This End User License Agreement (“EULA” or “Terms of Use”) is a legally binding agreement between you (“you”) and Qonterra Technologies FZ-LLC ( “Company” or “our” or “us” or “we”) and contains the terms and conditions that govern your access to and use of:
(a) the software and data supplied through the Company’s financial management platform qonterra.com (“Software”); and
(b) the documentation and reports made available to you on qonterra.com, whether viewed electronically or downloaded and printed (“Documentation”),
together referred to in this EULA as the “Digital Platform”.
These Terms of Use together with the Subscription Agreement form the entire agreement (Agreement) between us and confirm the terms and conditions on which the Digital Platform will be made available to you by the Company. These Terms of Use are expressly incorporated into the Subscription Agreement. Where the Terms of Use and Subscription Agreement conflict, the Subscription Agreement shall take priority.
Your access to and use of the Digital Platform is conditional on your acceptance of and compliance with the Company’s Privacy Policy. Our Privacy Policy describes how we process (collect, use, share etc.) any personal data that we collect from you when you use the Digital Platform and tells you about your privacy rights. Please read our Privacy Policy before using the Digital Platform.
1. Agreed Terms
1.1. The Digital Platform is available on qonterra.com and other forms provided or made available to you by the Company from time to time. The Digital Platform is licensed to you, not sold, by the Company, under the terms of this EULA and the Subscription Agreement.
1.2. The system requirements for the Digital Platform are an up-to-date operating system and a common up-to-date web browser such as:
(a) PC desktop or laptop: Microsoft Windows 8, 10 or 11 and Web browser Chrome 129 or higher, Firefox 130 or higher or Edge 129 or higher; or
(b) if using a Mac desktop or laptop, Mac OS 11 or higher and Web browser Safari 15 or higher, Chrome 129 or higher or Firefox 130 or higher.
1.3. It is your responsibility to test the Software for compatibility with your systems, existing software and browser.
1.4. Access to the Software is provided by us on a subscription basis as further described in the Subscription Agreement.
1.5. We reserve all rights in and to the Digital Platform not expressly granted to you under this EULA and/or the Subscription Agreement.
1.6. Your use of the Digital Platform is subject to this EULA which sets out the terms and conditions which govern any content, data, materials or services uploaded to and/or accessible from the Digital Platform.
1.7. We may add, change or remove features or functionality to any of the services delivered through the Digital Platform, modify or introduce limitations or discontinue the Digital Platform altogether at any time. We will provide you with at least three (3) months’ notice prior to discontinuing a material functionality or feature of a service made available to you on the Digital Platform. We will not be required to provide notice under this clause 1.7 if the discontinuation is necessary to (a) address an emergency or risk of harm to us; or (b) respond to claims or litigation related to third party intellectual property rights; or (c) comply with law or an order made by a competent court. Should any of the above occur, we will provide you with as much prior notice as is reasonably practicable. If we discontinue the Digital Platform, then we will provide you with a pro-rata refund of fees paid for the remaining period of your Subscription.
2. Your Acceptance of this EULA
2.1. By clicking “I Accept” on the relevant part of our website, during the initial setup of your account and when you first access the Digital Platform, you agree to the terms of this EULA. If you do not agree to the terms of this EULA, you must discontinue the subscription activation process, immediately cancel your subscription and refrain from accessing and/or using the Digital Platform.
2.2. We may periodically update or modify the terms of this EULA (and any policies or agreements referenced herein). We will provide you with reasonable advance notice of any change to this EULA that, in our sole determination, materially adversely affect your rights or your use of the Digital Platform. We may provide you this notice via the Digital Platform and/or by email to the email address associated with your account. By continuing to access and use the Digital Platform after any revised EULA becomes effective, you agree to be bound by those revised terms of the new EULA.
2.3. If you sign up for the Digital Platform using an email address associated with your employer or another organisation or agree to this EULA on behalf of a company or an organisation by clicking the “I Accept” button on the relevant part of our website, you represent and warrant that you:
(a) have the authority to accept this EULA on behalf of the company or organisation;
(b) your use of the Digital Platform will bind your employer or the organisation to this EULA; and
(c) all references to “you” and “your” will refer to both you and the company or organisation.
3. Grant of License
3.1. In consideration of your agreement to comply with the terms of this EULA and subject to and conditional on you having a valid subscription to the Digital Platform, we grant to you a revocable, limited, non-exclusive and non-transferrable, limited and revocable license to access and use the Digital Platform on any devices that you own or control for personal use on the terms set out in this EULA during the Subscription Term unless terminated earlier in accordance with this EULA and/or the Subscription Agreement.
3.2. You agree that you are licensing the Digital Platform for your end use only and not for resale or commercial redistribution. You are permitted to make use of and share with others the Documentation via downloaded material as may be reasonably required in connection with your personal use of such materials, and subject always to the provisions of clause 12.6.
3.3. You agree that the terms and conditions of this EULA also apply to any updates, upgrades and supplements to the Software.
3.4. We reserve the right to suspend your access to the Digital Platform and/or download of Documents:
(a) in the event your use presents an imminent threat to our network;
(b) if required by a court or competent authority;
(c) If you breach any of the terms of these Terms of Use; or
(d) if you fail to make any payment that is due in connection with the Digital Platform, including any fees owed under the Subscription Agreement, for a period of thirty (30) days or more after such fees are due to be paid.
In the event of the circumstance set out in clause 3.4(a), any suspension shall be limited to the extent reasonably necessary to prevent such harm, we will use reasonable efforts to contact you to notify you of such suspension and we will reinstate access as soon as is reasonably practicable after any such threat is removed or resolved.
4. Your Responsibilities
4.1. You agree to comply with all laws, rules and regulations applicable to your use of the Digital Platform.
4.2. Except to the extent caused by our breach of this EULA or the Subscription Agreement, you are responsible for any activity conducted on your account and you are not permitted to allow any other party to access or use the Digital Platform with your unique username, password or any other security code.
4.3. You agree that you are responsible for providing us with any technical data or other information and authorisations, including Customer Data, as reasonably required by us in order to provide the Services and Documentation to you.
4.4. You represent and warrant that you own all rights, title and interest in and to the Customer Data, or that you have otherwise secured all necessary rights to the Customer Data as may be necessary to permit us to access, use and distribute such data as further described in the Subscription Agreement. When you upload Customer Data to the Digital Platform you are guaranteeing that you have the rights to it.
4.5. You agree that you are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data.
For the purpose of this EULA, “Customer Data” means all data or information submitted by you to the Digital Platform and, where the context requires, data generated from or based on such data and/or your use of the Digital Platform.
5. Restrictions
5.1. You agree to treat the Software as the confidential and proprietary information of the Company. You shall not provide, or otherwise make available, the Software in any form, in whole or party, to any third party without our prior written consent.
5.2. You shall not:
(a) sell, rent, lease, loan, assign, transfer, sublicense, disseminate, merge, alter or modify, translate, disclose, duplicate, reproduce or copy, the whole or any part of, the Software or permit any of the foregoing to be done by any other party;
(b) disassemble, de-compile, reverse engineer or creative derivative works based on the whole or any part of the Software or otherwise attempt to create the source code from the Software;
(c) access the Digital Platform for the purpose of building or marketing a competitive product or service or copy any ideas, features, functions or graphics of the Digital Platform;
(d) use the Digital Platform to store or transmit a virus or malicious code;
(e) use any form of data mining, extraction or scraping on the Digital Platform or the information available therein for machine learning or any other purpose;
(f) bypass the measures we may use to prevent or restrict access to the Digital Platform including without limitation features that prevent or restrict use or copying of any content or which enforce limitations on the use of the Software or Documentation; or
(g) use the Digital Platform in any way prohibited by applicable law or that would cause either of us to violate applicable law.
5.3. You acknowledge that you have no right to access the Software in source code form.
6. Data Privacy, Security and Aggregated Data
6.1. Our Privacy Policy describes how we collect, use, transfer, disclose and store your personal data. By accessing and using the Digital Platform you confirm that you have read, understood and agree to our Privacy Policy and Data Processing Addendum.
6.2. You agree to the collection, anonymization, use, transfer and disclosure of Aggregated Data that is gathered periodically for the purpose of providing software updates and upgrades, additional features, analytical research and other business purposes. Our Subscription Agreement and Privacy Policy sets out how we collect, use, transfer and disclose Aggregated Data.
“Aggregated Data” means Customer Data and other available data that is collected through your use of the Digital Platform in whole or part that is (a) anonymized and not identifiable to any person or entity; (b) combined with the data of other customers or additional data sources; and (c) is presented in a manner from which your identity may not be derived. For the avoidance of doubt, Aggregated Data shall not be considered “Customer Data” as defined in the Subscription Agreement.
6.3. By creating an account and uploading Customer Data, you confirm that you have read, understood and agree to our Privacy Policy in full and that this policy shall be incorporated into this EULA to the extent Personal Data and/or Aggregated Data is processed by us in connection with your use of the Digital Platform.
6.4. Without limitation to clause 8 or your obligations under clause 4, we maintain reasonable and appropriate measures and safeguards designed to help secure your Customer Data against accidental or unlawful loss, misuse, unauthorised access or disclosure as further described in our Privacy Policy.
7. Intellectual Property Rights
7.1. Except as expressly set out in this EULA, all Intellectual Property Rights in the Digital Platform, Aggregated Data and the content made available to you through it, including the Documentation, remain the sole property of the Company.
7.2. You agree that rights in the Software are licensed (not sold or transferred) to you and that you have no Intellectual Property Rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with these Terms of Use.
7.3. You agree that you will not take or cause to be taken any action that would challenge the validity or enforceability of any of our Intellectual Property Rights to the Software or any technology included therein.
7.4. All rights, title and interest in and to the Customer Data, including all Intellectual Property Rights therein, belong to you. No rights are granted to us other than expressly set out in these Terms of Use and/or the Subscription Agreement.
7.5. You agree that we shall have the right to use or act upon, and that you assign to us, any suggestions, ideas, enhancement requests, or other feedback you provide to us relating to the Digital Platform without restriction and without obligation to you.
7.6. If proceedings are brought or threatened by a third party against you alleging that your use of the Software or Documentation constitutes an infringement of Intellectual Property Rights, we may at our option and own expense conduct the defence of such proceedings and you must:
(a) notify us in writing as soon as practicable of any infringement or alleged infringement;
(b) not make any admissions in relation to any infringement or alleged infringement;
(c) give us or our nominee the right to conduct the defence of such a claim, including negotiations for settlement or compromise prior to and after the institution of legal proceedings; and
(d) provide all necessary co-operation, information and assistance to us in the conduct of the defence of such proceedings.
7.7. If the Software is found to infringe a third party’s Intellectual Property Rights, we may at our option:
(a) procure for you the right to continue using the Software;
(b) modify the Software so that it becomes non-infringing; or
(c) replace the Software with other software with similar functionality.
Intellectual Property Rights mean patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
8. Warranty and Disclaimer
8.1. You expressly acknowledge and agree that use of the Digital Platform is at your own risk.
8.2. You acknowledge that software in general is not error-free and agree that the existence of such errors will not constitute a breach of these Terms of Use. We do not warrant that the Software will be free from all known computer viruses and you are solely responsible for scanning the Software for computer viruses.
8.3. YOU AGREE THAT WE DO NOT WARRANT OR REPRESENT THAT THE SOFTWARE OR YOUR USE OF THE SOFTWARE WILL RESULT IN PARTICULAR LEVEL OF PROFITABILITY, RETURN ON INVESTMENT OR ANY OTHER PARTICULAR FINANCIAL OR NON-FINANCIAL RESULT.
8.4. EXCEPT FOR ANY EXPRESS WARRANTIES SET OUT IN THE SUBSCRIPTION AGREEMENT, THE DIGITAL PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO ANY NON-EXCLUDABLE RIGHTS AND REMEDIES YOU MAY HAVE UNDER APPLIABLE LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT THAT YOUR USE OF THE DIGITAL PLATOFRM WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT WARRANT THAT WE WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS.
8.5. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US SHALL CREATE A WARRANTY.
8.6. YOU UNDERSTAND THAT USE OF THE DIGITAL PLATFORM NECESSARILY INVOLVES TRANSMISSION OF THE CUSTOMER DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE, OR CONTROL, AND THAT WE ARE NOT RESPONSIBLE FOR ANY OF THE CUSTOMER DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET OR OTHER SYSTEMS OUTSIDE OF OUR REASONABLE CONTROL.
8.7. SOME JURISDICTIONS DO NOT ALLOW THE EXLCUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE EXCLUSION AND LIMITATIONS IN THIS CLAUSE 8 MAY NOT APPLY TO YOU.
9. Your Indemnity Obligations
You agree to the extent permitted by law, to defend, indemnify and hold harmless the Company and its affiliates, officers, directors, agents, and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) reasonably incurred or suffered by any of the indemnified where such loss or liability was caused by:
(a) your violation of your obligations under these Terms of Use;
(b) any unauthorised use of the Digital Platform; or
(c) your Customer Data; or
(d) your willful, unlawful or negligent act or omission.
Customer Data means all data or information submitted by you to the Digital Platform and, where the context requires, data generated from or based on such data and/or your use of the Digital Platform.
10. Limitation of Liability
10.1. You acknowledge that:
(a) the Software and/or the Documentation may contain errors or inaccuracies;
(b) the results produced by the Software are for information purposes only and do not constitute advice or take into account your particular circumstances;
(c) the results produced by the Software may contain errors or inaccuracies; and
(d) you rely on your own skill and judgement in using the Digital Platform and in determining its suitability for any purpose.
10.2. You acknowledge that the Software has not been developed to meet your individual requirements and therefore it is your responsibility to ensure the functions of the Digital Platform meet your personal requirements.
10.3. You acknowledge that the data and information made available on the Digital Platform, and results produced by the Software, involves an analysis of data input by you and do not take into account your particular objectives or financial circumstances and accordingly, before acting on any results produced by the Software and made available to you on the Digital Platform, you must consider whether it is appropriate to do so in light of your particular circumstances and objectives, financial or otherwise.
10.4. Our maximum aggregate liability to you for all proven losses, damages and claims arising out of this EULA (whether in contract, tort (including negligence) or by breach of statute or for any other common law or statutory action) is limited to the amount of the Subscription Fee paid by you to us under the Subscription Agreement during the twelve (12) month period preceding the event or occurrence giving rise to such liability.
10.5. To the fullest extent permitted by applicable law, we are not liable to you or any other person for:
(a) any loss or damage of any kind that is directly or indirectly caused by or results from any wrongful, willful or negligent act or omission by you or any person who accesses and uses the Digital Platform in breach of your obligations under clause 4.2; or
(b) any indirect, incidental, special or consequential loss or damage, loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of data or loss or damage resulting from service interruption, computer damage or system failure;
arising out of or in connection with this EULA or from the use of or inability to use the Digital Platform, irrespective of whether the loss or damage is caused by or relates to breach of contract, statute, tor (including negligence) or any other legal theory and/or the loss or damage is caused by or relates to unauthorised use and/or we or any other person were previously notified of the possibility of such loss of damage.
10.6. Without prejudice to clause 8, any representation, warranty, condition, guarantee or undertaking that would be implied in these Terms of Use by legislation, common law, equity, trade, custom or usage is excluded to the maximum extent permitted by law.
10.7. The Digital Platform is for domestic and private use. If you use the Software and/or Documentation for any commercial, business or resale purpose we will have no liability to you for any loss of profit or anticipated profits, loss of business or business opportunity or business interruption.
10.8. We are not responsible, and assume no liability, for the contents of the Customer Data.
10.9. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors.
10.10. Nothing in this clause 10 shall operate to limit or exclude the liabilities arising out of your indemnification obligations in clause 9 (Your Indemnity Obligations) or your breach of clause 5 (Restrictions).
11. Term and Termination
11.1. This EULA commences on the date on which you click on the “I Accept” button and shall continue in full force and effect until:
(a) the expiration, cancellation or early termination of your subscription; and/or
(b) deletion of your account; or
(c) access to the Digital Platform is revoked or suspended in accordance with the terms of this EULA or the Subscription Agreement; or
(d) termination of the Subscription Agreement howsoever arising, upon which the terms of this EULA shall automatically terminate.
11.2. If we, in our reasonable discretion, determine that you or your use of the Digital Platform violates the terms of this EULA, we may take one or more of the following actions:
(a) remove or delete your Customer Data from the Digital Platform;
(b) suspend your access to and use of the Digital Platform, including access to any Documentation;
(c) terminate and delete your account along with the Customer Data associated with that account; and/or
(d) permanently ban you from using the Digital Platform.
11.3. You shall not be entitled to seek a refund in the event of termination of your subscription for a violation by you and you will be required to immediately pay any outstanding fees for the remaining period of your Subscription.
11.4. Upon expiration or termination of your Subscription, you must cease using the Digital Platform and all rights granted to you herein shall cease. Unless your Subscription was terminated due to a violation, you will be permitted to access the Digital Platform for a period of seven (7) days after expiration or termination of your Subscription solely for the purpose of downloading into an Excel report format any Documentation provided to you during the term of your Subscription.
11.5. We may delete all data stored or made available to you on the Digital Platform unless legally prohibited after expiration or termination of your Subscription. We reserve the right, but are under no obligation, to retain the Documentation and any other information uploaded by you to the Digital Platform during the term of your Subscription for a period of twelve (12) months following expiration or termination of your Subscription (Retained Documentation). The Retained Documentation will be made available to you if you enter into a new Subscription or re-instate any lapsed Subscription within thirty (30) days of expiry and on request
11.6. If your Subscription was terminated due to a violation, you may not create a new account unless you receive our prior written permission.
12. Confidentiality
12.1. The Company may use yours, and you may use the Company’s, Confidential Information solely for the purpose of complying with these Terms of Use.
12.2. Except as permitted under clause 12.3, you and the Company agree to keep confidential all Confidential Information disclosed by the other.
12.3. Each of the Company and you may disclose the Confidential Information of the other party only:
(a) to persons who are aware of the confidential nature and agree that the Confidential Information of the other party must be kept confidential;
(b) to persons who either have a need to know (and only to the extent that each has a need to know), or have been specifically approved in writing by the other party; and
(c) as required by law or stock exchange regulation.
12.4. Each of you and the Company must take all reasonable steps to secure and keep secure all of the other party's Confidential Information coming into its/your possession or control.
12.5. Neither you or the Company must not memorise, use, modify, reverse engineer or make copies, notes or records of the other party's Confidential Information for any purpose other than in connection with the performance of its obligations under these Terms of Use.
12.6. You shall procure that each representative to whom any disclosure of Confidential Information is made, is made aware of and adheres to the terms of the undertakings contained in these Terms of Use as if such representative were a party to the agreement constituted between you, as Licensor, and the Company. You shall be responsible for any breach by your representatives of the undertakings contained in these Terms of Use and shall also the Company immediately upon becoming aware that any of the Confidential Information has been disclosed to, or obtained by, a third party otherwise than as permitted by these Terms of Use, together with full details of such unauthorized disclosure.
13. Communication
If you wish to contact us in writing you can send us an email to info@Qonterra.com. We will confirm receipt of your email by return email.
14. General
14.1. Severability: if any provision of this EULA is held to be invalid or unenforceable for any reason, the other provisions shall continue in full force and effect.
14.2. Survival of Terms: the sections titled “Security and Data Privacy”, “Term and Termination”, “Intellectual Property Rights”, “Your Indemnity Obligations”, “Limitation of Liability” and “General” inclusive shall survive any expiration or termination of this EULA.
14.3. Governing law and Jurisdiction: This EULA and the relationship between us will be governed by and construed in accordance with the laws of the Dubai International Financial Centre and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the Dubai International Financial Center to resolve any dispute or claim arising from this EULA.
Detailed Financial Model