Terms and Conditions for the Provision of Software as a Service (SaaS) for the software “flowdit”

flowdit – operational excellence

IOTIVATA – FZCO

DSO-DDP-A5-D-FLEX-G077

Dubai Digital Park – Office A5-Dtec

Dubai Silicon Oasis

Dubai UAE

Phone: 0097142218979

CEO: GHASAN HAJ ASAAD

Preamble

The provider makes the software application “flowdit” available to the customer for internal workflow management (hereinafter referred to as “Software”) via the Internet, which can be accessed using a current and common browser or the flowdit app (“Software as a Service”). The customer wishes to acquire a license for the temporary use of the software via the Internet. The following General Terms and Conditions govern the acquisition of the license and the scope of permitted use.

1. Scope of Application

1.1 All deliveries and services provided by the provider to the customer within the scope of Software as a Service (hereinafter “SaaS”) are exclusively based on the following General Terms and Conditions in their current version at the time of ordering. Unless expressly agreed otherwise in writing, deviating terms and conditions shall not apply.

1.2 Notwithstanding the provisions of paragraph 1, the provider may provide services for which additional special conditions and specific regulations of the provider apply. If such services are offered, these additional conditions are referenced in the offer and become an independent part of the contract.

1.3 For the purposes of these terms and conditions, customers cannot be consumers. Within the meaning of these terms and conditions, this refers to natural or legal persons or legal partnerships with legal capacity who act in the exercise of their commercial or self-employed professional activity at the time of conclusion of the contract.

2. Subject of Contract – SaaS Services

2.1 The subject of the contract is:

• The temporary provision of software by the provider for use by the customer via the Internet. The specific software subject to the contract is defined in the offer.
• The provision of computing power and storage space by the provider for data processing according to the offer.

(together hereinafter referred to as “Service Items”)

2.2 The establishment and maintenance of the data connection between the transfer point defined under § 3(3) and the customer’s IT systems are not part of the Service Items.

2.3 The source code of the software is also not part of the Service Items.

2.4 The provider may modify the service for good cause. Such cause exists, in particular, when the modification is necessary due to:

a) necessary adaptation to new legal provisions or case law, b) changed technical conditions (new browser versions or technical standards), c) protection of system security, or d) further development of the service (discontinuation of old functions that have been largely replaced by new ones).

The provider will notify the customer of any changes that may be detrimental to them in due time, usually six weeks before they take effect, by email. If the change would significantly disrupt the contractual balance between the parties to the detriment of the customer, the change will not be implemented.

3. Provision of Software

3.1 The software is provided to the customer for the duration of this contract in the current version via the Internet for a fee. For this purpose, the provider makes the software available on a server for retrieval. Access is provided via the Internet using a current, common browser or the flowdit app on mobile devices (iOS, Android, Windows). Version changes with change notices will be announced to the customer in a timely manner.

3.2 The functionality of the software is conclusively determined by the functional description in the offer.

3.3 The transfer point for the software is the point at which the data leaves the data center.

3.4 During the term of the contract, the provider will adapt the Service Items to market-relevant technical changes as necessary. However, the customer has no claim to specific improvements.

4. Provision of Computing Power and Storage Space

4.1 To process the data, the customer is provided with storage space on a server. Depending on the service, the customer can process or store data up to the extent specified in the technical specification contained in the offer. If the storage space is insufficient, the customer may, subject to availability, extend the storage space for a fee.

4.2 The provider ensures that the stored data is accessible via the Internet. The provider does not guarantee uninterrupted accessibility.

4.3 The provider is obligated to take customary precautions against data loss and to prevent unauthorized third-party access to the customer’s data. For this purpose, the provider creates a daily backup of the customer’s data for a period of at least two weeks.

The customer must promptly report any data loss to the provider. In the event of data loss, the provider will restore the latest backup. If the customer is responsible for the data loss, they are required to reimburse the provider for the resulting expenses.

5. Support

5.1 The provider will respond to customer inquiries regarding the use of the software promptly and to the best of their ability during regular business hours via email.

6. Setup and Access

6.1 The provider is responsible for the initial setup of the service for the customer. Changes to the service, particularly reprogramming according to the customer’s wishes, are not owed. Additional services, such as creating and integrating custom modules, PDF templates, restoring backups, training, or importing contact data, checklists, and datasets, must be agreed upon separately and will be subject to additional charges.

6.2 After the contract commences, the customer will receive access credentials for the administration access to the customer-specific area of the software from the provider.

6.3 If the customer wishes to create users, they must provide the provider with the user data. Only natural persons with their full names may be registered as users. The provider will document the user data in a user directory and register the user for the customer unless there are objections from the provider (e.g., maximum number of licensed users reached).

6.4 The access may only be used by the number of employees specified in the offer. A license must be permanently assigned to an employee and used by that employee. Splitting a license among multiple employees is not allowed. Licenses may only be transferred to another employee in justified cases (termination of employment, extended leave, extended illness), with the previous employee losing their license. The change of user must be documented in the directory of registered users with the new user data.

7. Rights to Use the Software

7.1 The customer is granted a non-exclusive, non-transferable, time-limited right to access and use the software via the Internet within the scope of this contract.

7.2 The usage right applies to the number of user accounts (auditors) specified in the offer. A user account (auditor) may be used by various employees of the customer, but not simultaneously.

7.3 The customer is not entitled to use the software beyond the rights granted in the preceding paragraphs or to allow third parties to use it. Use is only permitted within the scope of the customer’s own business operations. The customer is expressly prohibited from reproducing or exploiting the software or parts thereof, whether through sale, rental, or other forms of exploitation.

7.4 The customer grants the provider the necessary usage rights to the data transferred to the provided storage space for the performance of the contract. This includes the right to make the customer’s data accessible via the Internet, to reproduce and transmit it for this purpose, and to create copies for data backup. The customer retains sole ownership of this data at all times and may request the return or deletion of individual or all data at any time, especially after termination of the contract, without any right of retention on the part of the provider.

8. Interruption of Accessibility

8.1 Adjustments, changes, and additions to the Service Items as well as measures for identifying and remedying malfunctions will only lead to a temporary interruption of accessibility if this is technically necessary. Planned and announced maintenance work does not count as downtime. The provider will endeavor to announce maintenance work at least 7 days before it begins.

8.2 The provider strives to ensure high availability of the Service Items. Specifically, the provider guarantees availability of at least 98% during the operating hours from 7 a.m. to 10 p.m. calculated over the calendar year.

9. Customer’s Obligations

9.1 The customer undertakes not to process any data in connection with the use of the software that violates laws, regulatory requirements, or the rights of third parties. If the customer becomes aware of a violation of this obligation, they must immediately notify the provider and prevent the violation. The customer will indemnify the provider against any claims by third parties upon first demand in this regard.

9.2 The customer is obliged to take appropriate measures to prevent unauthorized access by third parties to the protected areas of the software.

9.3 Without prejudice to the provider’s obligation to backup the data, the customer is solely responsible for entering and maintaining the data necessary for the use of the Service Items.

9.4 The customer is obliged to check their data for viruses or other harmful components before storing it on the provided storage space and to use virus protection programs that correspond to the state of the art.

9.5 The customer is obliged to keep their access credentials confidential and not to disclose them to third parties.

9.6 The customer will ensure that their users comply with the provisions and obligations applicable to the use of the Service Items under this contract.

9.7 During the term of the contract, the customer must ensure the generally necessary technical requirements for using the Service Items (e.g., sufficient bandwidth, common current browser). Failure to do so may result in faulty operation for which the provider is not responsible.

Specific technical requirements will be communicated to the customer during the offer phase.

9.8 In the event of malfunctions, operational failures, or impairments of the Service Items, the customer is obligated to inform the provider immediately and as accurately as possible. If access to the customer’s system is required for troubleshooting via remote maintenance, the customer will provide the provider with such access.

9.9 If the data stored on the provided storage space contains personal data of the customer, the customer shall conclude a data processing agreement with the provider.

10. Fees

10.1 For the provision of the Service Items, the customer undertakes to pay the agreed fees for the agreed usage period in advance.

10.2 The customer is only entitled to use the Service Items beyond the scope agreed upon in the offer with the prior written consent of the provider. In case of unauthorized additional usage, the provider is entitled to demand additional fees based on the rates agreed upon in the offer.

10.3 All prices are stated in euros and are subject to the applicable statutory value-added tax at the time of service provision.

10.4 The provider is entitled to adjust the remuneration once a year at most due to additional functionality, changes in the cost structure, or market conditions. The provider will notify the customer in writing at least six weeks before the price adjustment takes effect.

10.5 The customer can only set off against counterclaims that are undisputed, legally established, or recognized by the provider in writing.

10.6 This mobile application (“the App”) has been designed to work on devices supported by Apple Inc. The provider would like to emphasize that the compatibility of the App is limited to hardware supported by Apple.

According to Apple’s guidelines and technical requirements, the App can be used on the latest versions of iOS and Apple-approved devices. However, Apple may discontinue support for certain devices or limit their compatibility with future iOS versions.

The provider does not assume responsibility for the proper functioning of the App on unsupported devices. Using the App on unsupported hardware may result in malfunctions, performance issues, or other incompatibilities.

It is the responsibility of the user to ensure that their device meets the requirements set by Apple. We recommend consulting Apple’s official information to ensure that your device is compatible with the latest version of iOS.

By installing and using the App, the user acknowledges their understanding and agreement to the above-mentioned terms regarding supported hardware.

10.7 According to Google’s guidelines and technical requirements, the App can be used on the latest versions of Android and Google-approved devices. However, Google may discontinue support for certain devices or limit their compatibility with future Android versions.

The provider does not assume responsibility for the proper functioning of the App on unsupported devices. Using the App on unsupported hardware may result in malfunctions, performance issues, or other incompatibilities.

It is the responsibility of the user to ensure that their device meets the requirements set by Google. We recommend consulting Google’s official information to ensure that your device is compatible with the latest version of Android.

By installing and using the App, the user acknowledges their understanding and agreement to the above-mentioned terms regarding supported hardware.

11. Term and Termination

11.1 The contract is concluded for an indefinite period unless otherwise agreed in writing.

11.2 The contract can be terminated by either party with a notice period of 3 months to the end of the month, unless otherwise agreed in writing.

11.3 Termination must be in writing (email is sufficient).

11.4 The right to extraordinary termination for good cause remains unaffected.

11.5 Upon termination of the contract, the customer’s access to the Service Items will be revoked, and the data stored on the provided storage space will be deleted after a reasonable period, unless otherwise agreed in writing.

12. Liability

12.1 The provider is liable without limitation for damages caused intentionally or through gross negligence.

12.2 In cases of slight negligence, the provider is liable only for breaches of essential contractual obligations (cardinal obligations). Essential contractual obligations are those obligations that are necessary to achieve the purpose of the contract. In these cases, the provider’s liability is limited to typical and foreseeable damages.

12.3 The limitations of liability do not apply to damages resulting from injury to life, body, or health, or to claims under the UAE Product Liability Act.

13. Data Protection

13.1 The provider collects, processes, and uses personal data of the customer and their users to the extent necessary for the performance of the contract. The provider complies with applicable data protection laws.

13.2 The customer has the right to obtain information about the personal data stored by the provider. Further information on data protection can be found in the provider’s privacy policy.

14. Final Provisions

14.1 The contract and these General Terms and Conditions are subject to the laws of the UAE to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

14.2 The place of jurisdiction for all disputes arising from or in connection with this contract is Dubai, UAE.

14.3 The contract language is English.

14.4 Should individual provisions of this contract be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the economic purpose pursued by the invalid or unenforceable provision.

These General Terms and Conditions were last updated on June 14, 2023.