This AGREEMENT is entered into as of the EFFECTIVE DATE by and between OKRA TECH FZCO trading as OKRABOOK (“Supplier” “We”, “Our” or “Us”), a company formed under the laws of United Arab Emirates, and a business or individual (“Subscriber”, “You” or “Your”), collectively referred hereinafter as the parties (each a “party”). The Supplier provides its Services to Subscribers through its website located at https://www.okrabook.com (the “User Website”), whose use is subject to these Terms.
By accessing or using all or any part of the Okrabook services or Site, or by completing any registration process via the User Website, you are accepting the Terms of the Okrabook Software as a service (saas) Agreement (“Agreement”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms and Conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates.
1. Definitions and interpretations
"Account" means an account enabling a person to access and use the User Website, including both administrator accounts and user accounts;
"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;
"Business Day" means any weekday other than a bank or public holiday in United Arab Emirates;
"Business Hours" means the hours of 09:00 to 17:00 GST on a Business Day;
"Subscription Fees" means the subscription fees payable by the Subscriber to the Supplier for the Services either monthly, quarterly or annually as set out in clause 9.
"Subscriber Confidential Information" means:
(a) any information disclosed by or on behalf of the Subscriber to the Supplier at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) was marked or described as "confidential"; or
(ii) should have been reasonably understood by the Supplier to be confidential; and
(b) the Subscriber Data;
"Subscriber Data" means all data, works and materials: uploaded to or stored on the User Website by the Subscriber; transmitted by the User Website at the instigation of the Subscriber; supplied by the Subscriber to the Supplier for uploading to, transmission by or storage on the User Website; or generated by the User Website as a result of the use of the User Website by the Subscriber (but excluding analytics data relating to the use of the Platform and server log files);
"Effective Date" means the earlier of (a) the date you accept this Agreement by clicking an “I Agree” button on our setup page or otherwise indicate that you accept this Agreement or (b) the date you first access or use the Services.
"User Website" means Okrabook which will be made available by the Supplier to the Subscriber as a service via the internet in accordance with this Agreement;
"User Website Defect" means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the User Website, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the Subscriber or any person authorised by the Subscriber to use the Platform or User Website;
(b) any use of the Platform or User Website contrary to the Documentation, whether by the Subscriber or by any person authorised by the Subscriber;
(c) a failure of the Subscriber to perform or observe any of its obligations in this Agreement; and/or
(d) an incompatibility between the Platform or User Website and any other system, network, application, program, hardware or software not specified as compatible in the User Website Specification;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Maintenance Services" means the general maintenance of the Platform and User Website, and the application of Updates and Upgrades;
"Mobile App" means the mobile application that is made available by the Supplier through the Google Play Store and the Apple App Store;
"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Arab Emirates from time to time;
"Platform" means the platform managed by the Supplier and used by the Supplier to provide the User Website, including [the application and database software for the User Website, the system and server software used to provide the User Website, and the computer hardware on which that application, database, system and server software is installed;
"Schedule" means any schedule attached to the main body of this Agreement;
"Services" means any services that the Supplier provides to the Subscriber, or has an obligation to provide to the Subscriber, under this Agreement;
"Support Services" means support in relation to [the use of, and the identification and resolution of errors in, the User Website, but shall not include the provision of training services;
"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari][, or any other web browser that the Supplier agrees in writing shall be supported;
"Update" means a hotfix, patch or minor version update to any Platform software; and
"Upgrade" means a major version upgrade of any Platform software.
2.1 This Agreement shall come into force from the Effective Date.
3. User Website
3.1 The Supplier shall create an Account for the Subscriber and shall provide to the Subscriber login details for that Account on or promptly following the Effective Date.
3.2 The Supplier hereby grants to the Subscriber a worldwide, non-exclusive license to use the User Website by means of a Supported Web Browser for the internal business purposes of the Subscriber in accordance with the Documentation during the Term.
3.3 The license granted by the Supplier to the Subscriber under Clause 3.2 is subject to the following limitations:
(a) the User Website may only be used by [the officers, employees, agents and Subscribers of the Subscriber;
3.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the license granted by the Supplier to the Subscriber under Clause 4.2 is subject to the following prohibitions:
(a) the Subscriber must not sub-license its right to access and use the User Website;
(b) the Subscriber must not permit any unauthorised person to access or use the User Website;
(c) the Subscriber must not republish or redistribute any content or material from the User Website;
(d) the Subscriber must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or User Website without the prior written consent of the Supplier.
3.5 The Subscriber shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the User Website using an administrator Account.
3.6 The Supplier shall use all reasonable endeavours to maintain the availability of the User Website to the Subscriber at the gateway between the public internet and the network of the hosting services supplier for the User Website, but does not guarantee 100% availability.
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Subscriber's computer systems or networks;
(d) any breach by the Subscriber of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
3.8 The Subscriber must not use the User Website:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.9 For the avoidance of doubt, the Subscriber has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.10 The Supplier may suspend the provision of the User Website if any amount due to be paid by the Subscriber to the Supplier under this Agreement is overdue, and the Supplier has given to the Subscriber at least 15 days' written notice, following the amount becoming overdue, of its intention to suspend the User Website on this basis.
4. Maintenance Services
4.1 The Supplier shall provide the Maintenance Services to the Subscriber during the Term.
4.2 The Supplier shall where practicable give to the Subscriber at least 5 Business Days' prior written notice of scheduled Maintenance Services that are likely to affect the availability of the User Website or are likely to have a material negative impact upon the User Website, without prejudice to the Supplier's other notice obligations under this main body of this Agreement.
4.3 The Supplier shall give to the Subscriber at least 5 Business Days' prior written notice of the application of an Upgrade to the Platform.
4.4 The Supplier shall give to the Subscriber written notice of the application of any security Update to the Platform and at least 5 Business Days' prior written notice of the application of any non-security Update to the Platform.
4.5 The Supplier shall provide the Maintenance Services with reasonable skill and care.
4.6 The Supplier may suspend the provision of the Maintenance Services if any amount due to be paid by the Subscriber to the Supplier under this Agreement is overdue, and the Supplier has given to the Subscriber at least 15 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.
5. Support Services
5.1 The Supplier shall provide the Support Services to the Subscriber during the Term.
5.2 The Supplier shall make available to the Subscriber a helpdesk in accordance with the provisions of this main body of this Agreement.
5.3 The Supplier shall provide the Support Services with reasonable skill and care.
5.4 The Subscriber may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services and the Subscriber must not use the helpdesk for any other purpose.
5.5 The Supplier shall respond promptly to all requests for Support Services made by the Subscriber through the helpdesk.
5.6 The Supplier may suspend the provision of the Support Services if any amount due to be paid by the Subscriber to the Supplier under this Agreement is overdue, and the Supplier has given to the Subscriber at least 15 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
6. Subscriber Data
6.1 The Subscriber hereby grants to the Supplier a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Subscriber Data to the extent reasonably required for the performance of the Supplier's obligations and the exercise of the Supplier's rights under this Agreement. The Subscriber also grants to the Supplier the right to sub-license these rights to its hosting, connectivity and telecommunications service suppliers, subject to any express restrictions elsewhere in this Agreement.
6.2 The Subscriber warrants to the Supplier that the Subscriber Data when used by the Supplier in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
6.3 The Supplier shall create a back-up copy of the Subscriber Data at least weekly, shall ensure that each such copy is sufficient to enable the Supplier to restore the User Website to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
6.4 Within the period of 1 Business Day following receipt of a written request from the Subscriber, the Supplier shall use all reasonable endeavours to restore to the Platform the Subscriber Data stored in any back-up copy created and stored by the Supplier in accordance with Clause 6.3. The Subscriber acknowledges that this process will overwrite the Subscriber Data stored on the Platform prior to the restoration.
7. Mobile App
7.1 The parties acknowledge and agree that the use of the Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to the terms and conditions, and accordingly this Agreement shall govern any such use, rights, obligations or liabilities.
8. No assignment of Intellectual Property Rights
8.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Supplier to the Subscriber, or from the Subscriber to the Supplier.
9. Charges and Payments
9.1 The Subscriber shall pay the Charges to the Supplier in accordance with this Agreement.
9.2 Okrabook offers a free software services plan, but you may choose to upgrade to a paid subscription. You agree to pay all applicable fees related to your use of the User Website and any services provided by Okrabook as described on the Okrabook Pricing page.
9.3 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Subscriber to the Supplier.
9.4 By providing a payment method, you expressly authorize Okrabook to charge the applicable cost of User Website, and other costs such as overage fees and taxes, at regular intervals as set forth in each paid product description. Okrabook will automatically renew and charge your payment method based on the subscription plan chosen, plus any additional overage or service fees, plus arrears due to failure to process a payment owed during a previous billing cycle if applicable.
9.5 All purchases made in the system are final and are not refunded.
9.6 By creating an account and upgrading to a paid subscription for User Website, you consent to allow Okrabook to charge your credit card (or other payment method) through its payment processors for the amounts due for your initial subscription period and for additional subscription periods until your account is downgraded back to the Free plan, or until your canceled or deleted.
9.7 Paid accounts will automatically renew at the start of each new subscription period unless you downgrade the account to a free plan or cancel the account. Downgrading or cancellation will be effective immediately and you will not be entitled to a refund of any payments for the remainder of the unused subscription period.
9.8 The Subscriber must pay the Charges to the Supplier within the period of 15 days following the issue of an invoice.
9.9 The Supplier may suspend the provision of the User Website if any amount due to be paid by the Subscriber to the Supplier under this Agreement is overdue, and the Supplier has given to the Subscriber at least 15 days' written notice, following the amount becoming overdue, of its intention to suspend the User Website on this basis.
10. Supplier's confidentiality obligations
10.1 The Supplier must:
(a) keep the Subscriber Confidential Information strictly confidential;
(b) not disclose the Subscriber Confidential Information to any person without the Subscriber's prior written consent, and then only under conditions of confidentiality approved in writing by the Subscriber OR no less onerous than those contained in this Agreement;
(c) use the same degree of care to protect the confidentiality of the Subscriber Confidential Information as the Supplier uses to protect the Supplier's own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Subscriber Confidential Information; and
(e) not use any of the Subscriber Confidential Information for any purpose other than specify purposes.
10.2 Notwithstanding Clause 10.1, the Supplier may disclose the Subscriber Confidential Information to the Supplier's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Subscriber Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Subscriber Confidential Information.
10.3 This Clause 10 imposes no obligations upon the Supplier with respect to Subscriber Confidential Information that:
(a) is known to the Supplier before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Supplier; or
(c) is obtained by the Supplier from a third party in circumstances where the Supplier has no reason to believe that there has been a breach of an obligation of confidentiality.
10.4 The restrictions in this Clause 10 do not apply to the extent that any Subscriber Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Supplier on any recognised stock exchange.
10.5 The provisions of this Clause 10 shall continue in force indefinitely following the termination of this Agreement.
11. Data protection
11.1 If and to the extent of either Party, its Affiliates or any employee that processes any Personal Data, each Party warrants and undertakes that it shall (and shall procure that each of its Affiliates and all employee shall):
(a) only process the Personal Data in compliance with all Applicable Laws and Data Protection Legislation;
(b) not authorise any third party or sub-contractor to process the Personal Data;
(c) take appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, Personal Data; and
(d) notify the other Party immediately if it becomes aware of any unauthorised or unlawful processing, loss of, damage to or destruction of Personal Data.
11.2 Both Parties agree to indemnify and keep indemnified and defend at its own expense the other Party against all costs, claims, damages or expenses incurred by the other Party or for which the other Party may become liable due to any failure by Okrabook or its employees or agents to comply with any of its obligations under this Clause 10.
12. Acknowledgements and warranty limitations
12.1 The Subscriber acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Supplier gives no warranty or representation that the User Website will be wholly free from defects, errors and bugs.
12.2 The Subscriber acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Supplier gives no warranty or representation that the User Website will be entirely secure.
12.3 The Subscriber acknowledges that the User Website are designed to be compatible only with that software and those systems specified as compatible in the User Website Specification; and the Supplier does not warrant or represent that the User Website will be compatible with any other software or systems.
12.4 The Subscriber acknowledges that the Supplier will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the User Website; and, except to the extent expressly provided otherwise in this Agreement, the Supplier does not warrant or represent that the User Website or the use of the User Website by the Subscriber will not give rise to any legal liability on the part of the Subscriber or any other person.
13. Limitations and exclusions of liability
13.1 We cannot guarantee continuous or secure access to our sites, services, or tools, and operation of our sites, services, or tools may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our sites, services, and tools.
13.2 Regardless of the Clause 13.1, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, or (b) USD 120
14. Force Majeure Event
14.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
14.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
14.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
15.1 Either party may terminate this Agreement by giving to the other party at least 30 days' written notice of termination.
15.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
15.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement)]; or
(d) [if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.]
16. Effects of termination
16.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect.
16.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
17.1 All notices to be given or information supplied by either Party to the other pursuant to the provisions of this Contract shall be delivered by hand or sent by registered mail to the Parties. Any notice delivered by hand shall be deemed to have been served at the time of delivery and any notice sent by registered mail to have been served seven (7) days after the date on which it is posted and any notice sent by telefax on the date on which it is transmitted. The above applies to email notices if/when OKRATECH indicates preference for this as the medium for communication.
17.2 The Supplier's contact details for notices under this Clause 17 are as follows:
([email protected]), DTEC, Silicon Oasis, Dubai, United Arab Emirates
18.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
18.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
18.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
18.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
18.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
18.6 Subject to Clause 14.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
18.7 This Agreement shall be governed by and construed in accordance with United Arab Emirates Law.
18.8 The courts of United Arab Emirates shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
19.1 In this Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
19.2 The Clause headings do not affect the interpretation of this Agreement.
19.3 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.