Terms and Conditions

1. Purpose and Objectives

This services agreement incorporates by reference: General Terms and Conditions; Services Description; Product Terms and Conditions; Acceptable Use Policy; Privacy Policy; and Refund Policy. Collectively these form the "Hosting Services Agreement."

2. Parties to the Agreement

This Agreement is made between you the Client ("you" or "Client"), and Unified Microsystems (the "Supplier") of PO BOX 121410, Dubai, United Arab Emirates.

3. Relationship

Nothing in the Agreement prevents the Supplier from marketing, developing, using and performing similar services or products to other potential clients. There are no third-party beneficiaries to the Agreement.

4. Key Definitions

• Acceptable Use Policy (AUP): The Supplier's AUP as of the date you sign the Agreement.
• Business Day: 09:00–17:00, Sunday to Thursday, excluding public holidays, GMT+4.
• Confidential Information: All information disclosed by one party to the other that the recipient should reasonably understand to be confidential.
• Hosted System: A combination of hardware, software and networking elements that comprise an IT system.
• Hosting Services: The Supplier's provision of the Hosted System and Support.
• Service Level Guarantee: A guarantee identified as such in the applicable Product Terms and Conditions.
• Ticket: A system used to track individual issues raised via helpdesk software.

5. End User Support

The Supplier will provide support for the Supplier's systems and will communicate only with you, not with your customers, subsidiaries or affiliates. In the event you are unable to follow instructions, the Supplier will quote for the work required and invoice accordingly on approval.

6. Provision of New Systems

The Supplier will install default and blank environments of the services requested. It is the sole responsibility of the Client to perform all other services, data or website transfer, training, routines or configurations, unless explicitly stated as part of the work order.

7. Term

The Agreement commences on signing or acceptance. It is for an initial period equal to the length requested at time of order, and automatically renews for the same period unless otherwise terminated by the Client.

8. Changes to the Acceptable Use Policy

We may change the AUP provided that changes are reasonable and consistent with hosting industry norms. The revised AUP becomes effective on the earliest of: (8.1) the first day of a renewal term beginning at least 30 days after posting; (8.2) your execution of a new agreement incorporating the revised AUP; or (8.3) 30 days following written notice.

9. Changes to Data Centres

We may relocate servers, make changes to URLs and IP addresses, and establish new procedures. We will give reasonable advance notice and use all reasonable endeavours to minimise the effect on your use of the Services.

10. Client Delays to Services

The Supplier will be entitled to an adjustment to any penalties or refunds if the Supplier is prevented from performing specific Services for reasons beyond its control caused by the Client.

11. Supplier's Obligations

• Provide services in accordance with the Services Description and Service Level Guarantees
• Maintain security practices at least as stringent as industry best practices
• Perform all Services in accordance with applicable law

12. Client's Obligations

• Use reasonable security precautions
• Comply with applicable laws and the Acceptable Use Policy
• Pay the Supplier on time
• Cooperate with the Supplier's reasonable investigation of outages, security problems, and suspected breaches

13. Provisions

The Supplier does not promise that Services will be uninterrupted, error-free, or completely secure. You acknowledge risks inherent in Internet connectivity. The Supplier does not have knowledge of the data you store within your Hosted System and does not promise to back up your data unless you have purchased backup services.

14. Service Fees

Establishment of services is dependent upon receipt of payment of stated charges. Professional fees are in accordance with the conditions of each service as requested by the Client.

15. Invoices

• Monthly: First invoice includes set-up fee (if any) and prorated monthly fee; subsequent invoices billed monthly in advance.
• Quarterly/Annual: First invoice includes set-up fee (if any) and quarterly or annual fee; subsequent invoices billed in advance.
• Non-recurring fees (e.g. bandwidth overages, plan upgrades): Billed monthly in arrears.

16. Payment Terms

• All fees paid in the currency of the invoice
• By telegraphic transfer or current dated cheque in the name of the Supplier
• Client responsible for all transfer fees if paying by telegraphic transfer
• Returned payments subject to an administration fee

17. Invoice Disputes

Pay the undisputed portion promptly and provide written details specifying any dispute. Both parties agree to resolve disputes promptly. Invoices not disputed within 90 days are conclusively deemed accurate.

18. Late Payment

If any invoice is not settled in full within 5 days from receipt, the Supplier will add a late payment and administrative fee of 1.5% of the total invoice amount per month and suspend services.

19. Recovery

In the event the Supplier brings legal action to collect outstanding monies, the Client agrees to pay costs of collection, including reasonable legal fees, expenses and court costs.

20. Increases

We may increase our fees at any time by providing notice via ticket. Fee increases will not apply to existing Services until at least 45 days after the new fees are first published.

21. Taxes

The Client agrees to pay directly or reimburse the Supplier for any taxes arising out of this Agreement, excluding taxes on the Supplier's income.

22. Refunds

We do not offer refunds for servers and Services purchased in advance. Please see our Refund Policy for further information.

23. Suspension

In addition to suspension for non-payment, we may suspend Services without liability if: (23.1) Services are being used in breach of the Agreement; (23.2) you do not cooperate with a suspected violation investigation; (23.3) there is an attack on your Hosted System; (23.4) required by law; (23.5) suspension is necessary to protect our network; (23.6) failure to pay any overdue amount within 4 Business Days of written notice; or (23.7) your Hosted System poses an imminent and significant operational or security risk.

24. Notice

We will give you at least 12 Business Hours advance notice of a suspension unless a shorter notice is necessary to protect the Supplier or its other customers from imminent and significant operational or security risk.

25. Termination for Breach by Supplier

You may terminate the Agreement for breach if we: (25.1) materially fail to provide the Services and do not remedy within 10 days of written notice; or (25.2) materially fail to meet any other obligation and do not remedy within 30 days of written notice.

26. Termination for Breach by Client

We may terminate the Agreement for breach if: (26.1) information you provided is materially inaccurate; (26.2) the signing individual lacked legal authority; (26.3) payment is overdue and not resolved within 4 Business Days; (26.4) a third-party payment is refused; (26.5) you fail to remedy a breach within 30 days; (26.6) you breach the AUP more than once; or (26.7) your agreement for any other service is terminated for AUP breach.

27. Termination for Convenience

• 30 days written notice for monthly contracts
• 60 days written notice for quarterly contracts
• 90 days written notice for yearly contracts

28. Termination on Change of AUP

If compliance with a revised AUP would adversely affect your use of the Hosting Services, you may terminate on these grounds by giving written notice within 30 days. Continued use after this period waives the right to terminate without an early termination fee.

29. Early Termination Fee

If you terminate for convenience or we terminate for your breach, you must pay an early termination fee equal to the total monthly recurring fees for the remaining portion of the then-current term.

30. IP Addresses

Upon expiration or termination of the Agreement, you must promptly discontinue use of the Services, relinquish assigned IP addresses and server names, and point DNS for your domain names away from Supplier Services.

31. Indemnification

The Client agrees to defend, indemnify, save and hold the Supplier harmless from any and all demands, liabilities, losses, costs and claims arising from services provided or products sold by the Client. The Supplier is not responsible for unauthorised access to your data or unauthorised use of the Services. Neither party will be in breach of the Agreement if failure to perform is due to an event beyond reasonable control.

32–34. Software and Licences

You may not copy, reverse-engineer, decompile or disassemble any Supplier-provided software except as expressly permitted by applicable law. Where we install customer-provided software, you must supply evidence of licensing prior to deployment. Your licensed software may not be compatible with our standard deployment process and we will not be in breach of any SLA for delays resulting from our agreement to use your licensed software.

35–36. Intellectual Property and Ownership

Both parties acknowledge each other's intellectual property rights. You do not acquire any ownership interest in the Hosted System. We do not acquire any ownership interest in the information you transmit to or store on our servers.

37–38. Confidential Information and Content Privacy

Both parties agree not to use the other's Confidential Information except in connection with the performance or use of the Services. Our personnel will not view the content of your items except as necessary to respond to support requests, ensure backups are performed properly, or as required for compliance.

39. Resolution of Disputes

This Agreement is governed by the laws of the United Arab Emirates. The parties will attempt to resolve disputes through informal negotiation. All disputes shall be heard by the UAE Courts. Neither party may bring proceedings more than 12 months after the event, except for non-payment.

40. General

Notices must be sent in writing by registered post, recorded post, express courier or delivered personally. Provisions are severable. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements and representations.