These Terms and Conditions, including the above Recitals, together with the applicable Order Form, Statement of Work (SOW), and any attachments and addendums thereof, constitute a legally binding agreement between the Customer and the Suppy Legal Entity stated on the Order Form ("Suppy"). These Terms and Conditions, the Order Form, and each applicable SOW will hereinafter be referred to together as the "Agreement". The specific Solutions, modules, services, deliverables, and commercial terms being licensed and/or provided by Suppy to Customer are set out in the Order Form and the relevant SOW(s), which form an integral part of this Agreement. For the purpose of the Agreement, references to "Affiliates" includes Suppy's administrators, successors-in-interest, permitted assigns and affiliates.
Terms &
Conditions
Suppy Master Solutions Agreement
Preamble
Whereas, Suppy is a SaaS solution provider, active in the field of digital transformation, offering proprietary software platforms and digital solutions — including but not limited to e-commerce, order management, loyalty, product information management (PIM), and related omni-channel solutions — to enterprises and retailers; and
Whereas, Suppy developed a number of proprietary software platforms, modules, and applications (collectively, the "Solutions"), which may be deployed as web applications, mobile applications, backend systems, and/or APIs, as further specified in the applicable Statement of Work and Order Form; and
Whereas, the Customer wishes to license from Suppy the Solutions identified in the applicable Order Form and Statement of Work, in order to deploy, operate, and manage its business functions under its own brand and in accordance with this Agreement;
Whereas, Suppy has accepted to license the Solutions to Customer on the terms set forth herein, and
Whereas, the Customer duly accepted the terms of this Agreement and signed the Order Form.
Now Therefore, acknowledging the receipt of adequate consideration and intending to be legally bound, the Parties agree as follows:
Contractual Relationship
Definitions
Grant of License
Suppy hereby grants to Customer a limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Solutions identified in the applicable Order Form and SOW, and any content, information, and related materials that may be made available to the Customer through the Solutions during the Term, solely for Customer's internal business purposes and for the operation of any Customer Application(s) as described in the applicable SOW (the "License").
Suppy reserves for itself all other rights and interests not explicitly granted under this Agreement. The License is limited to the Solutions and modules identified in the Order Form and the applicable SOW; it does not extend to any Solutions, modules, or features not expressly licensed thereunder.
Where the applicable SOW provides for white-label deployment, the Customer Application(s) subject to white-label deployment shall be branded under Customer's name and made accessible to end-users through the applicable channels specified in the SOW (including, as relevant, mobile application stores, web URLs, or APIs).
Customer shall not (i) reverse engineer, decompile, disassemble, decrypt, decode, or otherwise attempt to derive the source code from the Solutions or any other tool developed by Suppy; (ii) use the name or proprietary logo(s) of Suppy without Suppy's prior written consent; (iii) use the Solutions for any purpose other than as expressly authorized under this Agreement and the applicable SOW; (iv) use the Solutions in a manner that interferes with their operation or that of any third-party systems integrated therewith; (v) distribute, license, loan, sell, sublicense, or otherwise make available the Solutions or any Customer Application(s) to any third party, except as expressly permitted in the applicable SOW; (vi) modify, alter, or create any derivative works from the Solutions; (vii) remove, alter, or obscure any copyright, trademark, or other proprietary rights notices on or in the Solutions; (viii) link to, mirror, or frame any portion of the Solutions without prior written approval; (ix) copy, reproduce, adapt, translate, or otherwise attempt to replicate the functionality, design, or architecture of the Solutions; (x) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Solutions, or unduly burdening or hindering their operation; (xi) attempt to gain unauthorized access to or impair any aspect of the Solutions or their related systems or networks; or (xii) permit any third party to access or use the Solutions except as expressly authorized under this Agreement.
Services
Suppy shall provide the following services in connection with the configuration, deployment, and ongoing operation of the Solutions licensed to Customer under the applicable Order Form and SOW:
As per Section 3 above.
Where specified in the SOW, Suppy shall configure and customize the Solutions (including any Customer Application(s)) with the name, logos, and branding of Customer, and with the "look and feel" requested by Customer, as further specified in the applicable SOW. However, such customization shall not include the addition of functionality or the incorporation of new software modules unless mutually agreed in writing by Suppy and Customer via an executed SOW. The Customer agrees to the use of its name, brand, logo(s) and trademark(s) for the purpose of the Customization as well as to the use of its Intellectual Property defined under section 13.1 below by Suppy during the Term of this Agreement. Suppy acknowledges and agrees that this Agreement does not grant it any right to the Customer's Intellectual Property defined under section 13.1 below, except for the rights which are specifically conferred to it by this Agreement. The Customer hereby grants to Suppy a worldwide, non-exclusive, assignable, royalty-free license (with full right to sublicense) for the Term of the Agreement to use, reproduce, publicly display, exploit, modify, alter or integrate its Intellectual Property as are provided by the Customer to Suppy (whether directly or indirectly) or are uploaded by the Customer onto the Solutions, from time to time, for the purpose of providing the Services.
The Customer warrants, represents and undertakes that none of the content, information or related materials that it provides to Suppy under this Agreement, or that are uploaded by Customer onto the Solutions, will violate or infringe any third-party Intellectual Property Rights or any other third-party rights.
Suppy shall provide hosting for the Solutions through Microsoft Azure, Amazon Web Services, or Google Cloud Services, or another comparable hosting service, as specified in the applicable SOW.
For the duration of the Agreement only, and subject to the Customer's compliance with this Agreement, and in consideration of the Fees, Suppy grants the Customer a limited, non-exclusive, non-sub-licensable, revocable, non-transferable license to access and use the specific modules identified in the Order Form and SOW. The specific modules licensed to Customer, their permitted use cases, and any access or volume limitations are set out exclusively in the applicable Order Form and SOW. Modules not identified in the Order Form and SOW are not licensed hereunder.
The permitted use of each module is as further described in the applicable SOW, and may include without limitation:
- E-Commerce Platform: enabling online browsing, selection, and purchase of products or services by end-users, including catalogue display, cart management, checkout, and payment processing integrations;
- Order Management System (OMS): managing the end-to-end lifecycle of orders from receipt through fulfilment, including order routing, status updates, exception handling, and integration with fulfilment and logistics systems;
- Loyalty & Rewards Platform: managing Customer's loyalty programme, including points accrual, redemption, tier management, rewards catalogue, and campaign management;
- Product Information Management (PIM): centralizing and managing product data, attributes, digital assets, and catalogue content for distribution across sales channels;
- Content Management System (CMS): managing digital content, banners, pages, and promotional assets published across Customer Applications;
- Delivery & Fulfilment Management: managing last-mile delivery operations, driver/courier assignments, route optimization, and real-time delivery tracking;
- Additional Modules: any other module or feature set identified in the applicable SOW, licensed on the terms set out therein.
Suppy shall provide ongoing support and maintenance services in the manner described in the Order Form and applicable SOW, including response time SLAs and escalation procedures as specified therein.
Suppy may perform such additional services as (i) enhancing system functionalities and bug fixing, and (ii) as mutually agreed with the Customer in writing from time to time via an executed SOW for custom software development to enhance the functionality of the Solutions.
Functionality of Solutions
Suppy has demonstrated or made available documentation of the Solutions and any applicable Customer Application features to the Customer, and Customer hereby acknowledges the same. The specific functionality, features, and capabilities of the Solutions licensed to Customer are as set out in the applicable SOW and any product documentation provided by Suppy. The Customer acknowledges that the Solutions are a standard platform and that any feature requests or modifications outside the scope of the applicable SOW require a separately executed amendment or SOW.
Customer's Obligations
Customer shall:
- promptly notify Suppy of any defects, errors, or performance issues identified in the Solutions or related Services;
- implement updates, upgrades, or new versions of the Solutions reasonably recommended or required by Suppy for the proper functioning, performance, or security of the Services;
- use commercially reasonable efforts to operate and promote any Customer Application(s);
- notify Suppy at least seven (7) days in advance of any anticipated significant increase in traffic to the Solutions or Customer Applications (for example, marketing campaigns, flash sales, or other events likely to materially increase usage);
- comply with all applicable laws and regulations in connection with its use of the Solutions and the operation of any Customer Application(s);
- comply with the terms, policies, and requirements of any third-party services, networks, or platforms integrated with or accessed through the Solutions;
- maintain the confidentiality of all account credentials and access information associated with the Solutions and remain responsible for all activities conducted through its accounts;
- ensure that Authorized Users access and use the Solutions in accordance with this Agreement and the applicable SOW, with the Customer being fully responsible for all acts and/or omissions of Authorized Users;
- not use the Solutions to store, transmit, or distribute unlawful, infringing, harmful, or otherwise improper content, nor use the Solutions in a manner that violates applicable laws or third-party rights; and
- not attempt to access, interfere with, damage, disrupt, or compromise the Solutions, their infrastructure, or any related systems or networks.
Customer warrants, represents and undertakes that it has, and will maintain, all necessary licenses, permits, and approvals required for its use of the Solutions and for the operation of its business in each Territory. If any such license or permit is revoked, expires, or is terminated for any reason whatsoever, Customer will promptly notify Suppy in writing.
Fees
Customer shall pay Suppy the Fees listed in accordance with the payment terms specified on the Order Form.
The Customer acknowledges that the payment amounts under this Agreement do not include Taxes, and Customer shall pay all Taxes applicable to payments between the Parties under this Agreement (excluding Suppy's own taxes on its income), including but not limited to the Agreement stamp duty, and applicable Value Added Tax. The Customer further acknowledges and agrees that it is responsible for taxes on its own income arising from the conduct of its business operations.
Representations
Customer warrants and undertakes that: (a) it is duly formed and registered and validly existing under the laws of its jurisdiction of incorporation or formation; (b) it has the power and authority to enter into and perform its obligations under this Agreement and each of the other documents referred to in this Agreement to which it is a party, and the entry into, and performance of its obligations under, this Agreement and any other document to which it is a party, have been duly authorized and are within its corporate power, and constitute binding obligations on it in accordance with their terms; (c) it has all necessary consents, licenses and approvals in connection with the entry into and performance of its obligations under this Agreement; and (d) its entry into this Agreement and performance of its obligations under this Agreement will not violate or conflict with, or exceed any limit imposed by: (i) any law or regulation to which it is subject; (ii) its constitutional documents; or (iii) any other agreement, instrument or undertaking binding upon it.
Customer further represents and warrants that it is solely responsible for the products, services, and content offered or made available through any Customer Application(s) or via the Solutions, and that such products, services, and content comply with all applicable laws and regulations in the jurisdictions in which they are marketed, sold, or otherwise made available.
Warranties
Suppy warrants that all Services will be performed in a good and workmanlike manner. In the event Customer believes that Suppy is in violation of this limited performance warranty, Customer shall notify Suppy and Suppy shall use reasonable efforts to correct any error or defect in a timely manner as per section 4.5 of these Terms and Conditions.
In General. Suppy warrants that Customer's use of the Solutions as anticipated by this Agreement will not infringe on the rights of any third party.
Exceptions. The warranty under this section shall not apply to infringement on the rights of any third party caused by (i) Customer's modification or use of the Solutions other than as contemplated by the Agreement and the applicable SOW; (ii) Customer's failure to use corrections or enhancements made available by Suppy to the extent that such corrections or enhancements would make the Solutions non-infringing; or (iii) information, specification or materials provided by Customer or third party acting for Customer.
Suppy shall use commercially reasonable efforts to conduct its business, and develop and maintain the Solutions, in compliance with all Applicable Laws, rules and regulations.
Except for the warranties set forth in sections 9.1, 9.2, and 9.3, the Solutions — including any accompanying manuals, documentation, and other materials if any — and the Services, are provided by Suppy "as is" and "as available" without warranty express, implied or statutory of any kind not expressly set out in this Agreement, including the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty that the Solutions will be error-free or operate without interruption, or that the Solutions will meet the Customer's requirements. In addition, Suppy and its Affiliates make no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Solutions or any services or products requested through their use, or that the Solutions will be uninterrupted or error-free. Any warranties implied by law, by the course of dealing between the Parties, or otherwise, are hereby excluded to the fullest extent permitted by law.
Confidentiality
Included Information. For purposes of this Agreement, the term "Confidential Information" means all confidential and proprietary information of a Party or its Affiliates, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) security codes, (v) software and/or source codes from, derived, or related to the Solutions, and (vi) all documentation and information provided by Suppy, including product roadmaps, SOWs, implementation methodologies, and technical architecture documentation.
Excluded Information. For purposes of this Agreement, the term "Confidential Information" shall not include (i) information already known or independently developed by the recipient without the use of any Confidential Information, or (ii) information known to the public through no wrongful act of the recipient, or (iii) information lawfully obtained from a third party without breach of any confidentiality obligation.
Confidentiality Obligations. During the Term and at all times thereafter, neither Party shall disclose Confidential Information of the other Party or use such Confidential Information for any purpose other than in furtherance of this Agreement. Without limiting the preceding sentence, each Party shall use at least the same degree of care in safeguarding the other Party's Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a Party may disclose Confidential Information (i) if required to do by legal process, provided that such Party shall notify the other Party in writing prior to such disclosure so that such other Party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required in the operation of such Party's business.
During the Term of this Agreement and for a period of Two (2) years thereafter, neither Suppy nor Customer shall hire, solicit for hire, or directly or knowingly indirectly use the services of any Employee of the other Party without the prior written consent of such other Party. For purposes of this section, a person shall be deemed an "Employee" of a Party if such person has provided services to such Party as an employee or independent contractor at any time within the preceding twelve (12) months.
The Parties acknowledge that a breach of this section 10 will cause the damaged Party great and irreparable injury and damage, which cannot be reasonably or adequately compensated by money damages. Accordingly, each Party acknowledges that the remedies of injunction and specific performance shall be available in the event of such a breach, in addition to money damages or other legal or equitable remedies.
This section shall survive the termination or expiration of the Agreement.
Responsibility for Operation of the Solutions
The Parties agree that Customer, and not Suppy, is solely responsible for the operation of any Customer Application(s) and for its use of the Solutions. The role of Suppy is strictly limited to licensing the Solutions to Customer, providing Customization and implementation services as described in the applicable SOW, and providing the Services. Suppy does not act as a fiduciary, business or legal advisor, or co-venturer. Customer is solely responsible for ensuring that its use of the Solutions and any Customer Application(s) is conducted in accordance with applicable laws, for monitoring the content displayed or processed through the Solutions, for establishing the terms of its relationships with end-users, and for its business operations generally. Suppy is not responsible for any information or content uploaded, transmitted, displayed or published by Customer or its end-users through the Solutions.
Term and Termination
The Term of the Agreement is defined in the Order Form.
This Agreement may be terminated at any time without giving written notice if either Party fails to perform any of its material obligations hereunder and such failure continues for thirty (30) days following its receipt of a written notice from the non-breaching Party. For these purposes (i) any obligation of Customer to pay any amount to Suppy shall be treated as a material obligation, and (ii) if Customer fails to make a required payment by the due date on more than three (3) occasions during any period of twelve (12) months, Suppy may (but shall not be required to) immediately terminate this Agreement by giving written notice of termination to the Customer, without need to give notice of such failure or any additional failure.
Customer may terminate this Agreement by giving at least ninety (90) days' notice to Suppy if it discontinues the business activities using the Solutions. Suppy may terminate this Agreement by giving at least ninety (90) days' notice to Customer if it discontinues providing its Solutions to all of its customers.
If either Party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, or other similar event, the other Party may terminate this Agreement with immediate effect.
The Parties may not terminate this Agreement except as provided in section 12 of the Terms and Conditions herein.
Payment Obligations. On the expiry or termination of this Agreement, each Party shall pay any amounts it owes to the other Party, including payment obligations for services already rendered, work already performed, or expenses already incurred. Except as expressly stated in this Agreement, all fees paid are non-refundable.
Termination of License Grant. On the expiry or termination of this Agreement, the License granted under this Agreement will terminate with immediate effect, and Customer shall have no further rights in or to the Solutions or any Customer Application(s), except for the Customer's Intellectual Property defined under section 13.1 of the Terms and Conditions.
Mitigation of Liability. On the expiry or termination of this Agreement, the Parties will take all possible action to mitigate any liabilities which may arise as a result of such termination.
Cessation of Performance. On the expiry or termination of this Agreement, the Parties will cease performance of their respective obligations, except as otherwise provided in this Agreement.
Return of Suppy Property. On termination or expiry of this Agreement, or on Suppy's request, Customer shall: return to Suppy all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from Suppy; destroy all copies of Suppy's information, documents, equipment, files, and other property, including Intellectual Property, it made; and on Suppy's request, certify to Suppy in writing that it destroyed all these copies.
Return of Customer Property. On termination or expiration of this Agreement, or on Customer's request, Suppy shall return to Customer all of the Customer's Intellectual Property as defined under section 13.1 below, and Customer Data, and then shall destroy all copies it still holds of Customer's Intellectual Property and Customer Data, except where the retention of such information or data is required by Applicable Laws.
The termination or expiry of this Agreement shall be without prejudice to the rights and remedies of either Party which may have accrued under this Agreement or Applicable Law up to the date of termination or expiry thereof.
Upon expiry or termination of the Agreement, the obligations which by their nature are intended to survive expiry or termination of the Agreement shall survive.
Ownership of Intellectual Property
Customer is the exclusive owner of its name, logo(s), trademarks, domain names, URLs and any application store registered under Customer's developer name.
Suppy is the exclusive owner of the Solutions and all modules, applications, APIs, tools, and related systems comprised therein, and of all the Intellectual Property Rights associated therewith, including but not limited to software and copyrights, trademarks and service marks, trade secrets and confidential know-how, patents and patent applications, and websites and internet domain name registrations, and all of the content displayed on or generated by the Solutions, including product images, descriptions, catalogue structures, algorithms, data models, and any item hierarchy or configuration delivered by Suppy, even if Suppy incorporates into the Solutions suggestions made by Customer. All Intellectual Property Rights in and to the Solutions, the Services, the Customizations, and the Derived Data, shall belong to and remain vested in (or automatically upon creation shall vest in) Suppy. Except for the License granted to the Customer in section 3 of the Terms and Conditions, nothing in this Agreement grants to the Customer any rights to or in any Intellectual Property Rights in the Solutions.
The Solutions and all rights therein are and will remain Suppy's property or the property of Suppy's licensors. Neither this Agreement nor the Customer's use of the Solutions conveys or grants to the Customer any rights: (a) in or related to the Suppy's Confidential Information, Suppy's Intellectual Property, Suppy's data, or the Solutions, as applicable, except for the limited license granted above; or (b) to use or reference in any manner Suppy's company names, logos, product and service names, trademarks or services marks or those of Suppy's licensors; or (c) except for the limited license granted above, to any Intellectual Property Rights that are owned by or licensed to Suppy prior to the commencement date of this Agreement, which will be owned by and remain the property of and vested in Suppy and Suppy's licensors.
Without prejudice to section 13.2 and 13.3 above, to the extent that the Customer's or any end-user's use of the Solutions results in any modifications, adaptations, developments, or any derivative works of or to the Solutions, including any Customizations ("Improvements"), then notwithstanding any rights or remedies of Suppy provided under this Agreement, any and all Intellectual Property Rights in and to such Improvements shall immediately vest in and be owned by Suppy.
The Customer hereby assigns with full title guarantee, free of all encumbrances and in the case of copyright, by way of a present assignment of future copyright, all of the Intellectual Property Rights that arise, or are created or developed by Suppy or are adapted from Suppy's Intellectual Property Rights in connection with this Agreement upon creation, together with the right to sue for past infringement of the Intellectual Property Rights.
Suppy may, but shall not be required, to advertise that Customer uses the Solutions.
Suppy may, but shall not be required to, display a "Powered by Suppy" mention on any Customer Application(s), subject to the white-label terms specified in the applicable SOW.
This section shall survive the termination or expiration of the Agreement.
Customer Data and Derived Data
- The Customer shall own all right, title and interest in and to all the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.
- The Parties acknowledge and agree that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and Suppy is the Data Processor of the Personal Data.
- The Customer warrants and represents that it has the authority, including all necessary rights, licences, and permissions, to upload and use, and to permit Suppy to use and process, the Customer Data in accordance with this Agreement.
- The Customer hereby grants to Suppy a worldwide, non-exclusive, irrevocable, royalty free licence during the Term to use the Customer Data for the purpose of providing the Services, always in accordance with the Data Protection Legislation.
- The Customer acknowledges that Suppy may use the Customer Data to improve the performance and functionality of the Solutions and to develop improvements, updates, upgrades, modifications, or derivative works thereof which shall constitute Improvements (as defined in section 13.4 of the Terms and Conditions).
- Suppy may track and analyse the Customer's and end-users' use of the Solutions for the purposes of security, monitoring system performance, and improving the Services, including monitoring and analysing trends, usage, and activities relating to the Solutions, provided that any Personal Data used to derive Derived Data is anonymized.
- Personal Data shall be deemed Confidential Information. If any of Suppy's personnel are authorized to process Personal Data, Suppy will only allow them to do so where they are bound by a contractual or statutory obligation of confidentiality. Suppy will ensure that there are appropriate physical, technical, and organizational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure, or access.
- Suppy will: (a) promptly notify the Customer in the event of any actual or suspected security breach, unauthorized access, misappropriation, loss, damage, or other compromise of the security, confidentiality, or integrity of Personal Data processed by Suppy or a sub-processor ("Security Breach"); and (b) take steps to mitigate the Security Breach and harm to Data Subjects and provide full and prompt cooperation relating to the Security Breach as requested by the Customer.
- Suppy will ensure that its sub-processors agree to adhere to terms that are at least as protective as this section 14 of these Terms and Conditions and will be responsible for all acts and omissions of any Third Party who is processing Personal Data on its behalf.
- Suppy will provide the Customer with full and prompt cooperation and assistance in relation to any complaint, communication or request received from a Data Subject or regulator. Without limiting the generality of the foregoing, taking into account the nature of the processing, Suppy will assist the Customer by taking appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests for exercising the Data Subject's rights laid down by the applicable Data Protection Legislation.
- Suppy will, at the Customer's choice, delete or return to the Customer all Personal Data after the end of the provision of the services and delete existing copies unless applicable law requires storage of the Personal Data.
- The Customer shall indemnify and hold harmless Suppy from and against all losses, damages, liabilities and claims, arising from or in relation to any third-party claim that the processing and use of the Customer Data in accordance with this Agreement infringes or misappropriates any third-party Intellectual Property Rights or breaches Data Protection Legislation.
14.13.1 The Customer, as controller of the Personal Data, represents, warrants and covenants to Suppy that it is in compliance, and shall remain in compliance during the whole duration of this Agreement, with all applicable Data Protection Legislation, and any applicable industry standards relating to privacy and data security.
14.13.2 For the avoidance of doubt, Suppy shall not be liable for any claims, demands, costs, expenses, damages and any other liability whatsoever by Third Parties (including any Customer's clients and employees), arising directly or indirectly from non-compliance of the Customer or any of its Affiliate with its obligations under this section 14.13.
Suppy shall take appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against all other unlawful forms of processing. Those measures shall include, where appropriate:
- ensuring that any of its employees or agents or other persons to whom it provides access to Personal Data are obliged to keep it confidential;
- the use of pseudonymization and encryption of Personal Data;
- measures to ensure the ongoing confidentiality, integrity, availability and resilience of Suppy's systems and services;
- the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and
- a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of Personal Data.
14.15.1 For the avoidance of doubt, nothing in this section 14 shall prevent Suppy from using anonymized, or non-personal data, obtained in the context of this Agreement, or from the Customer's or end-users' usage of the Solutions for its business purposes, such as data analysis, audits, developing new products and services, providing studies and analysis, enhancing its Solutions, improving its services and identifying usage trends.
14.15.2 Where Suppy wishes to publish any data analysis, it shall have the right, which the Customer hereby grants to Suppy, to mention the Customer's name as a contributor and provider of the non-personal data used in such data analysis.
Limitation of Claims and Damages
Suppy shall not be liable to the Customer under any circumstances (even if this Agreement is terminated) for any consequential, special, incidental, punitive or indirect losses or damages (including without limitation loss of profit, goodwill, revenue, business opportunity, or business advantage), whether based upon a claim or action of tort, or contract, warranty, negligence, strict liability, breach of statutory duty, contribution, indemnity or any other legal theory or cause of action, even if advised of the possibility of such damages.
Suppy's total liability under or relating to this Agreement, regardless of the cause or form of action, and whether before or after its termination, shall not exceed the total of all amounts paid to Suppy by the Customer under this Agreement during the three months preceding the date upon which the related claim was notified to Suppy.
This section shall survive the termination or expiration of the Agreement.
Indemnification by Customer
It is agreed and understood that the Personnel (which for avoidance of doubt includes the Customer's authorized service partners and its Personnel) are not Suppy's employees.
The Customer agrees to indemnify and hold Suppy, its Affiliates and their officers, directors, managers, employees, licensors, service providers, and agents harmless from any and all claims, demands, losses, liabilities, costs, and expenses (including attorneys' fees) arising out of or in connection with the Customer's and/or Personnel's: (a) use or operation of the Solutions or any Customer Application(s); (b) marketing, sale or provision of products or services through or in connection with the Solutions; (c) breach or violation of this Agreement or any applicable SOW; (d) violation of the rights of any third party; (e) any tax claims relating to the Customer's business activities or the products or services provided by the Customer and/or Personnel; or (f) claims that the Personnel do not have the necessary employment or residence permits to carry out activities in the Territory.
This section shall survive the termination or expiration of the Agreement.
Miscellaneous
No Relationship. Nothing in this Agreement creates any special relationship between the Parties, such as a partnership, joint venture, or employee/employer relationship between the Parties. No Authority. Neither Party will have the authority to, and will not, act as agent for or on behalf of the other Party or represent or bind the other Party in any manner.
No amendment, modification, or waiver of any provision of this Agreement shall be binding unless in writing and signed by the Party against whom the operation of such amendment, modification, or waiver is sought to be enforced. No delay in the exercise of any right shall be deemed a waiver thereof, nor shall the waiver of a right or remedy in a particular instance constitute a waiver of such right or remedy generally.
If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
The Parties' obligations under sections 10.1, 10.2, 10.3, 12.7, 13, 14, 15, 16, and 17 of these Terms and Conditions will survive the termination, or expiration of this Agreement.
Method of Notice. The Parties shall give all notices and communications between the Parties in writing by (i) personal delivery, (ii) a nationally recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, or (iv) electronic mail to the Party's address specified in this Agreement, or to the address that a Party has notified the other to be that Party's address for the purposes of this section.
Receipt of Notice. A notice given under this Agreement will be effective on: (i) the other Party's receipt of it; or (ii) if sent by e-mail (with confirmation of transmission), on the same day if sent during normal business hours of the receiving Party, and on the next business day if sent after normal business hours of the receiving Party; or (iii) if mailed, the earlier of the other Party's receipt of it and the fifth business day after mailing it.
This Agreement is governed by and construed in accordance with the laws of the United Arab Emirates, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to the Customer's region. Each Party hereby consents to the exclusive jurisdiction of the Dubai Courts, and agrees that, subject to section 17.7 of the Terms and Conditions, all disputes arising from this Agreement shall be prosecuted before such courts.
17.7.1 The following procedure shall be followed in the event of a dispute arising from this Agreement:
- The principals (chief executive officers, or general manager, or individual having the necessary powers to engage the Party) of Suppy and Customer shall speak directly concerning the dispute.
- If the principals are unable to resolve the dispute, then within ten (10) business days the Parties shall exchange written summaries of their respective positions, containing such information and/or proposals as they may determine in their sole discretion, and thereafter meet or speak by telephone to attempt to resolve the dispute. Such summaries shall be deemed in the nature of settlement discussions and shall not be admissible in any further proceeding.
- If the principals are still unable to resolve the dispute, they may, but shall not be required to, participate in non-binding mediation conducted by a single neutral mediator chosen by the Parties.
- If the principals elect not to participate in mediation or are unable to resolve the dispute in mediation, they may file a lawsuit.
17.7.2 Exceptions. Section 17.7.1 shall not apply to (i) situations in which the failure to immediately file a lawsuit would materially prejudice the interests of either Party, or (ii) any dispute following the inability of the Parties to resolve a previous dispute by following such procedures.
Neither Suppy nor Customer may assign its rights or obligations under this Agreement without the prior written consent of the other. Notwithstanding the preceding sentence, a Party may assign its interest in this Agreement to a person acquiring (by sale, merger, reorganization, or otherwise) substantially all of the transferor's assets or business, provided that (i) the transferee agrees to assume and perform all obligations of the transferor for periods following the transfer, (ii) the transferor remains liable for all obligations prior to the transfer, and (iii) in the case of a transfer by Customer the transferee shall not be engaged in the business of developing, marketing, or supporting a software solution in competition with the Solutions. By exception to the above, Suppy may assign its rights and obligations under this Agreement to any of its Affiliates.
The language of this Agreement shall be construed in accordance with its fair meaning and not for or against any Party. The Parties acknowledge that each Party and its counsel have reviewed and had the opportunity to participate in the drafting of this Agreement.
Neither Party shall be entitled to recover damages or terminate this Agreement by virtue of any delay or default in performance by the other Party (other than a delay or default in the payment of money) if such delay or default is caused by Acts of God, government restrictions or acts or requirements (including the denial or cancellation of any export or other necessary license), regulatory changes/actions, cloud server issues, cyberattacks, hacking, health epidemic or pandemic, wars, explosions, insurrections, fire, flood, terrorism, embargos, strikes or other labour disputes, unavailability of materials and/or components or civil commotion, and/or any other cause beyond the reasonable control of the Party whose performance is affected; provided that the Party experiencing the difficulty shall give the other prompt written notice following the occurrence of the cause relied upon, explaining the cause and its effect in reasonable detail. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
Original signatures transmitted and received via electronic transmission of a scanned document (via secure email or an electronic signature service such as provided by DocuSign or PandaDoc) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that or an original signature.
This Agreement shall inure to the benefit of the respective heirs, legal representatives and permitted assigns of each Party, and shall be binding upon the heirs, legal representatives, successors and assigns of each Party.
Any period of days mandated under this Agreement shall be determined by reference to calendar days, not business days, except if provided otherwise, and except that any payments, notices, or other performance falling due on a Saturday, Sunday, or bank holiday shall be considered timely if paid, given, or performed on the next succeeding business day.
These Terms and Conditions, together with the Order Form and all applicable Statements of Work (SOWs), constitute the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In the event of any conflict between these Terms and Conditions and a SOW, the SOW shall prevail solely with respect to the subject matter of that SOW.