Terms & Conditions

2. Definitions and Interpretation

In these Terms, unless the context otherwise requires, the following capitalized terms shall have the meanings ascribed to them below:

• "Agreement" — Collectively, these Terms and Conditions, the Privacy Policy, the Data Processing Addendum, and any Order Form(s) executed between the Parties.
• "Business Day" — Any day (excluding Fridays, Saturdays, and public holidays) on which commercial banks are open for business in the Emirate of Sharjah, UAE.
• "Confidential Information" — All information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to: trade secrets, source code, business plans, financial data, customer lists, pricing information, security protocols, and any information concerning the Service not publicly available.
• "Customer Data" — All information, data, content, financial records, transactional information, and other materials of any type that You submit, upload, transmit, or otherwise make available to or through the Service, including but not limited to personal data of Your employees, customers, suppliers, and any other third parties.
• "Documentation" — Any user manuals, technical guides, API references, help files, and other materials provided by Muhasib to Customer regarding the use and operation of the Service, as may be updated from time to time.
• "ERP Software" or "Muhasib" — The enterprise resource planning and business management software as a service (SaaS) platform provided by Muhasib, including all modules, features, updates, upgrades, and enhancements made available to Customer from time to time.
• "Order Form" — Any ordering document, statement of work, or online subscription purchase that specifies the Service plans, modules, subscription term, fees, and other commercial terms agreed between the Parties, incorporated herein by reference.
• "Party" or "Parties" — Individually, Muhasib or Customer; collectively, both Muhasib and Customer.
• "Personal Data" — Has the meaning ascribed to such term in the UAE Personal Data Protection Law, Federal Decree-Law No. (45) of 2021, as amended, and as further defined in the Data Processing Addendum hereto.
• "Service" — The Muhasib ERP and business management software platform, including all associated applications, APIs, support services, and any updates or modifications thereto.
• "Subscription Term" — The period of time during which Customer is authorized to access and use the Service, as specified in the applicable Order Form.
• "User" — Any employee, contractor, agent, or other individual authorized by Customer to access and use the Service on Customer's behalf, each of whom shall be issued unique login credentials.
• "Virus" — Any malicious code, malware, ransomware, Trojan horse, worm, time bomb, cancelbot, or other computer programming routine that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.

3. Service Provision and License Grant

3.1 Grant of License

Subject to Customer's compliance with these Terms and payment of all applicable fees, Muhasib hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Subscription Term to access and use the Service solely for Customer's internal business purposes, in accordance with the Documentation and any applicable Order Form. This license is granted solely for the number of Users and the level of Service modules specified in the Order Form.

3.2 Scope of Use

Customer shall:

• (a) Be solely responsible for all activities conducted under its User accounts and for ensuring that all Users comply with these Terms;
• (b) Obtain and maintain any equipment and ancillary services needed to connect to, access, or otherwise use the Service, including but not limited to internet connectivity, hardware, and operating systems;
• (c) Provide accurate, current, and complete information required for account registration and maintain and promptly update such information as necessary;
• (d) Be responsible for maintaining the security of its User login credentials and for any use of its accounts, whether authorized or unauthorized, except to the extent such unauthorized use results from Muhasib's gross negligence or willful misconduct.

3.3 Service Levels and Availability

Muhasib shall use commercially reasonable efforts to make the Service available with a monthly uptime percentage of at least 99.5% (the "Service Level Target"), excluding:

• (a) Scheduled maintenance, of which Muhasib shall provide at least seventy-two (72) hours' advance notice (except in cases of emergency maintenance);
• (b) Unscheduled emergency maintenance required to address security vulnerabilities, critical bugs, or system integrity issues, for which Muhasib shall provide as much notice as reasonably practicable;
• (c) Downtime caused by factors outside of Muhasib's reasonable control, including but not limited to force majeure events, internet service provider failures, or attacks such as denial-of-service attacks;
• (d) Downtime resulting from Customer's equipment, software, or third-party services not provided by Muhasib; or
• (e) Downtime resulting from Customer's breach of these Terms or misuse of the Service.

If Muhasib fails to meet the Service Level Target for three (3) or more calendar months within any consecutive twelve (12) month period, Customer shall be entitled to a service credit equivalent to five percent (5%) of the fees paid for the affected month, up to a maximum of twenty percent (20%) of the annual subscription fees. Such service credit shall be Customer's sole and exclusive remedy for any service unavailability.

3.4 Support Services

During the Subscription Term, Muhasib shall provide Customer with standard technical support during Business Hours (Saturday through Thursday, 9:00 AM to 6:00 PM GST). Support shall be provided via email to support@zellarc.ae. Muhasib shall use commercially reasonable efforts to respond to all support tickets within one (1) Business Day.

4. Restrictions and Acceptable Use

4.1 Prohibited Conduct

Customer shall not, and shall not permit any User or third party to, directly or indirectly:

• (a) Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the Service or any part thereof, except as expressly permitted by applicable law notwithstanding this prohibition;
• (b) Rent, lease, lend, sell, resell, sublicense, distribute, or otherwise commercially exploit the Service or make the Service available to any third party except as expressly permitted herein;
• (c) Use the Service to store, process, or transmit any content that infringes any intellectual property rights, violates any applicable laws (including but not limited to UAE Federal Laws), or promotes illegal activities;
• (d) Use the Service to store, process, or transmit any material that is defamatory, obscene, fraudulent, deceptive, abusive, harassing, or otherwise objectionable;
• (e) Interfere with or disrupt the integrity or performance of the Service or any systems, networks, or servers used to provide the Service;
• (f) Attempt to gain unauthorized access to the Service, other Customer accounts, or any related systems or networks;
• (g) Use any automated means, including but not limited to robots, spiders, scrapers, or similar data mining tools, to access, monitor, or copy any content or information from the Service;
• (h) Upload or transmit any Viruses or other harmful code through or to the Service;
• (i) Use the Service to engage in any activity that violates the UAE Cybercrimes Law (Federal Decree-Law No. 34 of 2021, as amended), including but not limited to unauthorized access, acquisition, modification, damage, disclosure, leakage, cancellation, deletion, copying, publication, or re-publication of electronic personal data or information;
• (j) Use the Service to conduct any commercial lending activity in violation of Federal Decree-Law No. 31 of 2021, which prohibits the charging of interest on loans in civil and commercial transactions outside licensed financial institutions; or
• (k) Use the Service to misappropriate, disclose, or misuse trade secrets in violation of Federal Law No. 31 of 2021 on the Protection of Commercial Secrets.

4.2 Compliance with Laws

Customer acknowledges and agrees that it shall comply with all applicable local, national, and international laws and regulations in connection with its use of the Service, including without limitation:

• (a) UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (as amended);
• (b) UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services (the Electronic Transactions Law);
• (c) UAE Federal Decree-Law No. 34 of 2021 Concerning the Fight Against Rumors and Cybercrime (the Cybercrimes Law);
• (d) UAE Federal Decree-Law No. 31 of 2021 on Commercial Transactions; and
• (e) All applicable free zone regulations of Sharjah Media City (SHAMS) and any other relevant local legislation.

5. Subscription Fees and Payment Terms

5.1 Fees

Customer agrees to pay all fees specified in the Order Form. Unless otherwise stated in the Order Form, all fees are quoted and payable in UAE Dirhams (AED) and are exclusive of any applicable Value Added Tax (VAT) or other taxes, fees, or levies imposed by any governmental authority. The Service is offered on an annual subscription comprising a flat base fee that includes a fixed number of user seats, together with a per-seat fee for each additional user beyond that allowance. Customer shall be responsible for paying all such taxes, excluding taxes based on Muhasib's net income.

5.2 Billing and Payment

Subscription fees are billed in advance on an annual basis, as specified in the Order Form. Where Customer adds user seats beyond the included allowance through the administration console, Customer shall have a grace period of fourteen (14) days from the date the seat is added to settle the corresponding additional fee. Payments shall be made by the method designated in the Order Form. If Customer provides credit card or other automatically charging payment method information to Muhasib, Customer authorizes Muhasib to charge such payment method for all recurring and one-time fees payable under this Agreement. In the event of any payment delinquency, Muhasib may suspend access to the Service until all outstanding amounts are paid in full.

5.3 Late Payments

Any undisputed amount not paid when due shall bear interest at the rate of one percent (1%) per month, or the maximum rate permitted by UAE law, whichever is lower, calculated on a daily basis from the due date until the date of actual payment. Customer shall reimburse Muhasib for all reasonable costs incurred in collecting any late payments, including reasonable legal fees and collection agency costs.

5.4 Fee Changes

Muhasib reserves the right to change its fees upon thirty (30) days' advance written notice to Customer. Any fee changes shall become effective at the start of the next Subscription Term following the notice period.

6. Intellectual Property Rights

6.1 Ownership of Muhasib Property

As between the Parties, Muhasib and its licensors retain all right, title, and interest in and to the Service, including without limitation:

• (a) The ERP software, its architecture, source code, object code, algorithms, user interfaces, visual displays, and all underlying technology;
• (b) All Documentation, training materials, and any other content provided by Muhasib;
• (c) All trademarks, service marks, logos, trade names, and other identifiers used in connection with the Service;
• (d) All modifications, enhancements, updates, upgrades, derivative works, and improvements to any of the foregoing; and
• (e) All intellectual property rights therein throughout the world, whether registered or unregistered, including patent, copyright, trade secret, trademark, and other proprietary rights.

No rights are granted to Customer hereunder other than the express license set forth in Section 3.1.