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Terms

Software Terms: Design, Resale and Licensing

Draft for legal review. Not in force.

DRAFT, NEEDS LEGAL REVIEW. Not yet in force. Not a live offer.

For software design (custom builds) and for resale of third-party software, subscriptions and licences.

1. Two kinds of software supply

  1. Custom software: code, configuration or systems we design and build for you under a statement of work.
  2. Resold software: licences, subscriptions or keys made by others that we pass to you. The maker's licence terms bind you directly, and we only act as the reseller.

2. Resold software and licences

  1. A licence is the right to use, not ownership. You must accept the maker's end-user terms before use. We show them or link them on the quote. Accepting delivery or activating the licence means you accept them.
  2. We pass through the maker's warranty, support and service levels as they are. We do not add to them. We make no promise that software is error free or fits your purpose.
  3. Licence keys, accounts and download rights are supplied electronically to the contact you name. Delivery is complete when the key, account or access is made available.
  4. Digital goods are non-returnable once keys are issued or access is activated, except where the maker allows a refund and passes it to us, or the licence is defective and cannot be activated after our reasonable effort.
  5. Subscription terms: the term, seats, metrics and renewal date are on the quote. Subscriptions do not renew automatically through us. We send a renewal quote about 60 days before expiry; the maker may auto-renew some products, and where so we tell you at quotation.
  6. Seat changes: adding seats mid-term is co-termed to the end date and charged pro rata. Reducing seats mid-term is not refundable unless the maker allows it.
  7. Compliance: you must use only the licensed quantity and metric. The maker may audit you. If an audit finds under-licensing, you buy the shortfall at the maker's price plus any fees the maker charges, and we may pass these on.
  8. Transfers: licences cannot be transferred, shared or resold without the maker's consent and our written approval.
  9. Price changes by the maker are passed on from the next renewal. Currency movements between quote and invoice may be passed on if the quote says so.
  10. Maker discontinuation: if a maker withdraws a product during your term, we pass on whatever credit or substitute the maker gives. We owe nothing further.

3. Custom software we build

  1. Scope, deliverables, milestones, acceptance tests, price and timetable are in a statement of work (SOW). Changes follow a written change request with its own price and time effect.
  2. You provide timely access, information, decisions and test data. Delay by you extends dates and may add charges.
  3. Acceptance: you test each deliverable within 10 working days of delivery against the agreed tests. Silence, or live use, is acceptance. Faults against the SOW are fixed by us within a reasonable time; minor issues do not block acceptance.
  4. Warranty: for 90 days after acceptance we fix reproducible defects against the SOW at no charge. This does not cover changes you or others make, third-party components, or use on unsupported systems.
  5. Ownership: when you have paid in full, you own the code written for you specifically, except our pre-existing tools, libraries, frameworks and know-how ("Background Materials"), for which we give you a non-exclusive, perpetual, internal-use licence as part of the deliverable. We may reuse general skills and non-confidential methods.
  6. Open source: deliverables may include open-source parts under their own licences. We list them on request. Those licences govern those parts.
  7. Third-party services (hosting, application interfaces, payment gateways, messaging) have their own charges and terms; you pay these unless the SOW says we do.
  8. Source code escrow or handover can be agreed in the SOW at extra cost.

4. Support and maintenance

  1. Support is sold separately by plan and stated on the quote, with hours, response times and channels. Unless a plan says otherwise, support hours are 09:00 to 18:00 Gulf Standard Time on UAE working days.
  2. Response targets (first reply): critical (service down) 4 working hours; high 1 working day; normal 2 working days; low 5 working days. Targets are not fix times.
  3. Support covers faults and how-to questions on the supported version. Upgrades, training, new features and on-site work are extra.

5. Security, acceptable use and export

  1. You will not use software to break laws, attack systems, reverse engineer (beyond what the law allows), remove notices, or build a competing product from it.
  2. You are responsible for your users, passwords and keys. Tell us at once of any breach.
  3. Software and technology are subject to export and sanctions control. Section 12 of the General Terms applies. Some products need an end-user statement before we release keys.

6. Liability for software

  1. Our liability is as in the General Terms. For resold software our liability is limited to the fees we received for the affected licence for the affected period, and any remedy comes mainly from the maker.
  2. We are not liable for data loss. You must keep your own backups.