In signing up for services through this Platform (www.obsequ.io) you are entering into a contract with Obsequ.io Technologies (“Obsequ.io”) whose email address is email@example.com. This Contract will continue until automatic termination through your cancellation of subscription on this Platform.
A. Obsequ.io manages the Platform and provides Services based on a subscription based model in the UAE with the option of additional purchases of Additional Services Package.
B. Client wishes to utilise the Services by virtue of purchasing Subscription Plans from Obsequ.io.
C. Parties agree to carry out their obligations in accordance with the terms and conditions herein.
Parties hereby agree:
The following definitions apply to capitalised words and phrases in this Contract:
Additional Services Package means the additional Services offered by Obsequ.io that are not included in the Subscription Plan;
AED means United Arab Emirates Dirham;
Affiliates means an entity that controls, is controlled by, or is under common control with, a Party to this Contract;
Authorised Users means those individuals authorised by the Client to access and use the Client’s account on the Platform;
Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in Dubai, UAE are open for business;
CIAM means customer identity and access management;
Client shall mean you, the subscriber, being a legally licensed and registered entity, signing up for a Subscription Plan on the Platform;
Client Data means all data, audio, video, pdf files , images, messages and other files, information, and content (including, but not limited to, regulatory and/or compliance content, templates and frameworks) uploaded by Client, its Authorised Users or End User to the Platform;
Contract means this subscription services contract executed by and binding on the Parties;
Confidential Information means all information in whatever form (including in written, oral, visual or electronic form, and copies thereof) that is directly or indirectly disclosed by the Parties in connection with this Contract and the Services. It includes but is not limited to,
(i) the business, finances, marketing, technical information, operations, plans, forecasts and content strategy documents, other technical or business information, related to the Parties;
(ii) Client Data and personal data of Obsequ.io;
(iii) databases, emails, know-how, projects in pipeline, data and inventions, all Intellectual Property (whether registered or unregistered), processes, methods, systems;
(iv) terms of this Contract; and
(v) discussions and negotiations pertaining to proposed contracts.
(i) any information that is required to be provided by a Party to a legal or regulatory authority;
(ii) information which is in the public domain other than as a result of a breach of this Contract;
(iii) information independently derived or sourced from a third-party that is not under any contractual or legal obligation; and
(iv) information already known to the receiving Party prior to disclosure,
Credits means the credits purchased by Client on the Platform to access Additional Package Services;
Effective Date means the date set out on this page above being, the date this Contract becomes valid and binding on the Parties and commences in effect;
EKYC means electronic-know your customer or a due diligence process to understand the identity of Clients;
End User means the individual or entity who use the Services as requested by Client to fulfil their internal business needs;
Force Majeure Event means an occurrence beyond the control of a Party that prevents such Party from fulfilling its obligations under this Contract resulting directly out of an Act of God or Government, provided that such Party could not have reasonably foreseen such occurrence at the time of entering into this Contract, and which could not have been reasonably avoided or overcome, including but not limited to disruption of internet, hacking, malware or bugs. Provided always that this excludes payment obligations arising hereunder;
Intellectual Property means and includes all copyrights, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights to use and protect the confidentiality of Confidential Information (including, but not limited to know-how and trade secrets), trademarks, geographical indications, service marks, trade names, design rights, rights in get-up and trade dress, database rights, databases, domain names, business names, rights in computer software, typography rights, the right to sue for infringement, unfair competition and passing off, all similar rights of whatever nature wherever in the world arising, in each case:
(i) whether registered or not,
(ii) including any applications to protect or register such rights,
(iii) including all renewals and extensions of such rights or applications,
(iv) whether vested, contingent or future; and
(v) and wherever existing;
Licence means the right to access the Services, (including accessing the data uploaded on the Platform by means of the Subscription Plan), and Intellectual Property, subject to payment of Subscription Fees;
Platform means the website with url https://www.obsequ.io which is fully owned and managed by Obsequ.io;
Services means the services offered on the Platform to the Client such as providing a custom onboarding subdomain, digital signature, CIAM and EKYC;
Subscription Fees means the sum payable by the Client to Obsequ.io to purchase a Subscription Plan;
Subscription Plan means the subscription of the Client on the Platform to avail Services subject to payment of Subscription Fees;
Term means the period of validity of this Contract;
UAE means United Arab Emirates.
2.1 Subject to the terms of this Contract and payment of Subscription Fees, Obsequ.io grants the Client a non-exclusive, non-transferable, royalty-free, and limited Licence for the Term to access and use the Services.
2.2 Parties agree that Subscription Fees may vary based on the type of Subscription Plan and the Client undertakes to utilise such Licence in strict compliance with the terms of this Contract.
3.2 Registration of Client:
(i) Client shall register on the Platform and pay Subscription Fees in order to access the Services.
(ii) Client shall initiate registration with the following information:
- full legal name;
- phone number;
- email address; and
- create a password.
(iii) All registration requests are subject to Obsequ.io’s review, verification and approval. Obsequ.io reserves the right to reject a registration at its sole discretion and without providing a reason.
(iv) Obsequ.io may request further information/documentation for ongoing verification purposes, in order to onboard the Client. Failure to provide such requested information/documentation may result in termination of this Contract.
3.3 Authorised Users:
(i) Client may nominate Authorised Users to use the Account at its own discretion. Obsequ.io shall not have any control over the Authorised Users and Client is fully responsible for ensuring its Authorised Users are trustworthy and credible for purposes of accessing Client’s account on the Platform.
(ii) Client shall ensure that only Authorised Users access and use the Platform in accordance with the terms of this Contract.
(iii) Client shall ensure that Authorised Users, at all times while they have access to the License, Platform and Subscription Plan, are employees or contractors of the Client with appropriate confidentiality undertakings in place.
(iv) Client shall be liable for the acts and omissions of the Authorised Users as if there were its own.
(v) Client shall procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Client under this Contract, including all obligations relating to confidentiality.
3.4 Subscription Plan:
(i) The Subscription Plan includes a custom onboarding subdomain, allowing Clients to onboard an unlimited number of End Users, digitally sign documents, CIAM and manage EKYC forms.
(ii) Client can opt for the Subscription Plan by paying the Subscription Fees. Subscription Fees are non-refundable and non-transferable.
(iii) The Subscription Plan does not include Additional Services Packages.
(iv) The Services offered with the Subscription Plan may vary from time to time to up to Obsequ.io’s sole and absolute discretion however shall not be reduced for the Client’s existing subscription.
3.5 Additional Services Packages:
(i) Additional Services may be opted for by the Client or Registered Users by purchasing Additional Services Packages.
(ii) Additional Services Packages include global sanction lists’ search, continuous monitoring, facial live-ness recognition and identity document verification.
(iii) These Additional Services Packages are offered as a supplement to the Subscription Plans and can only be accessed by purchasing Credits.
(iv) Obsequ.io reserves the right to amend, add or remove the components of the Additional Services Packages.
3.6 Client acknowledges that Obsequ.io shall be entitled to modify the features and functionality of the Services by providing written notice to the Client. Obsequ.io shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the relevant Services by Client, generally. Obsequ.io may, without limitation to the generality of this clause, establish new limits on the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Services, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced as an update to the relevant impacted interfaces or documents.
3.7 Obsequ.io shall use reasonable endeavours to notify the Client in advance of scheduled maintenance but the Client acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
3.8 The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. Client acknowledges that such risks are inherent in cloud services and that Obsequ.io shall have no liability for any such delays, interruptions, errors or other problems.
3.9 Client acknowledges that no liability or obligation is accepted by Obsequ.io (howsoever arising whether under contract, tort, in negligence or otherwise):
(i) that the Services shall meet the Client’s individual needs, whether or not such needs have been communicated to Obsequ.io;
(ii) that the operation of the Services shall not be subject to minor errors or defects; or
(iii) that the Services shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the relevant user manual or as advised by Obsequ.io.
3.10 Client acknowledges and accepts that the Services do not include:
(i) any services, systems or equipment required to access the internet, and that the Client is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services;
(ii) dedicated data backup or disaster recovery facilities (and the Client shall ensure that it shall at all times maintain backups of all Client Data); or
(iii) legal, accounting or other professional or regulated services and that, except as expressly stated in this Contract, no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.
3.11 Client accepts that access to the Subscription Plan and Additional Services Packages may take up to two (2) Business Days from receipt of payment of Subscription Fees and purchase of Credits. The use of the Services is at all times subject to the Client’s compliance with this Contract.
3.12 Obsequ.io reserves the right to:
(i) terminate this contract if the information provided by Client upon registration is deemed fraudulent, inappropriate or in breach of the terms of this Contract;
(iii) suspend the Client or the Authorised User’s access to the Platform for any reason up to Obsequ.io’s discretion as deemed necessary by Obsequ.io.
4.1 shall not sub-license the Licence to third-parties unless prior agreed by the Parties in writing. For the sake of clarity, Authorised Users shall not be considered third-parties for the purpose of this Contract. Any sub-licenses granted to the Client under this clause 4.1 shall prohibit further sub-licensing and shall include a provision to the effect that such sub-license shall terminate immediately on expiry or termination of this Contract.
4.2 All rights not expressly granted to the Client are reserved to Obsequ.io for itself and its Affiliates, and no additional rights may be claimed by the Client unless specifically agreed in this Contract.
4.3 Unless expressly permitted otherwise by Obsequ.io in writing, the Client shall not:
(i) use, copy, modify, adapt, correct errors, or create derivative works from the License or the Platform;
(ii) decode, reverse engineer, dissemble, decompile or otherwise translate or convert the License or the Platform;
(iii) assign, sub-license, lease, resell, distribute or otherwise deal in or encumber the License or the Platform;
(iv) install the License or permit it to be installed or used or attended (as applicable), by or on behalf of any third-party;
(v) Attempt to circumvent or interfere with any security features of the License or the Platform;
(vi) make backup copies of the License or the Platform;
(vii) create, incur, assume or permit to exist any Encumbrance upon the License or the Platform;
(viii) use the Platform to post any defamatory or immoral information relating to a third-party, or information that may be considered of an illegal nature;
(ix) download or attempt to download Data, with the exception of Data permissible to be downloaded under the Subscription Plan purchased by the Client for the term of the Subscription Plan; or
5.2 Client shall pay Subscription Fees for each of the applicable Subscription Plan it purchases for the Term as opted for on the Platform. Obsequ.io may release offers in the future that the Client may be offered and may choose to opt for in its sole discretion.
5.3 Client shall purchase Credits in order to access the Additional Package Services. The Client may purchase 10 Credits at a time which can be used to redeem the relevant Additional Package Service. Each Credit shall be used only once and additional Credits must be purchased in order to continue the use of the Additional Package Service. Purchase of Credits is non-refundable under any circumstances and non-transferable.
5.4 Subscription Fees shall be payable by the Client in advance, prior to commencement of the applicable Subscription Plan, in full and cleared funds, without delay, deduction, set-off or withholding. Any payment in foreign currency shall be at the sole risk of the Client. Client shall not reject any payment deducted by Obsequ.io unless it has cancelled its Subscription Plan prior to the payment being deducted. In the event this is the case, Client shall forthwith pay the agreed Subscription Fees and the Parties shall continue to discuss the disputed sums in good faith, with the aim of a negotiated resolution. All applicable bank charges, penalties or currency exchange charges shall be borne by the Client. Refunds are not permitted in any case whatsoever.
5.5 Obsequ.io reserves the right to suspend access to the License and Services for any delayed payments of Subscription Fees beyond seven (7) Calendar Days, for which Client shall have no claim or compensation. Subscription Fees shall continue to accrue for any period of suspension.
5.6 All taxes and duties imposed now or in the future under the laws of the UAE or by any tax authority therein, on payments made by the Client to Obsequ.io, or otherwise incurred in connection with the Client, including but not limited to stamp taxes, value-added taxes, withholding taxes, consumption taxes and sales taxes (if and as applicable), shall be solely the Client’s responsibility, and Client shall transmit such taxes to the appropriate fiscal authorities or shall pay them on each invoice from Obsequ.io.
5.7 Payment obligations shall continue to survive termination of this Contract.
6.1 Obsequ.io may conduct technical maintenance of the Platform and Services from time to time and shall notify the Client two (2) weeks prior to any scheduled maintenance if this is necessary to do so and if it impedes the Client’s access in any manner. Obsequ.io shall not notify the Authorised Users nor be liable or responsible for any loss of data belonging to the Client or Authorised Users as a result of any scheduled or unscheduled maintenance and downtime.
6.2 Any technology challenges or technical difficulties may be directed to Obsequ.io’s support team at firstname.lastname@example.org within forty-eight hours of a technical issue arising. Additional fees or charges may be applicable for resolution of single Authorised User issues to which the Client has no objection or claim.
7.1 For the Term, the Client hereby warrants that:
(i) as of the Effective Date, it is fully capable to enter into this Contract and perform the obligations herein;
(ii) it shall not circumvent Obsequ.io nor act in a manner that may adversely affect Obsequ.io or in contravention to the terms hereunder;
(iii) it shall ensure all Authorised Users are individuals that are properly employed or contracted by the Client and are directly required to use and access the License and Services;
(iv) it shall ensure all Authorised Users comply with the confidentiality obligations and terms of the License stipulated herein at all times, and are subject to a confidentiality agreement to encompass the relevant terms of this Contract;
(v) it shall not assign, sub-contract, share, transfer, sell, adapt or otherwise deal, part with or dispose-off its interest in this Contract or any part of it; and
(vi) it shall not have the responsibility to bind Obsequ.io in any way, or sign Obsequ.io’s name or execute any agreement on Obsequ.io’s behalf.
7.2 For the Term, Obsequ.io hereby warrants that:
(i) it is duly incorporated and is a lawfully operating legal entity on the Effective Date;
(ii) it is fully capable to enter into this Contract and perform the obligations agreed herein;
(iii) it shall at all times be in possession of the updated and relevant licences and permits required to licence its Intellectual Property under this Contract, at its own cost and liability.
8.1 Client hereby agrees and accepts to save, defend, indemnify and hold harmless Obsequ.io and its Affiliates, officers, directors, employees, consultants, agents, and associated parties against all liabilities, demands, costs, expenses, claims, actions, proceedings (including all consequential, direct, indirect, special or incidental loss or punitive damage or loss, fines, penalties, interest, and loss of profit, or any other form of economic loss) that may arise out of or in connection to default in obligations, or breach of warranties or representations by the Client, or any claim, demand, action or other proceedings by any third-parties.
9.1 Each Party shall maintain the confidentiality of the other Party’s Confidential Information and shall not without the prior written consent of the other Party, disclose, copy or modify the other Party’s Confidential Information (or permit others to do so) other than as necessary for the exercise of its rights and performance of its obligations under this Contract.
9.2 Each Party undertakes to:
(i) Disclose the received Confidential Information only to those of its officers, employees, agents, and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Contract, and procure that such persons are made aware of and agree in writing to observe the obligations in this clause and comply with such obligations;
(ii) Provide notice to the other Party of any unauthorised misuse, disclosure, theft, or loss of the other Party’s Confidential Information immediately upon becoming aware of the same;
(iii) Comply with applicable laws relating to data protection and confidentiality of personal data.
9.3 The receiving Party shall not circumvent the disclosing Party in any manner whether directly or indirectly and not undertake any action or intentional omission with the intent of adversely affecting the disclosing Party through the use of the Confidential Information received by virtue of this Contract.
9.4 The confidentiality obligations in this Contract shall survive expiration or termination of this Contract without further notice or agreement.
10.1 Client agrees as follows:
(i) It does not own any right or title in the Intellectual Property except for the license herein, and to the extent specifically licensed to the Client by Obsequ.io under this Contract or by written notice or by further mutual agreement during the Term.
(ii) Subject to receipt of Subscription Fees, the Client shall receive the right to use the Intellectual Property created by or licensed by Obsequ.io provided always that the Client undertakes to utilize such Intellectual Property in the same context as agreed by the Parties in writing, for its own use as stated in this Contract;
(iii) Client undertakes and agrees not to share the Intellectual Property with any third party, nor create derivative works, and undertakes to treat it as Confidential Information, subject to the confidentiality obligations specified herein;
(iv) Client undertakes and accepts not to share, replicate, duplicate, adapt or make copies of the Data nor utilize it in a manner that may adversely affect Obsequ.io, breach the terms of the License or that may misrepresent or fail to represent Obsequ.io as owner.
10.2 The rights provided with respect to Intellectual Property shall be valid only for the Term and terminate immediately and automatically upon termination or expiry of this Contract without the requirement for additional notice or agreement.
10.3 Client agrees to support the defence of the Intellectual Property in favour of Obsequ.io if requested to do so by Obsequ.io against any third-party making claims against Obsequ.io.
11.1 Client accepts the Services, License, Platform, Data and Confidential Information are provided by Obsequ.io on an “as-is” basis and Obsequ.io does not provide any guarantees or warranties in this respect as to its use or implications of use. Obsequ.io makes no further warranties and guarantees other than as explicitly stated in this Contract.
11.2 Obsequ.io’s liability if proven hereunder shall be limited to the value of the Subscription Fees paid by Client in the three (3) months preceding the Client’s claim and Client waives all and any additional claims in this respect. In no event shall a Party be liable to the other Party for any contingent, indirect, incidental, consequential, extra contractual or exemplary or punitive damages, or for damages for lost sales or leads or profits regardless of whether a Party has been advised of the possibility of such damages. The limitations above apply to all causes of action in the aggregate, whether in contract, tort (including negligence) or any other legal theory (including strict liability).
11.3 In the event that Client has any issues hereunder, it shall bring these issues to the attention of Obsequ.io (in writing) within fifteen (15) Business Days of the claim arising. In the event such a claim is not brought to the attention of Obsequ.io in writing, Client agrees that it waives the right to bring a claim against such a specific issue.
11.4 Client acknowledges that Obsequ.io does not give any warranty or representation and does not accept any liability (howsoever arising whether under contract, tort, negligence or otherwise) in relation to:
(i) any third-party software or the internet access, internet speed, or device by the Client to access the Platform or the License;
(ii) the Platform operating in a manner that is uninterrupted or free from minor error or defect, or achieving a specific objective; or
(iii) the Platform being compatible with any third-party software or with any particular hardware or equipment.
12.2 Obsequ.io may terminate this Contract at any time by providing written notice to the Client if the Client commits a material breach of this Contract and such breach if nor remediable or not remedied within five (5) Business Days of receiving written notice of such breach.
12.3 Parties agree if Obsequ.io is prevented from performing its obligations hereunder due to a Force Majeure Event, it shall as soon as practicable notify the Client in writing, of the circumstances impeding its performance and the anticipated resolution timelines and impact (as reasonably foreseeable). In the event that the Force Majeure Event continues for a period of continuous six (6) months impeding access to the Platform or the License, the Client shall have the right to terminate this Contract by providing thirty (30) days of written notice to Obsequ.io. Client agrees it shall have no other remedies in this respect apart from the extension of Term and/or termination as provided for in this clause 12.3. For avoidance of doubt, payment obligations are excluded from the application of any Force Majeure Event and may not be claimed in this respect.
13.1 Immediately on termination or expiry of this Contract (for any reason), the Licence granted by Obsequ.io shall terminate and Client (and shall procure that each sub-licensee if applicable, shall):
(i) bring all outstanding payments under this Contract up to date;
(ii) cease use of the Platform; and
(iii) destroy and delete Obsequ.io’s Confidential Information shared with the Client pursuant to this Contract.
13.2 Termination or expiry of this Contract shall not affect any accrued rights and liabilities of either Party at any time up to the date of termination or expiry and shall not affect any provision of this Contract that is expressly or by implication intended to continue beyond termination.
14.1 Notices under this Contract shall be issued in writing by hand or reputable courier and by email communication to the correspondence address of the Parties stated on page 2 of this Contract. Each Party is obligated to notify the other Party in the event of a change of its registered address or correspondence address.
14.2 Except as expressly provided in this Contract each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature, and performance of this Contract (and any documents referred to in it).
14.4 Parties are independent and are not partners or principal and agent and this Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither Party shall have, nor shall represent that it has, any authority to make any commitments on the other Party’s behalf.
14.5 This Contract shall be binding upon and inure to the benefit of the Parties, their heirs, successors and assigns.
14.6 If any provision of this Contract (or part of any provision) is or becomes illegal, invalid, or unenforceable, the legality, validity, and enforceability of any other provision of this Contract shall not be affected. If any provision of this Contract (or part of any provision) is or becomes illegal, invalid, or unenforceable but would be legal, valid, and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, Parties shall negotiate in good faith in order to agree on the terms of a mutually acceptable alternative provision.
14.7 Parties have each participated in the negotiation and drafting of this Contract and have each been represented throughout to its satisfaction by legal counsel of its choosing in the absence of which Parties confirm they have expressly waived their right to legal counsel. In the event any ambiguity or question of intent or interpretation arises, this Contract shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favouring or dis-favouring any Party by virtue of the authorship of any of the provisions of this Contract.
14.8 This Contract may not be modified, and no provision shall be deemed waived, without the prior written consent of the Parties.
14.9 No failure, delay, or omission by either Party in exercising any right, power, or remedy provided by law or under this Contract shall operate as a waiver of that right, power, or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power, or remedy provided by law or under this Contract shall prevent any future exercise of it or the exercise of any other right, power or remedy. A waiver of any term, provision, condition, or breach of this Contract shall only in the instance and for the purpose for which it is given.
14.10 This Contract may be executed in counterparts through electronic signatures, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument when exchanged email and when each properly signed counterpart is put together with the other it shall form part of the same Contract.
14.11 For avoidance of doubt, third parties may not bring claims against Obsequ.io. This Contract and any dispute or claim arising out of, or in connection with (whether contractual or non-contractual in nature) between Client and Obsequ.io shall be governed laws of Dubai International Financial Centre and claims shall be exclusively brought before three (3) arbitrators in the English language, under the rules of the Dubai International Arbitration Centre (DIAC), with its seat in the DIAC, UAE. The Client waives claims before any consumer forums and agrees that any claims shall be exclusively brought through arbitration in accordance with this sub-clause 14.11.