2. Definitions

2.1 “Agreed Proposal  (P/ZOHO/XXX/639YY)”: is an official offer for the supply of software, goods and/or professional services signed by the customer as a commitment to purchase incorporated into and with these standard terms

2.2 “Contract Basis”: the basis upon which the software, goods and/or services are sold as specified on the Agreed Proposal  (P/ZOHO/XXX/639YY)  for each item line included on that Agreed Proposal  (P/ZOHO/XXX/639YY)  including any special terms and support conditions also defined on the Agreed Proposal  (P/ZOHO/XXX/639YY).

2.3 “Confidential Information”: the following information regardless of how it is communicated:

a) The pricing of any services performed or to be performed under this contract;

b) Trade secrets or know-how;

c) technical data or specifications, commercial information or data or ideas belonging to the person who has communicated the information (or someone with whom it has a business relationship) or relating to its/their business or affairs, the release of which could either be damaging to any of them or be advantageous to its/their rivals or others; and

d) any other information which the person receiving it should realize is confidential when considered in the context of the industry in which the person who has communicated the information is involved

2.4 “IPR”: all intellectual property rights arising by or concerning copyright, database rights, patents, trade-marks (registered or unregistered), applications for any of the foregoing, trade secrets and know-how and any other similar rights in any country

2.5 “You” and “Your”: the customer referred to on a signed Agreed Proposal (P/ZOHO/XXX/639YY)

2.6 “We” and “Us”: AL FAHAD FORTUNE TRADING LLC, its employees and agents

3. Interpretation

3.1 The clause headings in this contract are for ease of reference only and are not intended to influence its meaning

3.2 Any phrase that starts with ‘including’, ‘in particular’, ‘for example’, ‘e.g.’, ‘such as’ or any similar expression is just giving examples and is not a complete list

3.3 Where the terms and conditions on the Agreed Proposal (P/ZOHO/XXX/639YY), described under “Terms and conditions”, “Payment Milestone” “Methodology/Model” conflict with these standard terms, the terms specified on the Agreed Proposal (P/ZOHO/XXX/639YY) will prevail

4. Data Protection

4.1 Where we process personal data as a data processor on your behalf as part of the provision of services under this contract, we will:

a) act only on your instructions as the data controller;

b) comply with your instructions concerning the processing of the personal data; and

c) take all appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and accidental loss or destruction of, or damage to, personal data

4.2 You agree that your responsibilities concerning personal data in respect of which we are the data controller are equivalent to those imposed on us by clauses 4.1

5. Confidential Information

5.1 We shall maintain the confidentiality of your Confidential Information and shall not use or disclose any of it without your prior written consent except as referred to in clause 5.2 or where it is necessary to fulfil our obligations under this contract or where it is required by law

5.2 We will only disclose your Confidential Information to our group companies and to those of our officers, staff and professional advisors who need it to fulfil this contract or to give professional advice

5.3 You agree that your responsibilities in respect of our Confidential Information are equivalent to those imposed on us by clauses 5.1 and 5.2

5.4 Clauses 5.1, 5.2 and 5.3 will still apply after this contract ends, except to information which has lost its necessary quality of confidence other than as a result of a breach of clauses 5.1, 5.2 or 5.3 or a disclosure made by someone else in breach of any other obligation of confidence

5.5 You agree that we may name you as a customer in a general context. Subject to your prior approval of the wording to be used (such approval not to be unreasonably withheld or delayed), you also agree that we may use your name in publicity material (such as white papers) which refers to you as a user of specific products or services. You also agree to accept up to three reference site visits per year from prospective customers of ours

6. No Poaching (Intellectual Assets)

6.1 While this contract is in force and for approximately two months after it has come to an end, you will not, directly or indirectly, seek to employ or otherwise engage the services of any of our representatives, whether they are staff employees or sub-contractors, who have been involved in the performance of this contract during the preceding 2 month period. Any waiver of this prohibition will only be effective if it is made in writing and signed by one of our authorized representatives and once payment has been made by you to us of a sum equal to three months’ basic salary for the relevant member of staff

6.2 We agree that our responsibilities concerning your staff are equivalent to those imposed on you by clause 6.1

7. Limitations of Liability

Our aggregate liability for all defaults will not, in any event, exceed a sum equal to the total fees payable under that Agreed Proposal (P/ZOHO/XXX/639YY). In this clause, default means any act, statement, omission or negligence on our part in connection with, or concerning, Agreed Proposal (P/ZOHO/XXX/639YY) or the relationship established by that Agreed Proposal (P/ZOHO/XXX/639YY)

8. Termination

8.1 We may terminate the provision of goods and/or services under Agreed Proposal (P/ZOHO/XXX/639YY) at any time with immediate effect by giving you written notice if:

a) You have committed a material breach of this contract and, in the case of a breach which is capable of being put right, you have failed to remedy that breach within 5 working days of receiving from us a written request that you should do so

8.2 Any work in progress time and expenses, at our standard rates, incurred by us up to the date of termination will fall due for immediate payment

9. General

9.1 This contract and the Agreed Proposal (P/ZOHO/XXX/639YY) together represent the entire agreement and understanding between you and us relating to the provision of software, goods and/or professional services; it completely replaces any previous contract or understanding between you and us on that subject. Subject to clause 7, you acknowledge that in entering into this contract you have not relied on any representation or statement (written or oral) made by any person other than those set out on the Agreed Proposal  (P/ZOHO/XXX/639YY)  and in this contract. You also acknowledge that, in respect of the representations and statements which are set out herein, your only remedy shall be for breach of contract under the terms of this contract

9.2 You agree that you are responsible for ensuring the accuracy of the terms and detailed content of the order which becomes binding once signed. Should you request a change or the correction of any error after signing the order and making that change incurs costs or losses on our part, you will be liable to cover those costs in full. We will notify you of any potential costs upon receipt of the instruction to change the order

9.3 You acknowledge that all advice, instructions, or recommendations made by us as part of the sale process were dependent on the information you have provided to us

9.4 The terms of this contract have been agreed between us in place of all warranties, conditions, undertakings, terms and obligations concerning the subject matter of this contract which might have applied were it not for this clause