AYDI TECHNOLOGIES COMPANY (the “ SERVICE PROVIDER”) AND THE SUBSCRIBER (the “SUBSCRIBER”) AGREE THAT THESE AYDI LICENSE TERMS AND CONDITIONS (the “TERMS”) SHALL GOVERN THE RELATIONSHIP BETWEEN THEM AS TO ANY AYDI PRODUCTS OR SERVICES PROVIDED OR TO BE PROVIDED TO THE SUBSCRIBER AS SET FORTH IN A DOCUMENT INCORPORATING THESE TERMS ( -SUBSCRIPTION SERVICE”). THESE TERMS OF USE ARE INTENDED TO EXPLAIN OUR OBLIGATIONS AS A SERVICE PROVIDER AND YOUR OBLIGATION AS A SUBSCRIBE. THESE TERMS ARE BINDING ON ANY USE OF THE SERVICE AND APPLY TO A SUBSCRIBER FROM THE TIME THAT AYDI TECHNOLOGIES COMPANY PROVIDES A SUBSCRIBER WITH ACCESS TO THE SERVICE. AYDI TECHNOLOGIES COMPANY RESERVES THE RIGHT TO CHANGE THESE TERMS AT ANY TIME AND WILL BECOME EFFECTIVE FROM THE DATE AYDI TECHNOLOGIES COMPANY COMMUNICATES ANY CHANGES TO YOU BY EMAIL OR BY NOTIFICATION ON THE WEBSITE. BY REGISTERING TO USE THE SERVICE A SUBSCRIBER ACKNOWLEDGES ACCEPTANCE OF THESE TERMS AND CONFIRMS THAT THE SUBSCRIBER HAS AUTHORITY TO ACT ON BEHALF OF ANY PERSON FOR WHOM THE SUBSCRIBER WILL USE SERVICE.
1.1 In these Terms, except to the extent expressly provided otherwise:
“Agreement” means these terms of use;
"-Property" means a farm or a pack house that shall be the subject matter of the Platform license. In this regard, each farm or pack house shall constitute a single asset for the purposes of these Terms regardless of the actual size of such a farm or a pack house;
“Field” means a designated area within a farm used for agricultural production, which can include various systems such as plots, pivots, greenhouses and nursery or other systems. "Plot ” means a designated area of land used for growing crops. “Pivot” means a field with a circular shape created by a rotating irrigation system. “Greenhouse” means a structure made of glass or plastic where plants are grown in a controlled environment to protect them from extreme weather. “Nursery”: means a place where young plants and seedlings are grown and nurtured before being transplanted to fields or gardens. “Line“ Means a production line in the packhouse where produce or goods move through various stages of processing, sorting, grading, packing, and sometimes labeling. “Access Fee” means the monthly fee payable in advance by the Subscriber in accordance with the subscription fee set out on the Website (which Aydi Technologies Company may change from time to time on giving 30 days’ notice by email to the Subscriber plus Value Added Tax or any other legislative tax or duty that may become payable;
“Data” means any data inputted by the Subscriber or with the Subscriber’s authority into the Website;
“Invited Users or Teams ” means owners, managers, and employees, in the farm/packhouse such as Company owner, finance manager, field and supervisor., etc. ,, who have authorized access to the service by the Subscriber. -;
“Subscriber” means the person or entity who registers to use the Service;
“ISO Certification” means that Aydi Technologies Company platform’s adherence to the standards set by the International Organization for Standardization (ISO). It signifies that the platform meets specific global quality, safety, and efficiency benchmarks in its processes and services. This ensures that the platform operates with a commitment to continuous improvement, security, and reliable performance for all subscribers;
"Business Day" means any weekday other than a bank or public holiday in Spain;
"Business Hours" means the hours of 09:00 to 17:00, Madrid Time on a Business Day ;
“Subscriber Confidential Information" means any information disclosed by or on behalf of the Subscriber to the Service Provider (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) was marked or described as "confidential"; or
(ii) should have been reasonably understood by the Provider to be confidential; and
"Data Protection Laws" means the EU GDPR and all other applicable laws relating to the processing of Personal Data;
“Due Date” means the - fifteenth (15th) ( 1-5h) day after the invoices for the access fee is issued by the Service Provider to the Subscriber.
"EU GDPR" means the General Data Protection Regulation (i.e., Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;
“Due Date” means the fifteenth (15th) day after the invoices for the Access Fee is issued by the Service Provider to the Subscriber.
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (which may include failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
“Notice of Default” means a notice that is sent by the Service Provider to the Subscriber in case of failure by the Subscriber to pay the due Access Fee by the Due Date, which will inform the Subscriber of the overdue Access Fee and the consequences of non-payment;
"Products & Services" means the products and services made available as may be changed or updated by the Service Provider from time to time subject to the restrictions set out under these Terms;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or un-registrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Personal Data" means personal data under any of the Data Protection Laws;
"Platform" means the platform managed by the Service Provider and used by the Service Provider to provide the Products and Services to the Subscriber including the application and database software for the Products and Services, the system and server software used to provide the Products and Services, and the computer hardware on which that application, database, system and server software is installed; and
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services;
2.1 Any Subscription Service shall constitute an integral part of these Terms and shall complement and supplement these Terms.
2.2 Disclaimer: The provisions of these Terms shall apply equally to both the Subscriber and the Invited Users . Additionally, these Terms shall apply to any Subscriber and Invited Users using the Service Provider’s website from any country worldwide.
3.1 The Service Provider reserves the right to modify these Terms from time to time, so please review and read these Terms regularly. If the Service Provider makes any material changes to these Terms, the Service Provider will notify the Subscribers by email, and/or by means of a notice on our homepage prior to the changes becoming effective. The Subscriber continued use of the Service Provider website after any updates to these Terms shall constitute an acceptance of the updated Terms.
3.2 Any proposed amendments to these Terms shall be deemed accepted and shall become part of these Terms thirty (30) days after the relevant notice has been duly served to the -Subscriber.
4.1 The Service Provider hereby grants to the Subscriber a worldwide, non-exclusive licence to use the Platform for the internal business purposes of the Subscriber in accordance with the provisions of these terms. The Subscriber acknowledges and agrees, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws that:
A. The Subscriber determines who is an Invited User and what level of user role access to the Service that the Invited User has;
B. The Subscriber is responsible for the Invited User and manner of use of the Service by all Invited Users;
C. In the event of any dispute between a Subscriber and an Invited User regarding access to the Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have if any.
The license granted by the Service Provider to the Subscriber to use the Platform under Clause 4 shall be limited only to the officers, employees, agents and subcontractors of the Subscriber (“ Invited Users”). Furthermore, The Subscriber warrants that it will (i) ensure that all employees who have access to the Service Provider's website are authorized to do so, (ii) immediately notify the Service Provider of any changes to its employee roster, including new hires, terminations, and changes in job roles, (iii) revoke access to the Service Provider's website for any employee who has left the Subscriber's company. The Subscriber is responsible for any unauthorized access to the Service Provider's website by its employees.
4.2. Except to the extent expressly permitted in this agreement or required by law on a non-excludable basis, the licence granted by the Service Provider to the -Subscriber under Clause 4 is subject to the following prohibitions:
(a) the Subscriber must not sub-license its right to access and use the Platform;
(b) the Subscriber must not permit any un-authorized person or application to access or use the Platform except for the Invited Users ;
(c) the Subscriber must not use the Platform to provide services to third parties;
(d) the Subscriber and the Invited Users must not republish or redistribute any content or material from the Platform; and
(f) Except for the Invited Users and the Subscriber, the Subscriber must not conduct or request that any other person conduct any load testing or penetration testing on the Platform without the prior written consent of the Service Provider.
4.3 The Service Provider shall use reasonable commercial endeavours to maintain the availability of the Platform to the Subscriber at the gateway between the public internet and the network of the hosting services provider for the Platform.
4.4 For the avoidance of doubt, any downtime caused directly or indirectly by any of the following shall not be considered a breach of these Terms:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Subscriber's computer systems or networks;
(d) any breach by the Subscriber of these Terms; or
(e) scheduled maintenance carried out in accordance with these Terms.
4.5 The Subscriber must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform.
4.6 The Subscriber must not use the Platform in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Service Provider to its other Subscribers using the Platform; and the Subscriber acknowledges that the Service Provider may use reasonable technical measures to limit the use of Platform resources by the Subscriber for the purpose of assuring services to its Subscribers generally.
4.7 The Subscriber must not use the Platform:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.8 For the avoidance of doubt, the Subscriber has no right to access the software code (including object code, intermediate code and source code) of the Platform.
4.9 Under these Terms, the Subscriber may not (a) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Products and Services; (b) reproduce, modify, create, or prepare derivative works of any of the Products and Services or related documentation; (c) distribute or display any of the Products and Services or related documentation other than to the authorized users; (d) share, sell, rent, or lease or otherwise distribute access to the Products and Services, or use the Products and Services to operate any timesharing, service bureau, or similar business; (e) create any security interest in the Products and Services; (f) alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within or on the Products and Services or related documentation; (g) disclose the results of any Products and Services or program benchmark tests to any third parties without the Provider’s prior written consent; (h) employ any measure intended to circumvent limitations to the purchased credits under the license; or (i) use automated means, such as bots or crawlers, to access any Products and Services or extract information therefrom (except such means as are expressly approved in advance in writing by the Provider).
4.10 The Subscriber hereby authorizes the Service Provider to use the Subscriber’s name and logo for its marketing efforts unless and until such authorization is revoked in advance in writing.
5.1 The Service Provider may from time to time suspend the Platform for the purposes of scheduled maintenance to the Platform provided that such scheduled maintenance must be carried out in accordance with this Clause 5.
5.2 The Service Provider shall where practical give to the Subscriber at least (1) Business Day' prior written notice of scheduled maintenance that will or is likely to, affect the availability of the Platform or have a material negative impact upon the Platform.
5.3 The Service Provider shall ensure as much as practically possible that all scheduled maintenance is carried out outside the Business Hours.
6.1 The Service Provider shall provide the Support Services to the Subscriber.
6.2 The Service Provider shall provide the Support Services with reasonable skill and care.
6.3 The Service Provider shall make available to the Subscriber a helpdesk.
6.4 The Subscriber may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Subscriber must not use the helpdesk for any other purpose.
6.5 The Service Provider shall respond promptly to all requests for Support Services made by the Subscriber through the helpdesk.
6.6 The Service Provider shall have no obligation to provide Support Services:
(a) In respect of any issue caused by the improper use of the Platform by or on behalf of the Subscriber; or
(b) In respect of any issue caused by any alteration to the Platform, or to the configuration of the Platform, made without the prior written consent of the Service Provider.
7.1 The Subscriber hereby grants to the Service Provider a non-exclusive, worldwide licence to:
(a) Copy, store and transmit the Customer and the Invited Users data; and
(b) Edit, translate and create derivative works of the Subscriber and the Invited Users data;
to the extent reasonably required for the performance of the obligations of the Service Provider under these Terms. The Subscriber also grants to the Service Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers strictly for this purpose and subject to any express restrictions elsewhere in these Terms.
7.2 The Service Provider may access, collect, and use any information from or relating to the Subscriber and the Invited Users and the -Subscriber and the Invited Users’ use of the Platform (herein defined as the “Related Information”) for customer and technical support, for regulatory and third-party compliance purposes, to protect and enforce the Provider’s rights, to monitor compliance with and investigate potential breaches these Terms, and to recommend additional products or services to the Subscriber. Further, the Service Provider may share this information with the Service Provider’s partners or affiliates for the same purposes. In addition, the Subscriber and the Invited Users hereby grants the Service Provider and its affiliates the perpetual right to use Related Information for purposes such as to test, develop, improve, and enhance the Service Provider’s products and services, and to create and own derivative works based on Related Information, so long as neither the Subscriber, nor any authorized user nor any other individual is identifiable as the source of such information.
7.3 The Service Provider will collect the following information from the Subscriber and the Invited Users -: first name, last name, email address, phone number, title, scope of work, location of the warehouse.
8.1 The Subscriber acknowledges and agrees that and any related documentation (including, without limitation, the content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents, and other intellectual property comprising the Platform and/or the Products and Services) are the property of the Service Provider, whether or not they are trademarked, copyrighted, or patented.
8.2 Nothing in these Terms shall operate to assign or transfer any Intellectual Property Rights from the Service Provider to the Subscriber, or from the Subscriber to the Service Provider. This includes, without limitation, any licensed materials that Subscriber downloads, prints, saves, or incorporates into other materials. The Subscriber further acknowledges and agrees that the Platform and/or the Products and Services, in whole or in part, are unique, special, and valuable.
9.1 The Subscriber will pay an Access Fee to the Service Provider as outlined in the selected package or bundle, or as specified for the type of field (e.g., plot, pivot, greenhouse, or nursery) purchased on the Platform.
9.2 All amounts stated in or in relation to these Terms are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Subscriber to the Service Provider.
10.1 The Service Provider shall issue invoices for the Access Fee to the Subscriber in advance of the period to which they relate.
10.2 The Subscriber must pay the Access Fee to the Service Provider within the period of 15 days following the issue of an invoice (“Due Date”) in accordance with this Clause 10 provided that the Access Fee must in all cases be paid before the commencement of the period to which they relate.
10.3 The Subscriber must pay the Access Fee using debit card, credit card, direct debit or bank transfer. The payment will be automatically deducted based on subscriber’s chosen monthly or annual subscription bundle or package.
10.4 If the Subscriber fails to make a payment by the Due Date, the Service Provider will send immediate notification to the Subscriber requesting an update to their payment information. If payment is not received within seven (7) days of the initial notification, the Service Provider will send a second reminder to the Subscriber after fourteen (14) days. On the fifteen (15) days, the Service Provider reserves the right to cancel the Subscriber's subscription. Upon cancellation, the Subscriber will receive an email notification and will no longer have access to the Service Provider's website or services.
10.5 All monetary amounts specified in these Terms are in United States dollars unless otherwise expressly stated.
10.6 The Subscriber may cancel their subscription to the Service Provider’s website at any time by visiting the billing page. Cancellation will prevent the automatic renewal of the subscription. However, the Subscription will remain active until the end of the current term. No refunds of the Access Fee paid by the Subscriber will be made by the Service Provider.
11.1 The Service Provider must:
(a) keep the Subscriber Confidential Information strictly confidential;
(b) not disclose the Subscriber Confidential Information to any person without the Subscriber's prior written consent, and then only under conditions of confidentiality approved in writing by the Subscriber;
(c) use the same degree of care to protect the confidentiality of the Subscriber Confidential Information as the Service Provider uses to protect the Service Provider's own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Subscriber Confidential Information; and
(e) not use or allow the use of any of the Subscriber Confidential Information for any purpose other than those pertaining to the performance of the Service Provider’s obligations under these Terms.
11.2 Notwithstanding Clause 11.1, the Service Provider may disclose the Subscriber Confidential Information to the Service Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Subscriber Confidential Information for the performance of their work with respect to these Terms and who are bound by a written agreement or professional obligation to protect the confidentiality of the Subscriber Confidential Information.
11.3 This Clause 11 imposes no obligations upon the Service Provider with respect to:
(a) Subscriber Confidential Information that is known to the Service Provider before disclosure under these Terms and is not subject to any other obligation of confidentiality;
(b) Subscriber Confidential Information that is or becomes publicly known through no act or default of the Service Provider;
(c) Subscriber Confidential Information that is obtained by the Service Provider from a third party in circumstances where the Service Provider has no reason to believe that there has been a breach of an obligation of confidentiality; or
(d) information that is independently developed by the Service Provider without reliance upon or use of any Subscriber Confidential Information.
11.4 The restrictions in this Clause 11 do not apply to the extent that any Subscriber Confidential Information is required to be disclosed by any law or regulation, or by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Service Provider on any recognised stock exchange. If the Service Provider makes a disclosure to which this Clause 11.4 applies then, to the extent permitted by applicable law, the Service Provider shall promptly notify the Subscriber of the fact of the disclosure, the identity of the disclose, and the Subscriber Confidential Information disclosed.
11.5 The provisions of this Clause 11 shall continue in force for a period of two (2) years following the termination of these Terms, at the end of which period they will cease to have effect.
12.1 The Service Provider shall comply with the Data Protection Laws with respect to the processing of Personal Data relating to these Terms.
12.2 The Subscriber warrants to the Service Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Service Provider under or in connection with these Terms to the extent necessary for the Service Provider to provide its Products & Services to the-Subscriber.
12.3 The Subscriber shall only supply to the Service Provider, and the Service Provider shall only process, in each case under or in relation to these Terms:
(a) the Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 3 of the Subscription Service (Data processing information) (or such other categories as may be agreed by the parties in writing); and
(b) Personal Data of the types specified in Section 2 of Schedule 3 of the Subscription Service (Data processing information) or such other types as may be agreed by the parties in writing.
12.4 The Service Provider shall only process the Personal Data for the purposes specified in Section 3 of Annex 2 of the Subscription Service (Data processing information).
12.5 The Service Provider shall only process the Personal Data during the Term and for not a period exceeding the period needed to satisfy the purpose of such a processing, subject to the other provisions of this Clause 12.
12.6 The Service Provider shall only process the Personal Data on the documented instructions of the Subscriber including with regard to transfers of the Subscriber Personal Data to a third country under the Data Protection Laws as set out in this Agreement or any other document agreed by the parties in writing. The Service Provider will only transfer the Personal Data to third countries with a data protection level similar to that mandated by the Data Protection Laws.
12.7 The Subscriber hereby authorises the Service Provider to freely transfer Personal Data pertaining to these Terms as long as such a transfer is valid under the Data Protection Laws.
12.8 The Service Provider shall promptly inform the Subscriber if, in the opinion of the Service Provider, an instruction of the Subscriber relating to the processing of the Subscriber Personal Data infringes the Data Protection Laws.
12.9 Notwithstanding any other provision of these Terms, the Service Provider may process the Personal Data if and to the extent that the Service Provider is required to do so by the applicable law. In such a case, the Service Provider shall inform the Subscriber of the legal requirement before processing, unless that law prohibits such information.
12.10 The Service Provider shall ensure that persons authorised to process the Subscriber Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
12.11 The Service Provider shall implement appropriate technical and organizational measures to ensure an appropriate level of security for the Subscriber Personal Data, including those measures as specified in the Subscription Service (Data processing information).
12.12 The Service Provider must not engage any third party to process the Personal Data without the prior specific or general written authorisation of the Subscriber. In the case of a general written authorisation, the Service Provider shall inform the Subscriber at least fourteen (14) days in advance of any intended changes concerning the addition or replacement of any third-party processor, and if the Subscriber objects to any such changes before their implementation, then the Service Provider must not implement the changes. The Service Provider shall ensure that each third-party processor is subject to equivalent legal obligations as those imposed on the Service Provider by this Clause 12.
12.13 The Service Provider is hereby authorised by the Subscriber to engage, as sub-processors with respect to Subscriber Personal Data the third parties, and third parties within the categories, identified in the Order Documents (Data processing information). The Service Provider will only transfer the Personal Data to third parties applying a data protection level similar to that mandated by the Data Protection Laws and to the extent required by the Service Provider to provide its Products & Services to the-Subscriber.
12.14 The Service Provider shall, insofar as practically possible, and taking into account the nature of the processing, take appropriate technical and organizational measures to assist the -Subscriber with the fulfilment of the Subscriber's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
12.15 The Service Provider shall assist the Subscriber in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws.
12.15 The Service Provider must notify the Subscriber of any Personal Data breach affecting the Personal Data without undue delay and, in any case, not later than 72 hours after the Service Provider becomes aware of the breach.
12.17 The Service Provider shall make available to the Subscriber all information necessary to demonstrate the compliance of the Service Provider with its obligations under this Clause 12.
12.18 The Service Provider shall, at the choice of the Subscriber, delete or return all of the Personal Data to the Subscriber after the provision of services relating to the processing, and shall delete existing copies save to the extent that the applicable law requires storage of the relevant Personal Data.
12.19 The Service Provider shall allow for and contribute to audits, including inspections, conducted by the Subscriber or another auditor mandated by the Subscriber in respect of the compliance of the Service Provider's processing of Personal Data with the Data Protection Laws and this Clause 12.
12.20 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms, then the parties shall use their best endeavours promptly to agree such variations to these Terms as may be necessary to remedy such non-compliance.
13.1 The Service Provider warrants to the Subscriber that:
(a) the Service Provider has the legal right and authority to enter into these Terms and to perform its obligations under these Terms;
(b) the Service Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Service Provider's rights and the fulfilment of the Service Provider's obligations under these Terms; and
(c) the Service Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms.
13.2 The Service Provider warrants to the Subscriber that the Products and Services when used by the Subscriber in accordance with these Terms will not breach any laws, statutes or regulations applicable under the applicable law.
13.3 The Subscriber warrants to the Service Provider that it has the legal right and authority to enter into these Terms and to perform its obligations under these Terms.
13.4 All of the parties' warranties and representations in respect of the subject matter of these Terms are expressly set out in these Terms. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of these Terms will be implied into these Terms or any related contract.
14.1 The Subscriber acknowledges that complex software is never wholly free from defects, errors and bugs.
14.2 The Subscriber acknowledges that complex software is never entirely free from security vulnerabilities.
15.1 Nothing in these Terms will:
(a) limit or exclude any liability for gross negligence or intentional misconduct;
(b) limit any liabilities in any way that is not permitted under the applicable law; or
(c) exclude any liabilities that may not be excluded under the applicable law.
15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms:
(a) are subject to Clause 15.1; and
(b) govern all liabilities arising under these Terms or relating to the subject matter of these Terms, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms.
15.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
15.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
15.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.
15.6 Neither party shall be liable to the other party in respect of any loss of use or production.
15.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
15.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.
15.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
15.10 The liability of the Service Provider to the under these Terms in respect of any event or series of related events shall not exceed the total amount paid by the Subscriber to the Service Provider under these Terms in the 12-month period preceding the commencement of the event or events.
15.11 The aggregate liability of the Service Provider to the -Subscriber under these Terms shall not exceed the total amount paid by the Subscriber to the Service Provider under these Terms.
16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under these Terms (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
16.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under these Terms, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
16.3 A party whose performance of its obligations under these Terms is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
17.1 Either party may terminate these Terms by giving to the other party at least 60 days' written notice of termination.
17.2 Either party may terminate these Terms immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms.
17.3 Subject to the applicable law, either party may terminate these Terms immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under these Terms); or
(d) if that other party is an individual:
(i) that other party becomes incapable of managing his or her own affairs as a result of illness or incapacity; or
(ii) that other party is the subject of a bankruptcy petition or order, and if that other party dies then these Terms shall automatically terminate.
18.1 Upon the termination of these Terms, all of the provisions of these Terms shall cease to have effect, save that the following provisions of these Terms shall survive and continue to have effect in accordance with their express terms or otherwise indefinitely: Clauses 1, 4.10, 10.2, 10.4, 11, 12, 15, 18, 19, 22 and 23.
18.2 Except to the extent expressly provided otherwise in these Terms, the termination of these Terms shall not affect the accrued rights of either party.
18.3 Within 30 days following the termination of these Terms for any reason:
(a) the Subscriber must pay to the Service Provider any Access Fee in respect of Products and Services provided to the Subscriber before the termination of these Terms; and
b) Upon termination of this Agreement, the Service Provider shall not be obligated to refund any Access Fee paid by the Subscriber for Products or Services.
19.1 The Subscriber agrees to indemnify, defend, and hold harmless the Service Provider and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns from and against any and all actual or threatened claims of third parties arising out of or in connection with (a) The Subscriber access or use of the Platform in violation of any law, (b) The Subscriber violation of any provision of these Terms , (c) The Subscriber sending of any information, messages, or materials to the Products and Services (including, but not limited to, through e-mail, mail, or fax) in violation of any law or the rights of any third party, or (d) the use of the Platform by any third party to whom the Subscriber has granted access (including access obtained by such third party through use of the usernames and passwords assigned to the Customer and its personnel).
19.2 The Service Provider shall indemnify the Subscriber for any damages finally awarded by any court of competent jurisdiction against the Subscriber in, or for amounts paid by the Subscriber under a settlement approved by the Service Provider in writing of, any legal proceeding brought by a third party alleging that the Platform infringes upon or violates the intellectual property rights of any such third party. The foregoing indemnification obligations do not apply if (a) the allegation does not state with specificity that the Products and Services are the basis of the claim against the -Subscriber; (b) a claim against the Subscriber arises from the use or combination of the Products and Services or any part thereof with software, hardware, data, or processes not provided by the Service Provider; or (c) a claim against the -Subscriber arises from the Subscriber’s breach of these Terms.
19.3 As a condition to any right to indemnification under these Terms , the indemnified party must (a) promptly give the indemnifying party written notice of the claim or proceeding, (b) give the indemnifying party sole control of the defense and settlement of the claim or proceeding (except that the indemnifying party may not settle any claim or proceeding unless it unconditionally releases the indemnified party of all liability), and (c) give the indemnifying party all reasonable assistance, at the indemnifying party’s expense. This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any claim or proceeding subject to clause (15) of these Terms.
20.1 Any notice from one party to the other party under these Terms must be given by one of the following methods using the relevant contact details set out in Clause 20.2:
(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
(b) sent by email to the specified contact details under these Terms.
20.2 The addressee and contact details set out in these Terms may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 20.
21.1 Subject to any express restrictions elsewhere in these Terms, the Service Provider may subcontract any of its obligations under these Terms, provided that the Service Provider must give to the Subscriber, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
21.2 The Service Provider shall remain responsible to the Subscriber for the performance of any subcontracted obligations.
21.3 Notwithstanding the provisions of this Clause 20 but subject to any other provision of these Terms, the Subscriber acknowledges and agrees that the Service Provider may subcontract to any reputable third-party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.
22.1 No breach of any provision of these Terms shall be waived except with the express written consent of the party not in breach.
22.2 If any provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
22.3 These Terms may not be varied except by a written document signed by or on behalf of each of the parties.
22.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms.
22.5 These Terms are made for the benefit of the parties and are not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to these Terms are not subject to the consent of any third party.
22.6 Subject to Clause 15.1, these Terms shall constitute the entire agreement between the parties in relation to the subject matter of these Terms, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
22.7 The parties hereby agree that they are independent contractors, and these Terms do not create a partnership, franchise, joint venture, general agency, fiduciary or an employment relationship between the parties.
22.8 These Terms shall be governed by and construed in accordance with English law.
22.9 Any dispute, controversy or claim arising out of or relating to these Terms, its interpretation, execution, the termination or invalidity thereof, and has not been settled amicably, shall be settled by arbitration in accordance with the Rules of Arbitration of the Cairo Regional Centre for International Commercial Arbitration. The number of arbitrators shall be one; the place of arbitration shall be Cairo; and the language to be used in the arbitral proceedings shall be English.
22.10 These terms and conditions shall be applicable to all Users/Customers of Aydi and its affiliates entities worldwide.
23.1 In these Terms, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
23.2 The Clause headings may not affect the interpretation of these Terms.
23.3 References in these Terms to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
23.4 In these Terms, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
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