Haqeeba1. Agreement & Governing Law
These Terms of Service (“Terms”) govern your access to and use of Haqeeba’s services (“Service”), including our API, web application, ERP connectors, and financial models. By using the Service, you agree to these Terms.
Governing Law: These Terms are governed by the laws of the Dubai International Financial Centre (“DIFC”). The DIFC Courts have exclusive jurisdiction over any disputes arising from or related to these Terms.
Entity: “Haqeeba,” “we,” “us,” “our” refers to Haqeeba Limited (DIFC Registered Number: 9999), incorporated in the DIFC with registered office at The Gate, Level 15, DIFC, Dubai, UAE.
If you are entering on behalf of an entity, you represent you have authority to bind that entity.
2. Definitions
- “Customer Data”
- All data you submit, including ERP records, financial data, configurations, and outputs generated by the Service.
- “Haqeeba IP”
- Our software, models, APIs, documentation, trademarks, and all improvements.
- “Service”
- The Haqeeba platform, including all features, updates, and support.
- “Order Form”
- The pricing plan, quote, or purchase order referencing these Terms.
- “DP Law 2020”
- DIFC Data Protection Law No. 5 of 2020.
3. Access & Use
3.1 License
Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable right to access and use the Service during the Term for your internal business purposes.
3.2 Restrictions
You will not: (a) reverse engineer, decompile, or extract source code; (b) use the Service to build competing products; (c) remove proprietary notices; (d) share access credentials; (e) exceed usage limits; (f) use for illegal purposes under UAE/DIFC law.
3.3 ERP Connectors
You are responsible for: (a) obtaining necessary rights to connect your ERP; (b) connector configuration accuracy; (c) data quality and completeness; (d) compliance with applicable financial regulations (DFSA, Central Bank UAE, etc.).
4. Customer Data & DP Law 2020 Compliance
4.1 Ownership
You own all Customer Data. We claim no ownership rights.
4.2 Processing Roles (DP Law 2020 Art. 28)
Haqeeba as Data Processor: For ERP/financial data, we process solely on your documented instructions to provide the Service. We do not use this data to train, fine-tune, or improve our models. Outputs generated for you are not used to benefit other customers.
Haqeeba as Data Controller: For account, billing, usage, and marketing data, we are the Data Controller per our Privacy Policy.
4.3 Data Processing Addendum
A DP Law 2020-compliant DPA is incorporated by reference, including: Standard Contractual Clauses (DIFC-approved), sub-processor management, audit rights, breach notification (72 hours), data return/deletion on termination.
5. Intellectual Property
All rights in Haqeeba IP remain with us. These Terms grant no IP rights except the limited license in Section 3.1. Feedback you provide is licensed to us royalty-free, perpetual, irrevocable. DIFC IP Law (DIFC Law No. 4 of 2019) applies.
6. Fees & Payment
6.1 Pricing
Fees per your Order Form. We may update pricing with 30 days’ notice; changes apply at renewal.
6.2 Payment
Net 30 days. Late payments incur 1.5%/month interest (capped at DIFC statutory rate). Fees exclude VAT/taxes; you pay applicable taxes per UAE Federal Decree-Law No. 8 of 2017.
6.3 Overages
Token/connector overages billed monthly per your Order Form.
7. Service Levels
Enterprise plans: SLA per Order Form (uptime, response times, service credits). Standard/Professional: commercially reasonable efforts. Force majeure per DIFC Law No. 1 of 2020.
8. Warranties & Disclaimers
8.1 Our Warranties
We warrant: (a) Service substantially conforms to documentation; (b) we have right to grant license; (c) we comply with DIFC laws and applicable financial regulations.
8.2 Disclaimers
To the maximum extent permitted by DIFC law, the Service is provided “as is.” We disclaim all other warranties, including merchantability, fitness for a particular purpose, and non-infringement. Outputs are AI-generated and may contain errors — you are responsible for verification before reliance for financial decisions.
9. Limitation of Liability
Neither party is liable for: (a) indirect, incidental, consequential, punitive damages; (b) lost profits, data, business opportunities. Our aggregate liability is limited to fees paid in the preceding 12 months. Exclusions don’t apply to: (i) IP infringement; (ii) DP Law 2020 obligations; (iii) fraud/wilful misconduct; (iv) death/personal injury; (v) DIFC regulatory fines.
10. Indemnification
You indemnify us against claims arising from: (a) your Customer Data; (b) your breach; (c) your ERP connection rights; (d) violation of applicable financial regulations. We indemnify you against third-party IP infringement claims (subject to standard conditions).
11. Term & Termination
11.1 Term
Per Order Form. Auto-renews for equal periods unless 30 days’ written notice.
11.2 Termination for Cause
Either party may terminate on 30 days’ written notice for uncured material breach. We may suspend immediately for: non-payment >15 days, security risk, legal/regulatory compliance.
11.3 Effect of Termination
Access ceases. We return/delete Customer Data per our Privacy Policy and DPA. Accrued fees remain due. Sections 4, 5, 8, 9, 10, 11.3 survive termination.
12. General
Governing Law: DIFC Law. Jurisdiction: DIFC Courts (exclusive). Assignment: Neither party may assign without consent (except to an affiliate/acquirer with notice). Force Majeure: Excused for events beyond control per DIFC Law. Entire Agreement: These Terms + Order Form + Privacy Policy + Security Addendum constitute the entire agreement. Severability: Invalid provisions severed; remainder stands. Language: English prevails.