Legal Notice

Last updated: August 14, 2023

Swyt Solutions FZ LLC, a Dubai Internet City company of which the address is In5 Tech, Unit HD41A, P.O. Box 500826 Dubai, UAE, hereinafter referred as “Swyt”, or as “the Company”.

Agreement

1. Definitions

In this Agreement, except to the extent expressly provided otherwise:
"Agreement" means this agreement and any amendments to this Agreement from time to time;
"Client Data" means any data that is processed by Swyt on behalf of the Client under or in relation to this Agreement;
“Client Materials” is defined in clause 11.2;
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, where relevant and in force and applicable to Client Data; "Effective Date" means the date of execution of this Agreement by both parties;
“ERP” means Enterprise resource planning"Personal Data" means any information which identifies a person;
"Plan" means any subscription plan and its associated pricing mentioned in this Agreement and attached Appendix“Services” means the services provided by Swyt to the Client under this Agreement as defined in clause 2.1;
“SaaS” means Software as a Service"
Swyt Platform" means the Swyt Software as a Service Platform owned and published by Swyt Solutions FZ-LLC;
"Term" means the term of this Agreement, commencing in accordance with clause 5.1 and ending in accordance with clause 5.2;

2. Swyt Obligations

2.1. For the Term, Swyt shall, in accordance with all terms and conditions of this Agreement provide to Client the following services ("Services"): a. access and use of the Swyt Platform an internet–accessible SaaS described in APPENDIX 1 which is being hosted by Swyt Solutions FZ-LLC; or its service provider and made available to the Client over a network; and b. maintenance and support services described in article 2.2.
2.2 Swyt agrees to make commercially reasonable efforts to ensure the availability and uptime of the platform. Swyt will strive to maintain uninterrupted access to the platform, subject to reasonable maintenance windows and unforeseen circumstances. In particularly: a. The Company commits to providing at least 99% uptime for the SaaS platform, calculated on a monthly basis; and b. Uptime is defined as the percentage of time during which the platform is accessible and operational, excluding any scheduled maintenance or force majeure events. Maintenance and Scheduled Downtime: Swyt will make reasonable efforts to schedule maintenance windows outside of peak usage times, and will provide advance notice, when possible, to the Client regarding any planned downtime. Swyt will strive to minimize the impact of scheduled maintenance and complete it as quickly as possible. Unforeseen Downtime: In the event of unforeseen downtime or service interruptions, Swyt will make all reasonable efforts to promptly resolve the issues and restore service within a reasonable timeframe. Swyt will notify the Client, when possible, of any unplanned downtime and provide regular updates on the progress of resolution. The uptime commitment does not apply to downtime or service interruptions caused by factors beyond Swyt reasonable control, including but not limited to acts of nature, cyber attacks, or any other force majeure events. The uptime commitment also excludes planned maintenance windows and any downtime resulting from the Client's actions or omissions, misuse of the platform, or third-party services integrated with the platform.
2.3. Swyt shall perform the Services: in accordance with this Agreement; and ensuring at all times it obtains, maintains and complies with all consents, permissions, licences or authorisations required by applicable laws to provide the Services under this Agreement and ensure that the Services comply with all applicable laws;
2.4. In case the Client is connecting its own communications channels (e.g. email console, servers, etc.) its own collaborative tools (e.g. Slack, Microsoft Teams, etc.), its own SaaS (e.g. FreshBooks, BambooHR, etc.), its own ERP (e.g. SAP, Odoo, etc.) or any other proprietary data services into the Swyt Platform, Swyt is committed to not using them for any activities unrelated to their partnership.

3. Software license

3.1. During the Term, the Client will receive a non-exclusive, non-assignable, royalty free, worldwide right to access and use the Swyt Platform solely to obtain the benefit of the Services subject to the terms of this Agreement.
3.2. The Client acknowledges that this Agreement is a services agreement and Swyt will not be delivering copies of the Swyt Platform (or any other SaaS copies) to the Client as part of the Services.

4. Client obligations

4.1. For the Term, the Client agrees to: comply with the policies and reasonable written instructions of Swyt; be responsible for (i) all use of the Services registered under its account; and (ii) the accuracy, quality, integrity and legality of all Client Data; use commercially reasonable efforts to (i) prevent unauthorized access to or use of the Services by third parties; and (ii) configure its systems in a way to reasonably prevent unauthorized users from accessing the Services; notify Swyt within a reasonable time of any unauthorized access to or use of the Services in breach hereof, (and Client hereby permits Swyt to deactivate such compromised accounts or users). Where reasonably necessary, Swyt may log into user accounts to debug the Services to be solely responsible for allocating appropriate roles and privilege access to its employees or authorized users on the Swyt platform. The Client shall ensure that each employee or authorized user is assigned a role and access privileges commensurate with their job responsibilities and authorized usage requirements to revoke access to the Swyt platform of any employee who has left or terminated their employment or engagement with the Client. The Client shall establish and follow a defined process to ensure the timely removal of platform access for departing employees
4.2. Client shall not, and shall not permit anyone to: (i) copy or republish the Services or the Swyt Platform; (ii) make the Services available to any person other than authorized users, (iii) modify or create derivative works based upon the Services, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Swyt Platform; (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Swyt Platform used to provide the Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the Services in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Swyt shall own all right, title and interest in and to the Swyt Platform, the Services, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Client agrees to assign all right, title and interest it may have in the foregoing to Swyt.

5. Term and Termination

5.1. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”).
5.2. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, a “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.
5.3. Both Parties shall have the right to terminate this Agreement at any time for any or no reason by giving thirty (30) days’ prior written notice to the other Party.
5.4. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party if that other Party has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days’ opportunity for the breaching Party to cure such breach.

6. Effect of termination

6.1. From and following the date of termination of this Agreement, each Party’s rights and obligations under this Agreement shall terminate other than the Client’s obligation to pay the fees accrued prior to the termination of this Agreement immediately. Subject to the terms of this Agreement, the Client acknowledges it is not entitled to receive a refund of any paid amounts up to the date of termination and over the thirty (30) day notice period.
6.2. From and following the date of termination of this Agreement: (a) the accrued rights and liabilities of the Parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, will not be affected; (b) to the extent relevant, Swyt will provide reasonable termination assistance to the Client, as reasonably requested by the Client, including completing all checks submitted prior to termination in accordance with the terms of this Agreement; and (c) unless otherwise requested, Swyt will retain the Client Data for a period of at least sixty (60) days following the effective date of termination to enable the orderly download of such Client Data by the Client, and will provide all reasonable assistance to the Client in making available, deleting or destroying, at the Client’s request, the Client Data. Upon termination of this Agreement all rights and obligations granted therein will immediately terminate except that any accrued rights and the following sections will survive: 5, 6, 7, 8, 9, 10, 11, 13, 16, and 18.

7. Plan pricing and payment conditions

6.1. From and following the date of termination of this Agreement, each Party’s rights and obligations under this Agreement shall terminate other than the Client’s obligation to pay the fees accrued prior to the termination of this Agreement immediately. Subject to the terms of this Agreement, the Client acknowledges it is not entitled to receive a refund of any paid amounts up to the date of termination and over the thirty (30) day notice period.
7.2. Any payments due hereunder shall be grossed-up for any non-refundable withholding tax imposed on the Client by a governmental entity.
7.3. In case of sudden market changes in the SaaS industry, Information Technology industry, or any other cost, Swyt reserves the right to modify its standard Plan pricing accordingly. Swyt will make reasonable endeavours to keep the Client informed of updates to its Plan pricing.
7.4. Swyt will have the right to update its standard Plan pricing from time to time and inform in writing the Client no-less than 30 days prior to such change. Such written notice may be provided by Swyt using certified in-app message, email or any other reasonable means of written communication.
7.5. Swyt will invoice for all amounts due hereunder as described in APPENDIX 1. The Client agrees to pay said invoices according to the terms in the same APPENDIX 1. If the Client breaches this Agreement (including by not paying any due invoices by the due date as set out in APPENDIX 1), Swyt may suspend the Client’s access to the Services until such breach is remedied.
7.6. Payment Terms. The Client agrees to pay a monthly subscription fees for the Services described in the Article 2 in accordance with the agreed-upon payment terms stated in this agreement. Payment shall be made by the Client to Swyt within [5] days from the invoice date.The Client acknowledges and agrees that if the Swyt platform is fully accessible and operational on the first day of a calendar month, the Client shall be obligated to pay the full monthly fee for that month, regardless of subsequent service interruptions or downtime. The Client understands that the availability of the Swyt platform on the first day of the month establishes the baseline for payment obligation for that entire month.
7.2. Any payments due hereunder shall be grossed-up for any non-refundable withholding tax imposed on the Client by a governmental entity.
7.8 Suspension of Services:If the Client fails to make the payment within the grace period specified in section 7.6 (b), Swyt reserves the right to suspend or temporarily restrict access to the Swyt platform until the payment is received in full. Swyt shall not be liable for any losses or damages incurred by the Client as a result of the suspension of services due to late payment.

8. Data protection

8.1. Swyt will process the Client Data in accordance with its Privacy Policy available at https://www.swyt.me/data-privacy/.
8.2. The Client warrants and undertakes that it has, at all times, all necessary consents as required by Data Protection Law, in order to provide the Client Data to Swyt including in relation to international transfer under clause 8.4 if required by law.
8.3. Swyt warrants and undertakes that all employees of Swyt will comply with Data Protection Laws.
8.4. The Client agrees that Swyt may transfer Client Data to countries where Swyt operates. This clause 8.4 may be objected to by the Client by notice in writing, but the Client understand that it will impact the Services delivery.
8.5. Swyt shall comply with the reasonable written instructions of the Client in relation to enquiries received from data subjects or third parties in relation to the Client Data.

9. Warranties

9.1. Swyt warrants that: it will provide and allocate sufficient, experienced and qualified resources to provide the Services in accordance with the terms of this Agreement; it will notify the Client immediately if it becomes aware of any event that is likely to have an adverse impact on the Services; and the provision of the Services will not infringe the intellectual property rights of any third party. The Client acknowledges and agrees that for any breach of this warranty, its exclusive remedy shall be as provided in clause 5.4 (Termination for Cause) and clause 6 (Effect of Termination).
9.2. During the Term and after termination of this Agreement for any reason whatsoever, the Client expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of Swyt and will not make or publish any disparaging remarks concerning Swyt, its representatives, or the Services.The Client warrants that it will use the Service in accordance with the permissible usage of service policies outlined in Appendix 2 and the policies mentioned throughout this Agreement. It also warrants that it will not use the Service to do anything unlawful.
9.3. Swyt takes no responsibility and shall have no liability, for any incorrect or inaccurate content posted related to the Swyt Platform apps and websites whether stated by Swyt, any user, partner or other person.
9.4. Both parties represent and warrant that they have full corporate power and authority to execute and deliver this agreement and to perform their obligations hereunder, and that the person whose signature appears below is duly authorized to enter into this agreement on behalf of the party.

10. Indemnification

10.1. By agreeing to this Agreement, the Client agrees to indemnify, defend and hold harmless Swyt, its employees, suppliers and affiliates from and against any losses, damages, fines and expenses, arising out of or relating to any claims that the Client has used the Service in violation of any law, provisions of the terms or any other claim related to its use of Services, except where such use is authorized by Swyt.
10.2. Swyt agrees to defend, hold harmless and indemnify Client and its affiliates from and against any claims, liabilities, suits, judgments, litigation costs, causes of action, demands, recoveries, losses, damages (actual and consequential), fines, penalties, and attorneys’ fees or other costs or expenses of any kind or nature arising from a claim by any third party that the Services infringe its intellectual property rights.

11. Intellectual Property

11.1. As between the Parties, Swyt retains all right, title and interest in all its trademarks, service marks, logos and domain names and patents, copyrights, trade secrets, and other intellectual property rights) in and to all Services (excluding all Client Data), and any and all related and underlying technology and documentation, and any derivative works, modifications, or improvements of any of the foregoing.
11.2. Any non-Swyt materials provided by or on behalf of the Client to Swyt for use by Swyt in the course of providing the Services under this Agreement (“Client Materials”) will be used by Swyt solely to perform the Services under this Agreement. Client retains all ownership rights to the Client Materials.
11.3 The Client hereby grants Swyt the non-exclusive right and authorization to use the Client's name and logo (collectively referred to as "Client's Marks") for the sole purpose of promoting and identifying the Client as a user of the Swyt platform. The authorization includes the right to use the Client's Marks in the Software Company's material literature, including but not limited to websites, brochures, marketing materials, and case studies. Swyt agrees to use the Client's Marks in a manner consistent with the Client's branding guidelines, provided that the Client provides such guidelines to Swyt. The Client reserves the right to revoke this authorization for the use of its Marks by Swyt at any time, upon written notice.

12. Client content

12.1. The Client is solely responsible for collecting, inputting and updating all Client Materials and for ensuring that the Client Materials do not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. The Client shall: (i) notify Swyt immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security, (ii) report to Swyt immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by the Client or any authorized user, and (iii) not provide false identity information to gain access to or use the Services.
12.2. Subject to the terms and conditions of this Agreement, the Client shall grant to Swyt a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Client Materials solely as necessary to provide the Services to the Client.

13. Confidential Information

13.1. Each of the Parties guarantees that all information which is “Confidential Information” received from the other Party before, during and after the conclusion of the Agreement shall remain confidential. Information shall, in any event, be considered to be Confidential Information if relates to pricing, discounts, if designated as confidential by either of the Parties or if it is otherwise of a confidential nature. Confidential Information will not be considered to be of a confidential nature if it had already been disclosed to the public at the time it was revealed to the relevant Party.
13.2. The Parties shall keep confidential all business secrets and data security measures they gain knowledge of in the context of the contractual relationship. Business secrets are all (but not limited to) business-related facts, circumstances, and activities that are not generally accessible, but only accessible to a limited group of persons unless Swyt has no legitimate interest of non-proliferation. Data security measures are all measures taken to preserve the privacy, integrity, and availability of Personal Data according to the Data Protection Law. This obligation of secrecy remains effective after the termination of this Agreement.
13.3. Either Party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations at least as stringent as those herein; or as required by law, in which case the Party disclosing the other’s information to any third party will (if permitted by law and to the extent practicable) (a) provide the other with (i) prior written notification thereof and (ii) the opportunity to contest such disclosure; and (b) use reasonable efforts to minimize such disclosure.

14. Service changes

14.1. Swyt may modify or republish the Services and reserves the right to discontinue individual features within the Services from time to time (“Change”) and will provide 5 days written notice of such Change to the Client in accordance with this Agreement. To the extent such Change result in a material reduction of overall functionality of the Services, then, in Swyt’s sole discretion: (a) Swyt must keep available and continue to support an earlier version of the Services which does not result in a material reduction of overall functionality of the Services; or (b) the Client may terminate the Agreement immediately and Swyt will refund the Client a pro-rata portion of all prepaid fees associated with the discontinued Services.

15. Restrictions on use

15.1. In addition to complying with its obligations under Appendix 2, the Client agrees not to use the Services or any Swyt website: for illegal purposes and/or activities, or to promote illegal activities;to harass, abuse, harm or discriminate others;for transmission of "spam", "junk mail", "chain letters", "phishing" or for unsolicited mass distribution of calls, email, SMS, or other text messages or messages from any sort; orin a way that is in breach of any law.
15.2. The Client is solely responsible for the activities it uses the Services for, and the content it uploads or creates in the Service. Swyt monitors the Services from time to time but is not liable for the conduct of any user of the Service.
15.3. If Swyt has reason to believe that the Client is using the Services for illegal or unauthorized action, Swyt may suspend or terminate the Client’s access to its account and prevent the Client from using the Services now or in the future.

16. Liability

16.1. Subject to clause
16.2. Swyt entire liability to the Client under this Agreement for any and all claims for damages of any kind made by the other Client under this Agreement shall not exceed the fees paid by the Client in any calendar year during the Term. By entering into this Agreement, each Party recognizes the limitations herein on Swyt liability. The parties agree that this limit does not apply where a third Party claims that Swyt has infringed its intellectual property rights. 16.2. Under no circumstances will Swyt be liable for any losses that include, without limitation, any special, indirect, incidental, statutory, punitive or consequential losses or damages as well as any losses or damages caused by interruption of operations.

17. General

17.1. Either Party can assign this Agreement to an entity controlling, controlled by, or under common control with, that Party (each being an “Affiliate”). Assignments to non-Affiliate entities shall be subject to the other Party’s written consent, such consent not to be unreasonably withheld.
17.2. Neither Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
17.3. In the event of any discrepancy between the contractual documents, the order of precedence is the following, except that specific portions of a lower-ranking document may supersede specified portions of a higher-ranking document expressly noted: (i) the Agreement, (ii) Appendix 1, (iii) Appendix 2, (iv) Others
17.4. The Parties are independent contracting parties. Nothing in this Agreement will be construed to create a partnership, joint venture, personnel leasing or agency relationship between the Parties.
17.5. Neither Party shall for the duration of this Agreement and for one year after termination thereof hires, employ or solicit any employee of the other Party, or have such employee work for such Party either directly or indirectly.
17.6. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, pandemic, epidemic (including any event that occurs directly or indirectly as a result of the COVID related pandemic or equivalent pandemic) or act of war but does not include any event which the Party affected could have avoided or overcome by exercising a standard of reasonable care at a reasonable cost; or any event due to a lack of funds for any reason or any inability to pay any fees. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to the other Party.
17.7. This Agreement represents the entire agreement among the Parties regarding the subject matter hereof and the Parties’ respective obligations and commitments herein. No other documents or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
17.8. All notices relating to this Agreement shall be in writing and be delivered to the addresses detailed in the Cover Page by overnight courier service at the address specified below or such other address as either Party may from time to time designate to the other. Any notice exercising a termination right under this Agreement if given via email, shall be followed by a confirmation delivered by overnight courier service.
17.9. This Agreement and each Individual Agreement, and all matters arising from or in connection therewith, are governed by and shall be construed in accordance with the laws of the Dubai International Financial Centre, Dubai, United Arab Emirates, which will have exclusive jurisdiction.
17.10. Swyt may communicate with the Client through emails, Swyt Platform App, newsletters, and service announcements. The Client can unsubscribe from Swyt newsletter but it will not be able to opt-out from receiving service announcements and administrative messages.
17.11. Swyt is a trademark of Swyt Solutions FZ LLC. You agree not to display or use, in any manner, the Swyt trademark without our prior permission.
17.12. The Parties acknowledge the full legal force and validity of documents executed by a Party using electronic signatures under the DocuSign system and/or such other electronic signature systems as the Parties may agree in writing. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates of the signature.

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