SEDCO’s Terms and Conditions

Last Updated 22^nd December 2024

The following terms and conditions (hereinafter called ‘agreement’) defines the entire agreement between you as a business (hereinafter referred to as ‘customer’ or ‘you’), and Systems and Electronic Development FZCO hereinafter referred to as ‘SEDCO’ or ‘we’. 

The following terms and words shall have the meanings as defined below:

1. Customer: A business that is using SEDCO platform as a service.
2. End User: This is a customer of the business that is using SEDCO platform as a service.
3. Platform or SEDCO Platform: SEDCO’s software which is made available for use by customers, their employees, and end users against certain subscription fees.
4. Service: services provided by SEDCO to customer as part of customer’s subscription plan
5. Subscription: the right given to customer to use SEDCO’s platform with certain features and for a certain duration, and also to get certain services from SEDCO depending on Subscription plan.
6. Subscription Plan: A set of software features and services with certain quantities and for a certain period as configured at the time of subscription.

 

2. Acceptance of Agreement
   1. By signing up an account to use SEDCO platform and services, customer agrees on all the terms and conditions mentioned in this agreement. The person who is reviewing this agreement, warrants that he or she is authorized to revise and accept this agreement on behalf of his/her business.
   2. SEDCO has the right to change the terms and conditions of this agreement from time to time. Some of these changes are to fulfill certain governmental and non-governmental requirements and standards. In case of any changes to this agreement, SEDCO will notify customer before implementation of these changes. In case customer does not agree to any of these changes, they should stop using the service immediately.
   3. Customer guarantees that their employees and end users are aware and compliant with the terms and conditions of this agreement as applicable to them, and should take all necessary actions to enforce and make sure they are in compliance with this agreement. 

 

3. Terms of Use
   1. Customer has nonexclusive and nontransferable right to electronically access and use SEDCO platform and get services in accordance with the subscription plan and the terms and conditions of this agreement.
   2. Customer agrees not to use SEDCO’s platform for illegal purposes or for illegal business.
   3. Customer acknowledges that SEDCO services cannot be provided to OFAC-sanctioned countries.
   4. Customer, or customer representative who is agreeing to this agreement confirms that he or she is above 18 years old. Customer acknowledges that minors, who are under 18 years old, cannot register and use SEDCO’s services.
   5. Customers must retain copies of transaction and payment records and adhere to SEDCO’s policies and rules as well as third party payment gateway policies and rules.
   6. Customer is responsible for maintaining the confidentiality of their account(s). 
   7. Any purchase, dispute or claim arising out of or in connection with this agreement shall be governed and construed in accordance with the laws of UAE.
   8. Customer’s subscription is not transferrable to other third party. Customer should not give access to SEDCO platform to any third party.

 

4. Term and Termination
   1. This Agreement begins on the date the customer first signs up for an account for using SEDCO’s services and shall be in full force and effect until it is terminated by customer or SEDCO as described below.
   2. Customer can terminate this agreement by giving SEDCO a 30-day notice. Notices should be sent to SEDCO through the subscription portal after login. Please make sure to receive a confirmation of this notice by e-mail with a notice number.
   3. Customer can terminate this agreement anytime if SEDCO is in breach of any of terms and condition of this agreement, AND giving SEDCO a one-week notice to rectify the breach. Notices should be sent to SEDCO through the subscription portal after login. 
   4. SEDCO can terminate this agreement anytime if customer is in breach of any of the terms and conditions of this agreement. 
   5. In case of termination of this agreement for any reason, any due payments should be paid by customer immediately in full.

 

5. Subscription
   1. Customer can register and subscribe for using SEDCO platform and services.
   2. SEDCO will activate the platform for use by the customer within 48 working hours after receiving the subscription fees.
   3. Customer is responsible for configuration and administration of SEDCO platform in accordance with the guidelines and documentation provided on the platform.
   4. Subscription will be automatically renewed at the end of the subscription period unless customer cancels its subscription by sending a 30-day notice to SEDCO. 
   5. Payment for the next subscription period should be made to SEDCO before the end of the current subscription period. Otherwise, SEDCO will disable customer’s access to platform.
   6. Within the subscription period, customer agrees, and SEDCO will list customer name and logo within SEDCO’s FastServ mobile app, so that end users can use the platform.
   7. Customer can change its subscription plan anytime. New fees will be applicable from the time of changing the subscription plan.

 

6. Payments and Cancellation
   1. Customer is responsible for paying subscription fees in accordance with the payment methods and currencies appearing on SEDCO’s website.
   2. The displayed price and currency at the checkout page, will be the same price and currency printed on the Transaction Receipt and the amount charged to the card will be shown in your card currency.
   3. Once you make a payment, a confirmation receipt will be sent to your registered e-mail address.
   4. Upon receiving payment, SEDCO will activate your account until the next billing cycle. No refund of paid amount will be applicable.
   5. Cancellation Policy: You can cancel your subscription anytime. In this case, SEDCO will not send you an invoice for the next billing cycle and your account will be deactivated on the date of the next billing cycle. If you cancel in the middle of a subscription period, SEDCO will not refund the value of the remaining subscription period.

 

7. Privacy and Data Protection
   1. Data Processing: As part of providing services under this agreement, SEDCO collects, stores, and processes, certain necessary personal and business information related to customer in its databases. The same applies to data related to end users and their use of the platform. The following terms and conditions are applicable to this data.
   2. Data Security: SEDCO will implement and maintain industry-standard security measures, including encryption, access controls, and secure storage, to protect data from unauthorized access, disclosure, or breach. However, customer acknowledges and agrees that no method of transmission or storage of data is completely secure and that SEDCO will not be liable for unauthorized access to the data except in cases of gross negligence or willful misconduct.
   3. Data Access and Ownership: Customer retains ownership of all personal data and other proprietary information provided to SEDCO in connection with the services. SEDCO will not access or use the data for any purpose other than as necessary to provide the services under this Agreement, unless required by law.
   4. Customer Responsibilities: The Customer is responsible for ensuring that it has obtained all necessary consents and legal rights to provide personal data to SEDCO for processing in accordance with this Agreement. The Customer warrants that its use of the SEDCO Platform and services will comply with all applicable data protection laws and regulations.
   5. Credit/debit card details will NOT be stored or processed by SEDCO platform. At the time of payment, SEDCO will direct the customer to a third party payment gateway provider. SEDCO is not responsible for customer’s use of the gateway provider. Customer’s use of payment gateway is a separate agreement between customer and payment gateway provider whose terms and conditions appears on the website of the payment gateway provider. Customer should review and accept the terms and conditions of the payment gateway provider.
   6. SEDCO is not responsible for the privacy policies of websites to which it links. If you provide any information to such third parties different rules regarding the collection and use of your personal information may apply. You should contact these entities directly if you have any questions about their use of the information that they collect.

 

8. Intellectual Property Rights
   1. Ownership: All intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, and patents, in and to SEDCO platform software, documentation, and any modifications, enhancements, or derivative works, whether created by SEDCO or customer, are and shall remain the sole and exclusive property of SEDCO. Customer acknowledges that the Software is licensed, not sold, and nothing in this Agreement shall be construed as a transfer of ownership of any intellectual property rights.
   2. Customer’s Rights: Subject to the terms and conditions of this Agreement, SEDCO grants the customer a non-exclusive, non-transferable, revocable license to use the platform strictly in accordance with the terms set forth in this Agreement. Customer shall not acquire any ownership rights to the Software or any intellectual property rights therein.
   3. Customer shall not: 
      1. Modify, adapt, translate, reverse engineer, decompile, or disassemble the SEDCO platform Software. 
      2. Remove or alter any proprietary notices, labels, or marks on the platform Software.
      3. Use the Platform Software for any purpose other than as expressly permitted under this Agreement.
   4. Third-Party Infringement Claims: In the event of any third-party claim alleging that the Platform Software infringes upon any intellectual property right, SEDCO may, at its sole discretion, either (i) modify the Software to make it non-infringing, (ii) obtain a license for continued use of the Software, or (iii) terminate customer’s rights under this Agreement with a pro-rata refund of any prepaid fees for the unused portion of the license.

 

9. Notices
   1. In case you need to send a legal notice to SEDCO, you need first to login to your account and send notice from the subscription portal. Make sure to receive an acknowledge e-mail as a proof of receiving the notice by SEDCO.
   2. SEDCO will send legal notices to you by sending an e-mail to your registered e-mail.

 

10. Limitation of Liability
    1. SEDCO does not guarantee that its service will be 100% available without interruption and without errors. SEDCO shall not be liable for any loss of business or other damages claimed by the customer or its end users due to any such interruption or errors. In such cases, SEDCO shall exert all its efforts to limit down time and solve errors.
    2. Exclusion of Damages: In no event shall SEDCO be liable to customer or its end users for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, loss of business, loss of data, business interruption, or costs of procurement of substitute goods or services, arising out of or related to the use of, or inability to use, SEDCO’s platform and Services, even if SEDCO has been advised of the possibility of such damages.
    3. Cap on Liability: SEDCO's total cumulative liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall in no event exceed the total amount of fees paid by customer to SEDCO during the twelve (12) months immediately preceding the event giving rise to the claim.

 

The Customer agrees to indemnify, defend, and hold harmless SEDCO, its affiliates, and their respective officers, directors, employees, and agents (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with:

1. the Customer's use of the Services in violation of this Agreement;
2. end users use of the platform;

(c) any data, content, or materials provided by the Customer or processed through the platform;

(d) any breach of the Customer's representations or warranties under this Agreement; or

(e) any violation of applicable laws, rules, or regulations by the Customer or its authorized users.

 

12.  Force Majeure
    1. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) if such failure or delay is caused by an event beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, war, terrorism, riots, labor strikes, government actions, pandemics, power outages, internet or telecommunications failures, or any other event that constitutes a force majeure event (“Force Majeure Event”).

 

2. Notice and Duty to Mitigate: The party affected by a Force Majeure Event shall: (i) Promptly notify the other party in writing of the nature, extent, and expected duration of the Force Majeure Event. (ii) Use reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as reasonably possible.
3. Suspension of Obligations: During the duration of the Force Majeure Event, the affected party’s obligations under this Agreement shall be suspended to the extent that the Force Majeure Event prevents its performance. If the Force Majeure Event continues for a period of 30 days, either party may terminate this Agreement by giving written notice to the other party without liability, except for payment obligations incurred prior to the Force Majeure Event.
4. Exclusions: Force Majeure does not include economic hardship, changes in market conditions, or other events that could have been reasonably anticipated or controlled by the affected party.

 

This Agreement shall be governed by, and construed in accordance with, the laws of United Arab Emirates, without regard to its conflict of laws principles. The parties agree that any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Dubai.

 

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction or by any other legal authority, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement. The parties agree that such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, while preserving the parties' original intent as closely as possible. If such modification is not possible, the provision shall be deemed severed from this Agreement, and the remaining provisions shall remain in full force and effect.