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Customer contract
between
United DK Software DMCC – DMCC Business Centre, Level No 1, Unit No:4936, Jewellery & Gemplex 3, United Arab Emirates – Dubai, Registration Number DMCC194426, Licence Number DMCC-857398 – hereinafter referred to as “United-Software”.
and
the customer according to the information stored in the United-Software application or, if applicable, according to the signed offer, hereinafter referred to as “customer”.
United-Software and Customer hereinafter jointly referred to as “Contracting Parties”, in detail referred to as “Contracting Party”.
1. Preamble
1.1 United-Software operates in the IT sector. The business purpose of United-Software includes services in connection with automatic data processing and information technology, as well as the development and distribution of software and software licenses. Among other things, United-Software sells and distributes a cloud-based application for the automated recording of working hours and automated payroll accounting (“United-Software Application”).
1.2 The contracting parties agree that the cooperation is concluded for the benefit of both parties and in mutual trust.
2 Subject matter of the contract and scope of services
2.1 The subject matter of the contract is the use of the United-Software application to the extent specified in Annex 2.1 or the contractually agreed delivery and services conclusively listed in the offer or in the order form under the conditions and in accordance with the provisions of this customer contract, the General Terms and Conditions of United-Software, the User Guidelines of United-Software and the declaration of consent.
2.2 The description of supplies and services as well as the performance characteristics of the United-Software application and its functions can be found in Annex 2.2.
2.3 In connection with the deliveries and services selected by the customer, the scope of services also includes all technical updates as well as updates due to changes in the legal provisions relevant to the United-Software application.
2.4 The customer has no claim to the provision of products and services other than those existing and selected at the time of conclusion of the contract, or to their functionalities (including within the purchased module) of the United-Software-Application in accordance with Annex 2.1. or the order form. Other products and functionalities as well as new technical developments which United-Software is currently producing or will produce or sell in the future are not covered by the scope of services.
3. Customer support
3.1 United-Software shall provide customer support services in accordance with the General Terms and Conditions. Additional support shall be provided exclusively in accordance with the Service Level Agreement (“SLA”) concluded separately with the Customer and, where applicable, attached to this Customer Agreement as Annex 3.1.
3.2 The Customer itself shall be responsible for providing first level support to its Users. The Customer shall be enabled to provide First Level Support to its Users by means of suitable training and information tutorials.
4. Granting of rights
4.1 United-Software hereby grants the Customer the limited, non-transferable and non-sublicensable right of use for access to and non-commercial use of the United-Software application in accordance with the User Guidelines.
4.2 The Customer hereby accepts the granting of rights.
5. Terms and conditions, user guideline and declaration of consent
5.1 The customer acknowledges that the present contractual relationship as well as any further legal relationship arising from the business relationship with the customer shall be subject to the General Terms and Conditions of United DK Software DMCC pursuant to Annex 5.1.a. (“GTC”) as well as the User Guidelines of United DK Software DMCC pursuant to Annex 5.1.b. (“User Guidelines”).
5.2 Furthermore, the Customer acknowledges the declaration of consent for data processing, which is attached to this Agreement as Annex 5.2 (“Declaration of Consent”).
5.3 Upon conclusion of the Agreement, the Customer accepts the General Terms and Conditions, the User Guidelines and the Declaration of Consent in the version contained in the corresponding annexes.
6. Data protection
6.1 Upon conclusion of the contract, the Customer gives its express consent to all types of data collection, data use and data processing listed in the declaration of consent, including the transfer of its data collected via the United-Software application to third parties, in each case in accordance with the EU General Data Protection Regulation (“GDPR”) and the national data protection provisions, in particular Art 28 GDPR. This data protection consent is obtained from the individual user assigned to the customer as well as from the customer itself by way of registration via the user account, in that the user accepts the user guidelines as well as the declaration of consent by means of a click. The documents are made available to the user by e-mail to the e-mail address provided by the user on request.
6.2 Any use of data shall take place exclusively within the scope of the customer order; data shall not be disclosed to third parties other than those named in the declaration of consent (including other order processors) without prior consent. The customer shall exclusively fulfill legal obligations to provide information, to correct data and to delete data itself via the unlimited system access. Express reference is made to point 9 of the User Directive. Within the framework of the processing of a customer account, the customer, as well as its users, have access to the data for 30 days, after which United-Software archives the customer’s data in a locked form in order to fulfill legal retention periods on the part of United-Software.
6.3 United-Software shall take the data security measures required in accordance with Art. 24, 25 and 32 of the Data Protection Regulation (DSGVO) – insofar as applicable to the system – and shall use only those employees for the commissioned processing who have undertaken to observe data secrecy or are subject to a statutory duty of confidentiality, thus ensuring lawful and secure data processing within the meaning of the DSGVO and the Data Protection Act, taking into account the state of technical possibilities and economic viability, provided that the Customer complies with the security requirements of the General Terms and Conditions and the User Directive. United-Software shall provide the customer, at the customer’s request, with the information required to monitor compliance with the obligations set out in Art. 28 DSGVO.
7. Instruction of the customer
7.1 The Customer alone is responsible for compliance with the national and international legal provisions associated with the use of the United-Software application. It is also incumbent upon the customer to obtain information as to whether the use of the United Software application in the customer’s company requires any approvals or agreements under private law, labor law or public law in accordance with the national legal provisions of the country in which the customer’s company or branch office is located.
8. Remuneration
8.1 For the provision of the United-Software application, a monthly basic fee shall be agreed in accordance with the modules selected by the customer, as well as a user fee depending on the number of users. The prices are based on the offer or conditions sheet attached as Annex 8.1 and are net prices plus statutory taxes.
In the event of an order by means of a quotation or order form, all prices are shown in the quotation or order form and shall be deemed accepted as soon as the Customer accepts the quotation or sends the order to United-Software. The acceptance is also valid in case of electronic transmission by placing a check mark on the online order form or activating the United-Software access.
Individually agreed promotions and vouchers, which may be entered by codes during the online order, may differ from the prices according to Annex 8.1. In this case, it must be made clear before the contract is concluded which prices apply in the course of the promotion or when the voucher is redeemed.
8.2 Invoicing and payment are governed by the General Terms and Conditions of United-Software.
9. Duration of contract
9.1 The duration of the contract is governed by the General Terms and Conditions.
10. Contract setup costs/fees/taxes
10.1 Each contracting party shall bear its own costs in connection with the preparation, conclusion and performance of this contract, in particular the costs of consultants, intermediaries or other parties involved.
10.2 Each of the contracting parties shall be responsible for the calculation and payment of any taxes, fees and duties.
11. Formal requirement
11.1 Amendments and supplements to this Agreement must be made in writing and signed by all contracting parties in order to be effective. This shall also apply to any waiver of the written form requirement.
11.2 All requests, notices, declarations and communications in connection with or based on this Agreement shall be in writing in order to be effective, unless a stricter form is required by law, the General Terms and Conditions, the User Guidelines or this Agreement.
12. Delivery
12.1 Unless this Agreement or the law stipulates stricter delivery requirements, service of notices, announcements and declarations with legal effect or other documents in matters relating to this Agreement shall be validly effected by means of e-mail, which shall be sent to the e-mail address below or to the e-mail address last notified by the contracting parties (“Contact Information”).
12.1.1 United-Software: United DK Software DMCC, DMCC Business Centre, Level No 1, Unit No:4936, Jewellery & Gemplex 3, United Arab Emirates – Dubai
E-mail: hello@united-software.io
12.1.2 CUSTOMER: [Company name] – see United-Software-Application or signed offer, if applicable [Street] – see United-Software-Application or signed offer, if applicable [City] – see United-Software-Application or signed offer, if applicable [Country] – see United-Software-Application or signed offer, if applicable
to the attention of: Hr./Fr.: – see United-Software-Application or if necessary signed offer Tel.: – see United-Software-Application or if necessary signed offer E-mail: – see United-Software application or signed offer, if applicable.
12.2 If a contracting party changes its contact data, it shall be obliged to notify the other contracting party thereof without delay. Until the new contact details have been announced, deliveries to the old contact details shall be deemed to have been made with legal effect, irrespective of whether they reach the recipient.
12.3 Deliveries shall be deemed to have been made in due time if the e-mail indicates that the delivery was made within the stipulated period.
13. Interpretation / severability clause
13.1 This contract conclusively regulates the legal relations of the contracting parties. Any agreements concluded, declarations made or other circumstances of legal relevance before or at the time of the conclusion of this contract shall lose their validity upon the signing of this contract.
13.2 If this Agreement can no longer be enforced or implemented in whole or in part due to factual or legal developments, the Parties undertake to adapt this Agreement so that the economic purposes pursued by the Parties upon conclusion of this Agreement can still be achieved in the sense of the original agreements.
13.3 Should one or more provisions of this Agreement be or become invalid or unenforceable for whatever reason, the validity of the remaining provisions of this Agreement shall not be affected thereby. In place of the invalid or unenforceable provision, the parties to the contract shall agree on the valid and enforceable provision which, taking into account the intentions of the parties to the contract, comes closest in its economic and technical content to the invalid or unenforceable provision. The same shall apply to the supplementary interpretation of the contract in the event of loopholes occurring. If the invalidity of a provision is based on a measure of performance or time stipulated therein, such provision shall be subject to reduction in accordance with the will of the contracting parties.
13.4 All annexes to this Agreement shall form an integral part of this Agreement.
13.5 All references in this contract refer to points, sections or appendices of this contract, unless explicit reference is made to another document.
13.6 Terms in brackets under quotation marks in this Agreement shall have the meaning defined at that point.
14. Applicable law and place of jurisdiction
14.1 This Agreement, including the Annexes and Addenda and all other agreements relating to its performance, and all claims arising out of or in connection with it, shall be governed by the laws of the United Arab Emirates.
14.2 With respect to all disputes arising out of or in connection with this Agreement, including disputes regarding its formation, validity, modification and termination, the parties agree to submit to the exclusive jurisdiction of the Dubai court having subject matter jurisdiction. However, United-Software is also authorized to sue the customer at his general place of jurisdiction.
This contract is activated by the acceptance of an offer or by an electronic registration and is legally valid with the setting of the checkmark on the website.
