Terms & Conditions
This agreement describes how the User may use Yomly.
SevenHR Information Technology Consultants L.L.C (trading as Yomly), a company registered in Internet City, Dubai under License Number 1112114, whose registered office is 49 B, Business Central Towers, Al Safouh 2, Dubai Internet City, Dubai, United Arab Emirates trading as Yomly.
The software is licensed to the Customer and not sold. Therefore, a software subscription must be valid for continued use of the software supplied by the Supplier. The Supplier is willing to license the Customer to use the Yomly software in accordance with the terms and subject to the conditions set out herein.
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this contract.
Contract: an agreement signed by Customer and Supplier, including all annexes, of which these conditions form an integral part, and which specifies which Software and/or Services and/or licenses Supplier shall provide, as well as the fees, rates, and any other specifications.
Fee: the subscription cost payable by the Customer to the Supplier.
Intellectual Property Rights: all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
Maintenance Release: release of the Software that corrects faults, adds functionality, or otherwise amends or upgrades the Software, but which does not constitute a New Version.
New Version: any new version of the Software which from time to time is publicly marketed and offered for purchase by Supplier in the course of its normal business, being a version, which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.
Parties: shall mean the Customer and Supplier jointly, and Party means each of them.
Site: the premises from which the Customer carries out its business as notified to Supplier in writing from time to time.
Services: means all forms of installation, maintenance, support, as well as consulting services, host environment services, and training.
Software: The Yomly software, which is used by the Customer during the subsistence of this subscription.
1.2 In consideration of the Fee paid by the Customer to Supplier, Supplier grants to the Customer a non-exclusive, royalty free, monthly subscription to use the Software.
2. SCOPE OF USE
2.1 General terms:
(a) The Software shall be restricted to use in object code form for the purpose of processing the Customer’s data for the normal business purposes of the Customer (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Customer).
(b) The Customer may not use the Software other than as specified in this contract without the prior written consent of Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by Supplier.
(c) If the Customer requires information for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer, the Customer shall request Supplier to carry out such action or to provide such information (and shall meet Supplier’s reasonable costs in providing that information).
(d) The Customer may at any time transfer the rights and obligations of this Contract to another company affiliated to The Customer, respectively “Group Company”.
(e) Except as expressly stated, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt, or make error corrections to the Software in whole or in part.
2.2 The Customer may not use any information provided by Supplier to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
2.3 The Customer shall not:
(a) sub-license, assign or novate the benefit or burden of this licence in whole or in part but it may at any time transfer the rights and obligations of this Contract to another Group Company;
(b) allow the Software to become the subject of any charge, lien or encumbrance; and
(c) deal in any other manner with any or all of its rights and obligations under this agreement, without the prior written consent of Supplier, such consent not to be unreasonably withheld or delayed.
3. MAINTENANCE RELEASES & NEW VERSIONS
3.1 Supplier will provide the Customer with all Maintenance Releases and New Versions, and documentation for support of deployment, generally made available to its customers.
3.2 Supplier warrants that no Maintenance Release or New Version will adversely affect the then existing facilities or functions of the Software. If the Maintenance Release and/or New Version is deployed and does adversely affect Customer’s environment, Supplier will provide all support for analysing, identifying, and correcting malfunctions, defects, and errors free of charge to the Customer.
4. SUPPLIER’S WARRANTIES
4.1 The Supplier warrants with respect to Software developed, installed and implemented and accepted by the Customer that any defects shall be remedied free of charge for the duration of the agreement.
4.2 The Supplier warrants the Software and Services are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights.
4.3 The Supplier warrants they have all necessary permits and is authorized to do business in all jurisdictions where services are to be performed; and will comply with all applicable federal and other jurisdictional laws in performing the services.
4.4 The Supplier warrants they have all rights to enter into this Contract and there are no impediments to Supplier’s execution of this Contract or Supplier’s performance of Services hereunder.
5. TERM & TERMINATION
5.1 The Contract shall enter into force on the date on which both Parties have signed the Contract.5.2 The initial Software Subscription term is 12-months from the execution date of this Agreement as specified on page 1.5.3 This Software Subscription will automatically roll from year to year following the initial 12-month period unless cancelled or reassigned by either Party.
5.4 Both Parties reserve the right to cancel this Contract with 90-days’ written notice before the Software Subscription anniversary date.
5.5 Cancellation will only be accepted in writing when the receiving party has acknowledged receipt of the cancellation request.
5.6 Without limiting its other rights or remedies, each Party may terminate the Contract fully or in part with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 60 days after receipt of notice in writing to do so;
(b) is unable to pay its debts as they fall due or admits inability to pay its debts;
(c) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
(d) if the Supplier becomes insolvent or bankrupt or insolvency proceedings are initiated against it.
5.7 On termination of the Contract for any reason:
(a) the Customer shall pay to the Supplier all Supplier’s outstanding unpaid invoices that have been accepted as correct, within the terms of payment;
(b) in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer upon acceptance as correct, within the terms of payment;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
5.8 On termination of the Contract due to Supplier insolvency, Supplier must support migration of the application and data environments and hand over all current documentation, including but not limited to: an overview of the status of the system and unresolved incidents/problems; current documentation on unresolved incidents/problems, including fault descriptions, tested and potential solutions and associated tests and test results; the operation and maintenance concept; and documentation about data export and restoration as well as data formats for restoration.
5.9 Within 30 days of cancellation date, the Supplier shall return all company data, free of charge, in a mutually agreed format and provide an affidavit of confirmation that Customer data is irreversibly and verifiably destroyed from Supplier premises, including hosted server environments.
5.10 Termination by either party in accordance with the rights contained in this clause shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
6. LIMITS OF LIABILITY
6.1 In no event will either Party be liable for any special, indirect, incidental, or consequential damages nor for loss of profits or revenue, cost of capital or downtime costs, nor for any exemplary or punitive damages, arising from any claim or action, incidental or collateral to, or directly or indirectly related to or in any way connected with, the subject matter of the agreement, whether such damages are based on contract, tort, statute, implied duties or obligations, or other legal theory, even if advised of the possibility of such damages.
6.2 The Customer will not be liable for any lost profits, or incidental, consequential, special or indirect damages of any kind, nor will Customer be liable for any claims against Supplier by any person. This clause shall survive the termination of this Agreement.
6.3 The Supplier is liable for any damages occurred to Customer data, such as loss to, unless Supplier can prove that no fault is attributable to them or its subcontractors. Any remediation for damaged or lost data will be made by Supplier.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 The Customer acknowledges that all Intellectual Property Rights in the Software belong and shall belong to Supplier. The Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this licence or if both Parties agree to exclude custom modifications from Supplier’s Intellectual Property.
7.2 All documents, data, software, hardware or similar items made available to the Supplier and its subcontractors by the Customer (hereinafter referred to as “Documents”) shall remain the sole property of the Customer. Any intellectual property rights associated with these Documents shall be assigned to the Customer without restrictions. The Supplier (including sub-contractors) pledges not to use such Documents for any purpose other than the performance of the Contract and to treat them as confidential.
7.3 All data generated or processed by the Supplier and its Software shall be the Customer’s exclusive property and may be demanded by the Customer at any time, at the very least in the form of a copy while the Contract is being performed
8. REMEDIES
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by U.A.E. law.
9. CONFIDENTIALITY
9.1 Both parties shall treat in strict confidence all information which is not publicly known or generally accessible. A party (receiving party) shall keep in strict confidence all information including but not limited to technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract.
9.2 The Supplier pledges to comply with the statutory data protection regulations at all times and all processes and documentations are at minimum compliant with the latest European Data Protection Regulations (hereinafter referred to as ” GDPR “).
9.3 Any advertisements or publications concerning specific performances in connection with this Contract require the written consent of the Customer.
10. VARIATION
10.1 No variation of this agreement shall be effective unless it is in writing and signed by the both Parties and their authorised representatives.
10.2 Any amendments to this contract shall be agreed in writing and signed by authorised representatives of both Parties on a supplementary signatory sheet referring to this Contract and attached hereto.
11. ENTIRE AGREEMENT
11.1 This contract, with any schedules and the documents annexed as appendices to this Contract or otherwise referred to herein, contain the whole agreement between the Parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
11.2 Each Party acknowledges that, in entering into this contract, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) other than as expressly set out in this contract.
11.3 Each Party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
11.4 Nothing in this clause shall limit or exclude any liability for fraud.
11.5 This agreement is governed in accordance with U.A.E. Law and any disputes will be resolved as per the arbitration law set out by the DIFC.
12. MARKETING
12.1 The Supplier is allowed to use a high-level description of the Services, Deliverables, and the Software Application, alongside with the Client’s logo, trade names and trademarks for its marketing and promotional purposes. The Deliverables and the Software Application per se may be used by the Supplier to conduct internal or external case studies, internal or external announcements and personnel training.