Terms and Conditions

1. Introduction

These Terms and Conditions is a
Client Agreement (“Agreement”) between:

a. Solaripe General Trading
LLC, 114 Al Qiyadah Building, Etihad Road, PO Box 20275, Dubai, UAE
(Tel: +971 4 2367610; Email:info@solarpe.com) as the provider/operator
of the Service/Software. Hereafter as the “Supplier”

and

b. any natural person or
legal entity, private or professional, under private or public law,
intending to enter into an agreement for the provision of the Service
and/or access to Software provided by the Supplier (Hereafter as the
“Client”)

The Supplier provides services and/or license for its software to the Client on the following terms and conditions. These terms and conditions form an Agreement between the two parties and must be read together with any other documents noted as part of this Agreement. Any other terms and conditions contained in any other document are excluded unless their inclusion is expressly stated and agreed.

2. Definition

2.1. Service:

the services that you have ordered from us from time to time

2.2. Software:
the software that you have ordered from us from time to time whose access maybe delivered over the Internet and accessible via a web browser.

2.3. Browser:
Software used to navigate IT networks and their databases and in particular the Internet.

2.4. Users:
A competent person who has been given access to the Software

2.5. Host
: Company to which Supplier sub-contracts the hosting of its Software infrastructure and Clients’ databases.

2.6. Space:
In addition to making Software available, Supplier also make disk space available for each Client to store and access its data.

2.7. Contract Period :

The Client shall pay to use the Software and/or service provided by the Supplier for a limited period, such as one year, also known as subscription. The Contract Periods or Subscription shall be renewable by agreement unless specifically terminated by either party.

2.8. Subscription Fees (“Fees”) :

The amount agreed to be paid by the Client to the Supplier for usage of the Software and/or Service for the period of the Contract Period.

3. Access to Service & Software

3.1.
Unless signed in writing, access to the Software provided by Supplier requires the Client to register on the relevant website of the Supplier and to accept these Terms & Conditions. Such registration maybe directly done by Client or assisted by the Supplier.

3.2.
The Supplier grants the Client a non-exclusive, non-transferable license to use the Software subject to these terms and conditions, and limited to the time agreed between the Parties. This Software is licensed and not sold.

3.3.
The Supplier licenses the Client to use the Software for its personal or internal business purposes only.

3.4.
The Supplier has the right to grant the Client this license. The Supplier is not transferring any rights of ownership, copyright or other intellectual property in the Software to the Client.

3.5.
The Software may be modified by improvements or updates without prior notice to Clients.

4. Support

We generally offer four different support agreements. Unless specifically defined Level 1 support applies. The SLA for each of the support agreements are:

4.1. 
Level 1 – 5 days a week 8:30 to 5:30 UAE time, SLA First Response 48 hours.

4.2. 
Level 2 – 5 days a week 8:30 to 5:30 UAE time, SLA First Response 24 hours.

4.3. 
Level 3 – 7 days a week 8:30 to 5:30 UAE time, SLA First Response 8 hours.

4.4. 
Level 4 – 24 hours a day, 7 days a week, SLA First Response 4 hours.

5. Fees & Payment

5.1. The Subscription fees for the Software and Services will be provided to you through a written paper or online proposal, invoice or specification document; which shall constitute an integral part of this Agreement.

5.2. 
Once paid, the fees for the Contract Period are non-refundable.

5.3. 
The Supplier reserves the right to increase the renewal rate unless limited within the proposal.

5.4. 
Unless otherwise agreed, the Supplier shall issue an invoice for the fees and the Client shall pay the fees within the agreed time period.

5.5. 
The Supplier reserves the right to stop Services and access to the Software in the event that the Client fails to pay fees within the agreed time.

5.6. If
you make a payment for our products or services through our website via a Credit/Debit Card, the details you are asked to submit will be provided directly to our payment provider via a secured connection.

5.7. 
We accept online payment using Visa and MasterCard credit/debit.

5.8.
Minors under the age of 18 shall are prohibited to financially transact in the Supplier’s websites and can only conduct transacts by parent supervision and by parents entering the Parent Control Password.

5.9.
For Credit/Debit Cards, the cardholder must retain a copy of transaction records and Merchant policies and rules.

5.10.
In the event that alterations to the standard Software or additional service are requested by the Client, the Supplier shall endeavour to undertake such requests at additional cost. Such charges will be provided in writing and agreed by both parties before execution.

5.11.
The amount of disk space is based on a fair usage policy. If the storage capacity as specified by Supplier is exceeded, the Client will be billed accordingly. Fair usage shall be defined as 1 GB per user and shall be reviewed for increase periodically.

6. Period, Renewal,
Termination of Agreement

6.1. 
This Agreement and therefore any Access to Software and Services is valid for the Contract Period defined in the proposal and/or invoice.

6.2. 
Renewal of the Contract Period shall be done two months prior to the expiry of the Contract Period.

6.3.
Supplier reserves the right to stop providing any particular Service at the end of the agreed Contract Period. Clients will be notified thereof by all available means at least one (1) month before access to the Service is definitively suspended and the Client will be able to receive all its data by the end of the contract period.

6.4.
The Client may choose to cancel the Agreement at any time subject to one month’s prior notice before its end date and/or renewal date, by contacting the Supplier in writing. The non-refund policy will be applicable under any circumstances. Refunds; if any; shall be done only through the Original Mode of Payment.

6.5.
Supplier reserves the right to unilaterally terminate the Agreement at any time if the Client does not comply with its contractual or legal obligations.

7. Warranties,
Obligations and Liabilities

7.1.
The Software is provided is “AS IS”. The Supplier warrants that the Software shall work in accordance to description under the Suppliers Specification Document for a period of 30 days after acceptance of this Agreement (“the Warranty Period”). Subject to Client reporting any material defect or instance of non-compliance, we will use our reasonable endeavours at all times to correct such defect or instance free of charge during the Warranty Period. It is assumed that if any errors exist, they will be identified in the Warranty Period. Any behaviour other than specified whether implied, suitable or desired by the Client is not covered and warranties are provided. Any requests not considered as non-compliance shall be treated as customisation requests and dealt with accordingly.

7.2.
The Supplier and its partners/suppliers disclaim and make no express or implied warranties and specifically disclaim the warranties of merchantability, fitness for a particular purpose and non-infringement of third-party rights. The entire risk as to the quality and performance of the Software is with you. Neither the Supplier nor its partners/suppliers warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free.

7.3.
The Supplier is not liable to the Client or to any third party for any lost revenues or profits, loss of date or any direct, indirect or consequential damages relating to the Software in any way, or for inability to use the Software neither for any reason nor for the use of data accessible via the Internet.

7.4. In
the event the Client comes across any bugs or misbehaviour in the Software or claims stating the Software infringes the right of any third party; the Client must immediately inform the Supplier. Such events should not be tackled technically or legally by the Client and any such attempt shall be a breach of this Agreement. Instead we undertake to remedy the matter in the shortest possible time.

7.5.
The Client agrees to indemnify the Supplier in the event that the Supplier suffers any loss, damage, fine or expenses as a result of unauthorized access to or any use or misuse of the Software because of any breach of any provision of this Agreement by the Client.

7.6.
The warranty given above is in place of any warranty or condition implied by statue, including, without limitation, any term of fitness for purpose or of satisfactory quality.

7.7. Supplier may not held liable for any of the following:

a. Viruses contaminating the Client’s Computer, the Client being responsible for protecting itself against viruses.

b. Malicious intrusion by third parties into the Services subscribed by the Client, despite reasonable security measure put in place by Supplier.

c. Fraudulent use of passwords, confidential codes or any confidential information that may affect the Client.

7.8. Service will be interrupted for software updates (for example, installation of new software, installation of a new version of software including important changes to the database, etc.) ideally no more than twice a month. If absolutely necessary, the Supplier reserves the right to interrupt service to carry out technical maintenance or improvement to ensure the proper operation of its Services irrespective of the time and duration of the intervention. Service interruptions do not give Clients the
right to claim for damages.

7.9. The Supplier undertakes to take all reasonable precautions to ensure the material protection of data. However, Supplier will not be liable for any loss of Client data.

7.10. In the event that Supplier was to be held liable for any reason, any compensation may not exceed the amount of services billed for the offending Product or Service.

7.11. The Client declares that it is fully aware of the risks and usage limits of the Internet.

8. Restrictions

8.1. Where applicable, to fight against spamming; where applicable; usage of Emails Transmitted through the Software is restricted by default to 500
outgoing emails per day. You can make a dedicated request to increase this quota.

9. Confidentiality

9.1.  The Supplier does NOT trade, sale or otherwise transfer to outside parties the Client’s personal identifiable information. This does not include trusted third parties who assist us in operating our website and apps, conducting our business or servicing you, so long as those parties agree to keep your information confidential. Specifically all credit/debit cards details will NOT be stored, sold, shared, rented or leased to any third parties.

9.2.
The Software; in order to provide specific functionality; allows sharing of data such as text messages, photos, videos and other material for the Client and Users related to the Client under the rules defined by the Specification Document. The Client agrees for Users of the system to share such information where applicable. However, the Client and the Users shall be responsible for the content being transmitted. Supplier shall not be liable for such messages of any other content controlled by the Users.

9.3.

The Client agrees to keep confidential all information received from
the Supplier including but not limited to our methods of working.

10. Client Obligations

10.1.
Client agrees that:

a. The Client and its staff will keep all aspects of the Software confidential;

b. The Client will not copy the Software or allow anyone else to copy it;

c. The Client will not make the Software available to anyone else.

d. The Client will not modify the Software or (except the extent permitted by law) disassemble, decompile or reverse engineer it.

10.2.
The Client agrees to pay the Suppliers Subscription fees in full, free of deduction, set off or counterclaim as per the payment terms.

10.3.
The Client hereby confirms that it has the necessary power, authority and ability to agree and execute the obligations in this Agreement.

10.4.
The Client is fully and solely responsible for the use of Login/Password necessary to use the Services to which it subscribes. Supplier will not be held liable for any illegal or fraudulent use of Login/Password made available to the Client. Login/Password and their disclosure are considered to be confidential.

10.5.
The Client must use the Software in accordance with the specifications as described in the Suppliers Specification Document.

10.6.
The Client acknowledges that it has verified that the Service is adequate for its needs and that it has received all necessary information and advice from Supplier to subscribe to this Agreement under all circumstances.

10.7.
The Client acts as an independent entity and consequently assumes all risks arising from its activity. The Client is solely responsible for the Services subscribed, the content of the information, data and files stored, transmitted, distributed or collected, their use and update.

10.8. The Client shall ensure that the Client’s employees and Users co-operate fully with the Supplier in relation to the provision of the Services.

11. Intellectual Property
(IP) Rights

11.1.
Client retain the IP rights in any database that you provide to us and Supplier will not use it for any purpose other than for Client’s benefit.

11.2.
Supplier or the original IP owner retains the IP rights in any deliverable that is provided to Client for its use. The Client shall have no claim of any nature to the IP Rights of the Software or Service or to any element of the processes used.

12. Force Majeure

For purposes of this Agreement, Force Majeure is defined as an unforeseen and/or inevitable event beyond the control of the Supplier such as, , including, but not limited to a Host failure, Acts of God, fire, lightning, etc. If force majeure prevents, restricts or disrupts the execution of the Agreement, or any of the Supplier obligations under this Agreement, Supplier will only be able to resume its obligations once the Force Majeure situation has ended.

Under all circumstances, the defaulting party suffering the Force Majeure must keep the other party informed of the likelihood of such Force Majeure ending or recurring.

13. General Provisions

13.1.
This Agreement supersedes all other previous offers and agreements concerning the same subject.

13.2.
If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall be unaffected.

13.3.
The Software Policies, Specification and Terms & Conditions may be changed or updated occasionally to meet the requirements and standards. Therefore the Client is encouraged to frequently visit these sections in order to be updated about the changes. You can find the latest version at http://www.solaripe.com/tnc.html and depending on the Software please visit one the relevant pages below:

http://www.okout.net/spec.html

13.4.
All of the provisions of this Agreement shall be severable and noprovision shall be affected by the invalidity of any provision of this Agreement.

13.5.
Supplier’s failure to invoke a particular clause of this Agreement at any given time, and/or the Client’s failure to execute a particular contractual obligation, cannot be interpreted as a waiver by the Supplier of its right to invoke any contractual clause or obligation. Notifications and communications in execution of this Agreement must be sent in writing.

13.6.
Any dates quoted for the provision or start of the Services is approximate only and Supplier shall not be liable for any delay in relation to the same howsoever caused.

13.7.
The Supplier will not issue any press release about this Agreement without Client’s prior approval. Unless otherwise agreed, Supplier may, however, mention publicly (including on its website) that Supplier is, or has been, involved in work for the Client.

13.8.
Client is not entitled to transfer or assign this Agreement without prior written consent from the Supplier. Supplier may assign or sub-contract this Agreement or any part.

13.9.
These services will not be provided to any of OFAC (Office of Foreign Assets Control) sanctions countries in accordance with the law of UAE.

13.10.
No waiver or any amendment to these terms shall be effective unless in writing and agreed by both parties.

13.11. All parties
agree to act completely under the laws of the territory(s) that they shall operate in, including but not limited to taxation laws.

13.12. Grammatical mistakes, typing errors, if any, shall not be regarded as
contradictions

13.13. The headings contained in this Agreement are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Agreement.

13.14  The
Client is bound by this agreement when the Client tick marks (checks) the box stating “We/I have read and agree with the Terms & Conditions” in the Supplier’s website.

14. Applicable Law and Jurisdiction

14.1. United Arab of Emirates is the Supplier’s country of domicile and this Agreement is governed by UAE Law.

14.2. Any dispute arising between the Parties in regard to any matter contemplated in this Agreement should be negotiated in good faith and resolved between the parties. Only thereafter, the parties can enter into a mutual agreement to appoint an arbitrator. The parties shall agree in writing upon a mutual arbitrator and if no consensus is reached in this regard, the dispute will be presented to the Dubai International Arbitration Centre. Any dispute or claim arising out of or in connection with the Service or Supplier’s website shall be governed and construed in accordance with the laws of UAE.