Terms & Conditions

1. ACQUISITION OF 3RD PARTY PRODUCT AND SERVICES

Abzer or third parties may from time-to-time make available to customer third party products or services including but not limited to Non Abzer Application and implementation, contamination and other consulting services. Any Acquisition by customer of such non-Abzer products or services and any exchange of data between customer and any non-Abzer provider are solely between customer and the applicable non Abzer provider. Abzer does not warrant or support non-Abzer products or services whether or not they are designated by Abzer as “Certified” or otherwise, except as specified in any order Form, subject to the “Integration with non-Abzer Applications” section below, no purchase of non-Abzer products or services is required to use the services except a supported computing device, operating systems, web browser and internet connection.

2. 3^rd PARTY APPLICATION AND CUSTOMER DATA

If customer installs or enables Non-Abzer Applications for the use with Services customer acknowledges that Abzer may allow providers of those Non-Abzer applications to access customer Data as required for the interoperation and support of such Non-Abzer Applications with the Services. The Services shall allow customer to restrict such access by restricting Users from installing or enabling such Non-Abzer Applications for use with the Services.

Customer shall be responsible for entering into contractual arrangement directly with Non-Abzer Applications providers to ensure appropriate protection if and access to Customer Data, and to address responsibility for any disclosure, modification or deletion of customer data by the Non-Abzer Application provider, or any breach of data protection laws and regulations resulting from Non-Abzer Application provider access to customer data. Non-Abzer Application providers shall not be considered as subcontractors or sub-Data processors or either Abzer of smartinvoice.ae.

Abzer shall not be responsible for any disclosure, modification, corruption, loss or Deletion of Customer data, or any breach of applicable data protection laws and regulations, resulting from any access by any Non-Abzer Applications provider to customer data through a Non-Abzer Application installed by customer.

3. INTEGRATION WITH 3RD PARTY APPLICATIONS (NON-ABZER APPLICATIONS)

The services may contain features designed to interoperate with Non-Abzer Applications (e.g., - Google, Facebook, Twitter Applications). To use such features, customer may be required to obtain access to such Non-Abzer Application from their providers. If the provider of any such Non-Abzer Application ceases to make the Non-Abzer Application available for interoperation with the corresponding Service features on reasonable terms, Abzer may cease providing such services or features without entitling customer to any refund, credit, or other compensation.

1. FEES

Customer shall pay all Fee specified in all order forms hereunder. Except as otherwise specified herein or in Order Form,

(a) Fees are based on services purchased and not actual usage, (b) Payment obligations are non-cancellable and fees paid are non-refundable, and (c) The Number of User Subscription purchased cannot decreased during relevant subscription Terms stated on the Order Form. User Subscription Fees are based on the monthly period that begin on the Subscription start date and each monthly anniversary thereof; therefore, fees for User Subscription added in the middle of a monthly period will be charged for that full monthly period and the monthly period remaining in the subscription term.

2. INVOICING AND PAYMENT

Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the relevant Order Form, Fees are due and payable within 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Abzer and notifying Abzer of any changes to such information.

3. OVERDUE CHARGES

If any amount invoiced hereunder are not received by Abzer by due date then at Abzer’s discretion, (a) Such charges may accrue late payment Fee or the maximum rate permitted by law, whichever is lower , from the date such payment was due until the date paid, and /or (b) Abzer may condition future subscription renewal and Order Forms on Payment Terms shorter than those specified in the “Invoicing and Payment “ section above.

4. SUSPENSION OF SERVICES

If any charge owing by Customer is 30 days or more overdue, Abzer may suspend Services until such amounts are paid in full, provided that Abzer has given Customer 10 or more days ‘ prior notice that its account is overdue in accordance with the “Notice” section below

5. PAYMENT DISPUTES

Abzer shall not exercise its under the “ Overdue Charges” or “ Suspension of Service” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

6. TAXES

Unless otherwise stated, Abzer fees are exclusive of all applicable taxes, levies or duties imposed by taxing authorities, including without limitation value-added, and withholding taxes, and Customer shall be responsible for payment of all such taxes, levies or duties, excluding only taxes based on Abzer’s income.

1. RESERVATION OF RIGHTS IN SERVICES

Subject to the limited rights expressly granted hereunder, Abzer reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer hereunder other, than as expressly set forth herein

2. RESTRICTIONS

Save to the extent expressly permitted by applicable law, Customer shall not (1) permit any third party to access the Services except as permitted herein or in any Order Form, (2) create derivative works based on the Services except as permitted herein, (3) copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets otherwise for its own internal business purposes, (4) reverse engineer the Services, or (5) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

3. CUSTOMER APPLICATION AND CODE

If customer, a third party acting on Customer’s behalf, or a User creates applications or programme code using the Services, Customer authorizes Abzer to host, copy, transmit, display and adapt such applications and programme code, solely to the extent necessary for Abzer to provide the Services in accordance with the Agreement. Subject to the above, Abzer acquires no right, title or interest from Customer or its licensors under this Agreement in or to such applications or programme code, including any intellectual property rights therein.

4. CUSTOMER DATA

Subject to the limited rights granted by Customer hereunder, Abzer acquires no right, title or interest from Customer or its licensors under this Agreement in or to Customer Data, including without limitation by intellectual property rights therein.

5. SUGGESTIONS

Abzer shall have a royalty-free, worldwide, irrevocable, license, for the duration of the applicable intellectual property rights to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Services.

1. DEFINITION OF CONFIDENTIAL INFORMATION

As under herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer shall include Customer Data; Confidential Information of Abzer shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information ( other than Customer Data) shall not include any information that (1) is or becomes generally known to the public without breach of any obligation owned to the Disclosing Party, (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owned to the Disclosing Party, (3) is received from a third party without breach of any obligation owed to the Disclosing Party, or (4) was independently developed by the Receiving Party.

2. PROTESTATION OF CONFIDENTIAL INFORMATION

The Receiving Party shall use the same degree of care that it use to protect the confidentially of its own confidential information of like kind ( but in no event less than responsible care) (1) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (2) except as otherwise authorized buy the Disclosing Party in writing g, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees., contractors and agents who need such access for purpose consistent with the Agreement and who have signed confidentially agreement with Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal advisors and accountants without the party’s prior written consent.

3. COMPELLED DISCLOSURE

The Receiving Party may discloser Confidential Information of the Disclosing Party if it is compelled by law to do so, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost compiling and providing secure access to such Confidential Information.

1. ABZER WARRANTIES

Abzer warrants that (1) it is validly existing under the laws of its incorporation and has all rights, powers and authorities to enter into the Agreement, (2) the Services shall perform materially in accordance with the User Guide, (3) subject to the “Integration with Non-Abzer Applications” section above, the functionality of the Services will not materially decreased during a subscription term, (4) it will process Customer Data in a accordance with all applicable Data Protection Laws and Regulations, and (5) It will not transmit Malicious Code to Customer, provided that it is not breach of this sub-section (6) if Customer or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of warranty above, Customer’s exclusive remedy shall be provide in the “ Termination for Cause” and “Refund or Payment upon Termination” section below.

2. CUSTOMER WARRANTIES

Customer warrants that (1) it is validly existing under the laws of its incorporation and has all rights, powers and authorities to enter into this Agreement, and (2) it will comply with all applicable Data Protection Laws and Regulations in collecting. Compiling, storing, accessing and using Customer Data in connection with the Services.

3. DISCLAIMER

Except as expressly provided herein, each party excluded all warranties, representations, terms, conditions or other commitments of any kind, whether express or implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including ( without limitation 0 any warranties, representations, terms, conditions or other commitments of merchantability or fitness for a particular purpose or of satisfactory quality, in each case, to the maximum extent permitted by applicable law.

4. NON-GA SERVICES

From time to time Abzer may invite Customer to try, at no charge , Abzer products or services that are not generally available for Abzer customers “Non-GA Services” Customer may accept or decline any such trial in its sole discretion.

Any Non-GA services will be clearly designed as beta, Pilot limited release , developer preview , non-production or by a description of similar import. Non-GA Services are provided for evaluation purpose and not for production use are not supported may contain bugs or errors and may be subject to additional terms. Non-GA services are not considered “Services ” hereunder and, to the maximum extend permitted by applicable law, are provided “AS IS” with no express or implied warranty. Abzer may discontinue Non-GA services at anytime in its sole discretion and may never make them generally available.

1. INDEMNIFICATION BY ABZER

Abzer shall defend Customer against any claim, demand , suit or proceeding made or brought against Customer by third Party (A) based on a breach Abzer its obligations under applicable Data Protection Laws and Regulations , or (B) alleging that the user of services aas permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against Customer”) and shall indemnify Customer for any damages , legal advisors fees and costs finally awarded against Customer as a result of and for amounts paid by the customer under a cost approved settlement of a Claim against Customer “ provided that customer (1) promptly gives Abzer written notice of the claim Against customer (2) give Abzer sole control of the defense and settlement of the Claim Against Customer (Provided that Abzer may not settle or defend any claim Against Customer unless it unconditionally release customer of all liability ) and (3) provides to Abzer all reasonable assistance , at Abzer’s expense. In the event of claim against customer, or if Abzer reasonably believe the services may infringes or misappropriate the intellectual property rights of third party. Abzer may in its discretion and at no cost to Customer (A) modify the services so that they no longer infringe or misappropriate without a breaching Abzer’s warranties under the “Abzer warranties” section above , be obtain license for Customers continued use of the services in accordance with this Agreement or (c) terminate Customers User subscription for such services upon 30 days written notice and refund customer any prepaid fees covering the reminder of the term of such user subscription after the effective date of the termination.

2. INDEMNIFICATION BY THE CUSTOMER

Customer shall defend Abzer against any claim, demand, suit or proceeding made brought against Abzer by a third party alleging that the Customer Data or Customer’s use of services in a breach of this Agreement infringes or misappropriates the intellectual property rights of a third party or a breaches applicable law (a “claims against Abzer and shall indemnify Abzer for any damages, legal advisers fees and cost finally awarded against Abzer as a result of come or for any amount paid by Abzer under a court approved settlement of, a claim against Abzer; provided that Abzer (1) promptly gives Customer return notice of the claim against Abzer (2) gives Customer sole control of the defense and settlement of the claim against Abzer (provided that Customer may not settle or defend any claims against Abzer unless it unconditionally released Abzer of all liability and provide Customer all reasonable assistance, at Customers expense.

3. EXCLUSIVE REMEDY

This “Mutual Indemnification” section state the indemnifying parties sole liability to, and the indemnified parties exclusive remedy against, the other party for any type of claim described in the section.

1. LIMITATION OF THE LIABILITY

Subject to the “Exclusive of Indirect Damages” and “Limitation of Restrictions” sections below, neither party’s liability with respect to any single incident arising out of or related to this Agreement (whether in contract or under any other theory of liability) shall not exceed the amount paid by Customer hereunder in the 12 months immediately proceeding the relevant incident provided that in no event shall either party’s total aggregate liability arising out of or related to this Agreement ( whether in contract or tort or under any other theory of liability) exceed the total amount paid by Customer hereunder. The foregoing shall not limit Customer’s payment obligation under the “Fees and Payment” section above.

2. EXCLUSION OF THE INDIRECT DAMAGES

Subject to section the “Limitation of Restrictions” section below, in no event shall either partly have any liability to the other party under or in relation to this Agreement whether in contract, tort or under any other theory of liability for:

1. any financial damages as a result of loss or damage to property, economic loss, cost of replacement services, loss of profits, loss of revenue, loss of orders, loss of goodwill, and/ or loss resulting from damage to image or reputation of each case whether direct or indirect, or
2. any indirect or consequential loss or damage arising from related this Agreement

howsoever caused and whether or not such loses are foreseeable even if that party has been advised (or is otherwise aware) of the possibility of such losses in advance

3. LIMITATION OF RESTRICTIONS

Nothing in this “limitation of Liability” session shall exclude or limit the liability of either party for death or personal injury caused by that party’s negligence or for fraud or fraudulent misrepresentation or for any other liability to the extent that the same may not be excluded or limited as a matter of applicable law.

1. TERM OF THE AGREEMENT

The agreement commences on the Effective date and continues until all user subscription graded in accordance with this Agreement have expired or been terminated.

2. TERM OF USER SUBSCRIPTION

User Subscription Commence on the start date specified in the applicable Order Form and continues for the Subscription term specified therein, Except as otherwise specified in the applicable order Form, all user Subscriptions shall automatically renew for additional period equal to the expiring subscription term or one year (whichever is shorter) unless either party gives the other notices of non-renewal at least by 30 days before the end of the relevant subscription term.

The per-unit pricing during any automatic renewal term shall be the same as that during the immediately prior term unless Abzer has given Customer written notices of a pricing increase at least 60 days before the end of such prior term in which cases the pricing increase shall be effective upon any such renewal and thereafter.

3. TERMINATION OF CAUSE

Either party my terminate this Agreement for cause (1) upon 30 day’s written notice to the other party of a material breach if such breach remain uncured at the expiration of such period or (2) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

4. REFUND OR PAYMENT UPON TERMINATION

Up on any termination for cause by the customer, Abzer shall refund customer any prepaid fees covering the reminder of the term of all subscriptions after the effective date of termination.

Upon any termination for cause by Abzer, customer shall pay any unpaid fees covering the reminder of the term of all Order Form after the effective date of termination. In no event shall any termination relive Customer of the obligation to pay any fees payable to Abzer for the period prior to the effective date of termination.

5. RETURN OF THE CUSTOMER DATA

Upon request by customer made within 30 days after the effective date of termination, Abzer will make available to customer for download a file of customer data in a comma separated value (.CSV) format along with the attachment in their native value.

After such 30-day period, Abzer shall have no obligation to maintain or provide any customer data and shall thereafter, unless legally prohibited, delete all customer data in its systems or otherwise in in its possession or under its control.

6. SURVIVING PROVISIONS

The section entitled

“Fees and Payment “, “Proprietary Rights “, “Confidentiality “, “Warranties and Disclaimer”, “Mutual indemnification”, “Limitation of Liability”, “Refund or Payment upon Termination”, “Return of Customer Data”, “Surviving provisions” and “General provisions”

Shall survive any termination or expiration of this agreement shall be without prejudice to the rights and remedies of the parties which may have accrued prior to the date of termination or expiration (as applicable)

1. ANTI-CORRUPTION

Customer has not received or been offered any illegal or improper bribe, kickback, payment gift or thing of value from a Abzer employee or agent in connection with this Agreement and shall comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption including without limitation the Bribery Act.

If Customer learns of any breach of any such laws, regulations and sanctions, it will use reasonable endeavors to promptly notify Abzer’s legal department at legal@abzer.com

2. RELATIONSHIP OF THE PARTIES

The parties are independent contractors. This agreement does not create a partnership, franchisees, joint venture, agency, fiduciary or employment relationship between the parties .

3. NO THIRD PARTY BENEFICIARIES

Nothing in this agreement shall confer, or if intended to confer, or any third party any benefit or the right to enforce any term of this agreement under the contract (Right of Third Parties) Act

4. WAIVER

No failure or delay by either party in excising any right under this Agreement shall constitute a waiver of that right.

5. SEVERABILITY

If any provision of this agreement is held by a court of competent jurisdiction to be contrary to applicable law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by applicable law , and the remaining provisions of this Agreement shall remain in effect.

6. GOVERNMENT LOW

The agreement, and any disputes arising out of related hereto, shall be governed exclusively by the laws of UAE.

7. VENUE

The courts located in Dubai shall have exclusive jurisdiction to any adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive justification of such courts.