referred as “service”) by E H F Software Trading L.L.C (“EHF”) to a customer who concludes an agreement with EHF for the use of the service. In these terms, “customer” can refer either to the company, organization or other legal entity concluding the agreement, or to any of its users who have a right to use the service based on the agreement concluded by the company, organization or legal entity with EHF. By concluding an agreement with EHF and using the service the customer accepts these terms and agrees to comply with them during the term of the agreement. Customer is also responsible that the users in its organization use the service in accordance with these terms. A binding agreement for the use of the services can be made by (1) signing in writing or electronically an agreement regarding the use of the service, (2) accepting an offer EHF has provided to the customer, or (3) when registering as a user of the service at EHF's website.

Description of the service

The service is may be an online-based software, platform, service or content used with a browser or as a mobile application, either developed by EHF, or, as usually is the case, by a third party.

Changes to service and these terms

EHF (or the applicable third party, as the case may be) develops the service continuously, so EHF and the applicable third party retain the right to make changes to these terms and to the service. EHF notifies customers of significant changes to the terms or service by informing users by email, by publishing the terms on its website or via the service or in some other manner, as EHF or the applicable third party considers suitable. Changes become effective on the notified date, unless otherwise provided. If the change concerns pricing or significant changes in the features of the service, EHF aims to notify at least one month prior to the change. Unless a specific effective date has been given for the change, the change becomes effective when it has been made. By continuing to use the service after the change the customer accepts it. If the customer does not accept the changes, it  must terminate the agreement by written notice prior to the changes becoming effective and stop the use of the service.

Use of service and limited license

EHF grants the customer, subject to these terms, and the applicable third party terms of use (as may be the case), a limited, non-exclusive, personal and non-transferable license to use the service for the customer’s internal purposes. The customer (including its users) agrees to use the service according to these terms, the applicable third party terms of use (if any) and applicable laws. If EHF has a reason to believe that the customer or a user has not followed these terms, the applicable third party terms of use or the applicable laws, EHF may delete or limit the user rights or conduct other means it considers necessary.

A customer and a user cannot (a) use or try to use another user’s account without his/her and EHF's permission; (b) copy, modify or create derivative works of the service, it’s content or technology relating to it; (c) reverse engineer, decompile, disassemble or otherwise try to derive the source code of the service or its technology; (d) remove any intellectual property right notices from the service; (e) create a user account by using another person’s personal data or otherwise incorrect or fake data; (f) transfer his/her account to another user without EHF's prior written consent; (g) sell, resell or otherwise provide the license to use the service to a third party without EHF's prior written consent. 

Registration and user accounts

A customer receives a right to use the service throughout the term when concluding an agreement for the use of the service and registering a user account. The use of the service requires that a customer (e.g. a company or other legal entity) concludes an agreement with EHF relating to the use of the service, applicable third party terms of use are accepted (if any) and the account is registered and user names created for the service. The number of the users and the features included in the service may depend on the agreement and subscription level. During the registration EHF must be provided with required details of the user(s) and the customer organization. The customer is responsible for giving accurate and truthful information and update the information when necessary for creating and maintaining a user account in the service. Login and password details are always personal. 

The customer must make sure that its users maintain the login and password details in a secure manner. Login and password should never be provided to anyone else and a person should never use another person’s or another customer’s login and password. If the customer or a user believes or knows that the confidentiality of his/her login and password has been compromised, he/she should inform about it to EHF without delay. EHF has the right to delete or limit user access, if EHF justifiably believes that the confidentiality of the user account has been compromised or the user does not follow these terms or otherwise acts in bad faith.

Personal data and privacy

As a data controller, EHF collects and uses personal data in accordance with its privacy principles. 

If EHF is considered in its performance of contractual obligations a data processor in relation to its customer, the data controller (as defined in the EU General Data Protection Regulation), then EHF Data Processing Termsare also applied.

Personal data may be transferred and processed by a Party outside the EU only, if it is done in accordance with applicable privacy laws. To the extent that EHF transfers personal data to the customer and the customer is located in a territory outside the EU that does not provide adequate protection for personal data (as determined by EU Commission from time to time), the customer agrees to abide by and process such personal data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission, at the time of signing this Agreement available at http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915(as updated from time to time) ("Model Clauses"), which are incorporated by reference in, and form an integral part of, this Agreement. The customer agrees that it is a "data importer" and EHF the "data exporter" under the Model Clauses.

Content entered or created by the customer

If a customer or any of its users enter or create content in the service while using it, the intellectual property rights relating to such content is owned by the customer or applicable user. However, EHF (or the applicable licensor or third party) has a right to use the content for providing the service to the customer, for developing the service or for any other reasonable business purpose of EHF (or the applicable licensor or third party). EHF has also a right to use and publish aggregate, statistical and anonymous data from content entered by a customer or otherwise relating to customer’s use of the service, provided that a person cannot be identified of the material created and published by EHF. 

The customer is responsible that it (or any of its users) has a right to enter the content into the service and that the content it has entered does not violate any laws or third party rights and is otherwise lawful. For a justified reason, EHF has a right to delete, modify or restrict the content entered by the user into the service.

Intellectual property rights

The service and content relating to it are protected by copyright and other intellectual property right laws and are and shall remain the sole and exclusive property of EHF or its licensors, as the case may be. Other intellectual property rights, such as trademarks, patents, designs or trade secrets, may as well relate to the service, which also belong to EHF or its licensors. No intellectual property rights are transferred from EHF to customer, the  customer is only granted a limited license to use the intellectual property relating to the service in its internal operations in accordance with these terms and the applicable third party licensor’s terms of use, if any. 

Using the service

Use of the service requires a browser and an internet connection as well as a suitable device, such as a computer or a mobile phone. Even if the service has been tested on different devices, browsers and operating environments, EHF cannot provide any warranties that the service will function error-free on all possible devices, browsers and operating environments.

The customer is responsible at its own cost to acquire and maintain necessary devices, software and internet connections required for the use of the service. EHF does not guarantee that the application can be used specifically with the customer’s device, software and internet connection. EHF is not responsible of the possible outages or disconnections of the service for instance due to updates, technical issues or problems or other similar reasons. EHF is not responsible for any damages caused by or relating to use or inability to use the service.

Limitation of liability

Even if EHF, or its licensor, as the case may be, has used great care in developing and maintaining the service, EHF (or the licensor) cannot provide any warranties that the service would operate error-free. The service is provided to the customer on “AS IS” and “AS AVAILABLE” basis. Furthermore, EHF does not represent or warrant that the service is fit for customer’s specific purposes. The customer uses the service at its own risk and it should evaluate prior to use of the service whether the service is fit for the customer’s intended purpose or not.

In no event shall EHF aggregate liability relating to breaches of contract exceed a sum equal to 30 % of the prices paid by customer for the services (excl. VAT). However, if the agreement has been in force and valid for more than one (1) year, the aggregate liability of EHF is limited to 25 % of the average annual payments made by customer to EHF for the services.

Any damages or monetary compensation must be claimed by the customer no later than three (3) months after the customer became aware of the cause for the claim, with the risk of otherwise losing its right to claim any damages or monetary compensation based on breaches of agreement.

EHF is not liable to the customer for any indirect, special, consequential or punitive damages or administrative fines (including loss of revenue or profit, business losses, business interruptions and loss of data) caused by violation of an agreement or these terms, or by use of or inability to use the service. Furthermore, EHF is not responsible for any claims made by or damages suffered by third parties. 

These limitations of EHF's liability are applied to the fullest extent permitted by mandatory provisions of applicable laws.

Maintenance

EHF (or its licensor, as the case may be) performs normal development and maintenance work for the service. Due to this, EHF (or its licensor) is entitled to temporarily restrict or limit the use of or access to the service. EHF (or its licensor) aims to schedule the maintenance updates in a manner that causes as little harm to the customer as reasonably possible. EHF is not responsible for any damages or harm caused by interruptions in the use of the service. EHF notifies the customer of planned changes or interruptions in the service in a manner as it considers appropriate. All maintenance and support work are by default performed remotely from EHF's (or its licensor’s) location on weekdays during normal business hours. EHF (or its licensor) makes backup copies and deletes data contained in the service in accordance with its normal IT and data retention policies. 

Prices and payments

Prices for the service in force at the time of concluding the agreement are described in the agreement between EHF and the customer. If the parties have not agreed on prices, EHF's price list valid at the time of concluding the agreement shall apply. The payable prices and fees for the service may depend on the amount of users and features or functions included in the service. 

EHF is entitled to update prices by providing at least one (1) month’s advance notice to the customer. If the customer does not accept the price increase, it may terminate the agreement in writing by using one (1) month’s notice period. 

Unless otherwise notified, value added taxes are not included in the prices and fees, which shall be added and payable by the customer in accordance with applicable laws.

All payments for the services shall be made in AED to an account specified specified by EHF, unless the parties agree otherwise. 

The service fees are invoiced on a monthly, quarterly or annual level. The payment term is fourteen (14) days from the date of invoice. The interest rate for delayed payments is 11 % per annum.

Term and termination

Unless otherwise agreed, the service will have a 12-month initial contract period, whereafter it can be terminated by giving at least one (1) month’s written notice to the other party.

EHF may also terminate the agreement with immediate effect, (1) if customer does not pay the applicable service fees, or if the customer becomes insolvent or goes bankrupt, or if the customer uses the service in violation with these provisions, the applicable laws or good business practice, or (2) if the third party service provided and resold by EHF is discontinued for any reason with less than one (1) month’s notice. 

A party is also entitled to terminate an agreement in whole or in part in the event that the other party fails to comply with any material term of an agreement or these terms, provided that such failure is not cured, to the extent the failure is curable, within fourteen (14) days after the notice of the breach was provided.

When the agreement relating to the use of the service is terminated or expires, terminates or expires also the right to use the service. The terms and conditions of an agreement which by their nature and purpose are intended to survive termination, shall survive any termination or expiration of an agreement.

Applicable law and dispute resolution

The agreement, these terms and the use of the service are governed by the laws of the UAE,without regard to its conflict of laws rules and principles. Any dispute arising between the parties will be settled by amicable settlement. Failing amicable settlement within thirty (30) days of the dispute being referred to the settlement, the dispute may be settled by any district court that has jurisdiction to resolve the dispute. The parties agree that arbitration may be an alternative to public legal proceedings, in which case the parties shall conclude a separate arbitration agreement regarding the dispute.

Other terms

EHF is entitled to employ subcontractors to fulfill its obligations under an agreement. EHF shall not be deemed to be in breach of an agreement, or otherwise be liable to customer, for any failure to perform, or any delay in performance, caused by a reason beyond EHF control (force majeure events). Unless otherwise agreed, the customer does not have the right to transfer an agreement or rights and obligations related to it, entirely or partly, to a third party without EHF’s prior written acceptance. These terms and the additional agreed upon terms in an agreement contain the entire agreement between the parties and supersede all prior communication, discussions and agreements relating to the subject matter. 

Third party services

Third party services may be included in EHF services or resold by EHF. These are provided to customer under these terms and the applicable third party service terms of use and fees. EHF is not responsible and does not give any warranties regarding third party services, software, content, platforms or applications or their use, function or defects in them. If the third party services provider makes changes to its pricing, EHF is entitled to update its prices accordingly. Upon a party’s termination of an agreement EHF is entitled to invoice for such third party costs and expenses that could not be cancelled prior to termination.