Terms & Conditions
Interpretation
- The definitions and rules of interpretation in this clause apply in the Agreement.
“Acceptance” means the acceptance of a Key Deliverable as set out in clause 4
“Acceptance Criteria” means as set out in clause 4
“Acceptance Tests” — the tests in respect of the Software or each Phase, as the case may be, as set out in the Agreement (and the running of Acceptance Tests will be referred to as “Acceptance Testing”)
“Additional Services” — the additional services set out in the Order
“Additional Service Fees” — the additional service fees set out in the Order
“Affiliate” — in relation to a party, each other entity which directly or indirectly Controls, is directly or indirectly Controlled by (through one or more intermediaries) or is under direct or indirect common Control with, that party from time to time
“Agreement” — the contract between the Supplier and the Customer for the supply of Services in accordance with these terms and conditions
“Authorised Users” — those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2.2
“Business Day” — a day other than a Friday, Saturday or public holiday in the United Arab Emirates
“Change” — a change to the Services or any aspect of the Software or services that are materially outside the scope of the Services
“Change in Law” — the coming into effect of a new law that applies to the parties to this Agreement or the subject matter or performance of this Agreement or a change in any such law after the date of this Agreement
“Charges” — the Package Fees, the Shipment Fees, the Third Party Charges, the Customisation Fees and the Additional Service Fees
“Confidential Information” — information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.6 or clause 11.7
“Control” means, in relation to a party, the direct or indirect ownership of more than 50% of the voting capital or similar right of ownership of that party, or the legal power to direct or cause the direction of the general management and policies of that party, whether through the ownership of voting capital, by contract or otherwise, and Controls and Controlled will be interpreted accordingly
“Customer” — the person, firm or company which purchases Services from the Supplier
“Customer Data” — the data entered by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services
“Customisation Services” — the customisation services, if any, set out in an Order
“Documentation” — the documentation made available to the Customer by the Supplier online via Storfox support or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services
“Effective Date” — the date on which the Customer purchases any Services or places an Order, whichever is the earlier
“Initial Subscription Term” means the period of the initial subscription selected by the Customer, commencing on the Effective Date
“Mandatory Policies” — the Supplier’s business policies made available to the Customer by the Supplier online via www.storfox.com, as amended by the Supplier from time to time
“Normal Business Hours” — 6.00 am to 4.00 pm local GMT time, each Business Day.
“Order” — an order placed by the Customer for Additional Services and/or Customisation Services
“Package Fees” — the fees payable by the Customer to the Supplier for the package of Services selected by the Customer
“Phase” — the part of the Software and other deliverables identified as being an obligation on the Supplier to provide in a phase as set out in an Order
“Renewal Period” — a period of 1 month
“Services” — the services including any Additional Services and Customisation Services provided by the Supplier to the Customer under the Agreement via http://storfox.com or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation and any Order
“Service Level Agreement” — the Supplier’s policy for providing support in relation to the Services as made available at http://storfox.com or such other website address as may be notified to the Customer from time to time
“Shipment Fees” — the shipment fees payable by the Customer to the Supplier for the use of the Services, as referred to in clause 9
“Software” — the online software applications provided by the Supplier as part of the Services
“Supplier” — Storfox Inc incorporated and registered in state of Delaware is 2035 sunset lake road, suite B-2, in the city of Newark, zipcode 19702 and county of New castle (USA).
“Term” — the Initial Subscription Term and each Renewal Period (or any shorter period if the agreement is terminated early in accordance with clause 14 or otherwise ceases to have effect, whether as a result of termination, frustration, avoidance or otherwise)
“Virus” — anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices
“Website” — the web site operated by the Supplier, as may be amended by the Supplier from time to time
- Clause, schedule and paragraph headings will not affect the interpretation of these terms and conditions.
- A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
- A reference to a company will include any company, corporation or other body corporate, wherever and however incorporated or established.
- Unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular.
- Unless the context otherwise requires, a reference to one gender will include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as it is in force as at the Effective Date.
- A reference to a statute or statutory provision will include all subordinate legislation made as at the Effective Date under that statute or statutory provision.
- A reference to writing or written includes only e-mail.
- References to clauses and schedules are to the clauses and schedules of these terms and conditions; references to paragraphs are to paragraphs of the relevant schedule to these terms and conditions.
Use Of The Services
- Subject to the Customer paying the Charges in accordance with clause 9, the restrictions set out in this clause 2 and the other terms and conditions of the Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services and the Documentation during the Term solely for the Customer’s internal business operations.
- In relation to the Authorised Users, the Customer undertakes that:
- each Authorised User will keep a secure password for his use of the Services and Documentation and that each Authorised User will keep his password confidential;
- it will permit the Supplier or the Supplier’s designated auditor to audit the Services in order to audit compliance with the Agreement. Each such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right will be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
- if any of the audits referred to in clause 2.2.2 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer will promptly disable such passwords and the Supplier will not issue any new passwords to any such individual; and
- if any of the audits referred to in clause 2.2.2 reveal that the Customer has underpaid any Charges to the Supplier, then without prejudice to the Supplier’s other rights, the Customer will pay to the Supplier an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.
- The Customer will not access, store, distribute or transmit any Viruses, or any material (including marketing and promotional material) during the course of its use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to (i) suspend provision of the Services and/or (ii) disable the Customer’s access to any material that breaches the provisions of this clause.
- The Customer will not:
- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
- interfere in any manner with the functionality or proper working of the Software, application programming interfaces or the Website; or
- use the Services and/or Documentation to provide services to third parties; or
- subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
the Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
- The rights provided under this clause 2 are granted to the Customer only, and will not be considered granted to any Affiliate of the Customer.
Services
- The Supplier will, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of the Agreement and in accordance with the Service Level Agreement.
- The Supplier will use commercially reasonable endeavours to carry out the Customisation Services by the date specified in any Order.
- The Customer will be responsible for the provision of all services and the supply of any goods or products by the Customer through, using or in connection with the Services, including in relation to any malfunction thereof. The Supplier is not a selling agent in connection with any sale by the Customer of goods or services to any person. The Supplier has no control over or responsibility for the quality, fitness, safety, reliability, legality, or any other aspect of any good or service that the Customer may sell using the Services.
ACCEPTANCE TESTING
Scheduling and Performance of Acceptance Tests
If the Supplier has performed any Customisation Services, the Customer will perform Acceptance Tests on the Software or on each Phase, as the case may be. The Customer will give the Supplier reasonable prior notice for each Acceptance Test and will permit a reasonable number of Supplier Personnel to attend and observe each Acceptance Test. The Customer will at no additional cost to the Supplier provide such support and assistance to the Supplier as is necessary for the Supplier to rectify any alleged non-conformance of the Software or the Phase with the Supplier’s obligations under the Customisation Services and such other support and assistance as set out in the Order, the Agreement or as otherwise reasonably required by the Supplier.
Acceptance Criteria and Supplier Determination
In conducting each Acceptance Test, the Customer will apply the criteria set out in the Order (“Acceptance Criteria”). The Supplier will be entitled to determine whether the performance of the Software is in conformity with the relevant Acceptance Criteria, at its sole discretion (“Acceptance”).
Changes to the Acceptance Criteria
Following the Effective Date, the Parties will, acting reasonably and in good faith, refine the Acceptance Criteria in the Order to the extent necessary in response to any Changes or other variations, and in the event of any disagreement the Supplier will have the right to determine the final version of the Acceptance Criteria applied to each Key Deliverable, at its sole discretion.
Acceptance Test Results, Remediation and Repetition
The Customer will within ten Business Days of completion of the Customisation Services (in relation to each Phase, where applicable) inform the Supplier in writing if any Acceptance Test is a success or a failure, giving such details as the Customer may have of any such failure. In the event of a failure, the Supplier may, at its sole discretion, within ten Business Days of receipt of that information remedy the relevant defect, malfunction, bug, non-conformity or error, or other cause of the failure, and re-deliver or otherwise make ready the Software or the relevant Phase for a repeat of the relevant Acceptance Test. The Supplier may, in its sole discretion, perform further Acceptance Tests and in the event of failure repeat remediation attempts.
Consequences of Acceptance Failure
If in respect of the Software or any Phase (where applicable) (i) any Acceptance Test conducted under clause 4.4 fails, or (ii) if the Acceptance Testing procedure has not been completed and Acceptance has not been achieved by the relevant date (if any) for that Phase as set out in the Order, the Supplier may terminate the Agreement in full or in respect of the relevant Phase, if applicable, and provide a full refund of all sums paid by the Customer to the Supplier under the Agreement. Where the Supplier terminates the Agreement pursuant to this clause 4.5, the Customer will not be liable to pay any further Charges to the Supplier in respect of the Agreement.