End User Licenses Agreement (EULA)

Definitions:

  1. Company: AClass Solutions DWC LLC; located in Business Center, Dubai World Central Headquarters, Dubai – United Arab Emirates

  2. Client:     Customer or one its affiliates;

  3. NG-PM: “Next Generation Project Management”; a proprietary project analytics application that is owned by AClass Solutions DWC LLC ;

  4. DPOR: “Digital Partner of Record” – Form of Microsoft Partnership models, where client designates their lead services partner as the DPOR, which identifies the key services/lifecycle support partner who’s engaged in providing ongoing support. DPORs have access to information necessary to fully support customers and act as the contact for FastTrack services (For more details, please visit https://partner.microsoft.com/en-fi/membership/digital-partner-of-record)

  5. Intellectual Property Rights means (i) copyright, patents, database rights and rights in trademarks, designs, know-how and confidential information (whether registered or unregistered); (ii) applications for registration, and the right to apply for registration, for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

  6. Unplanned Downtime: Any period of time when users are unable to read or write portion of NG-PM/Power BI data to which they have appropriate permissions and they haven’t been notified at least 24 hrs ahead of the services interruption.

NG-PM offering:

  1. NG-PM is a proprietary product of AClass solutions DWC LLC. 

  2. NG-PM is a cloud-based subscription service, where licenses to use, not to own, the software are assigned to Client during the term of use.  

  3. NG-PM Subscription licenses are not transferable or subject to modification without the written consent of AClass Solutions DWC LLC. 

  4. NG-PM Subscriptions are sold for a fixed term of 12 months. NG-PM Subscription is billed annually, where new Subscriptions will expire 12 full calendar months after the date on which Client purchases the NG-PM Subscription. Client will be billed in advance and in full at the Client’s next scheduled monthly invoice.

  5. NG-PM Subscriptions will automatically renew for 12 months at the end of the subscription term. Renewal pricing will be based on the current pricing at time of renewal. If Customer chooses to not renew, NG-PM Subscription must be canceled in advance of the next scheduled invoice.

  6. The unit price for the user subscription will not change during the term of the Subscription.

  7. Availability, SLA and service credit are based on monthly services calculations.

  8. Client must electronically submit an order for all NG-PM subscriptions or professional services ordered. Upon receipt of each order, AClass Solutions will provision the Products based on the Client information provided through the Paypal account of the client.

  9. Microsoft licenses are not included within the order price. Client to acquire the needful licenses through Microsoft account manager or Distributor. However, Company can support Client by specifying the needful licenses and facilitating getting them through the authorized Microsoft distribution channels. 

  10. Price doesn’t include any associated expenses (Travel, taxes, consultation, accommodation). 

  11. By accepting the terms and conditions, client authorizes AClass Solutions DWC-LLC to act as the sole DPOR "Digital Partner of record" for Microsoft Project online and Microsoft Power BI services. 

  12. By accepting these terms and conditions, client authorizes AClass Solutions DWC-LLC to have "Global Administration" rights on the client's Microsoft Power BI portal, where only AClass Solutions DWC LLC has the right to administer the Microsoft Power BI Service. 

  13. AClass Solutions will periodically release product updates, new features and fixes for NG-PM. Client reserves the right to accept, defer or reject implementing those updates. However in case of deferring or rejecting, the Client assumes full responsibility for any resulting incidents or downtime resulting from Client’s decision.

Warranty

  1. In no event shall AClass Solutions DWC LLC be liable for any direct, special, consequential or indirect damages resulting from and not limited to usage of the services, loss of profit, data or system use at the time of an incident or afterwards. 

  2. NG-PM and professional services performed are provided “AS IS” and “As Available” without warranty of any kind.

Intellectual Properties

  1. NG-PM is a proprietary product of AClass solutions DWC LLC. 

  2. In all cases, Client is not allowed to:

    • Falsify, alter, modify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material.

    • Create a false identity for the purpose of misleading others, service misuse or unauthorized service use.

    • Distribute NG-PM licenses or intellectual property to any of its affiliates without prior written and authorized consent from Company

    • Decompile, imitate, copy or reverse engineer NG-PM solution.

  3. If you have any questions concerning the use of NG-PM Solution, intellectual property, design, artwork and licensing details, please contact cs@aclass-solutions.com

Assignment and Subcontracting

  1. Client shall not assign, sub-license, transfer, create a charge over or otherwise dispose of any of its rights or subcontract, transfer or otherwise dispose of any of its obligations under this Agreement without the prior written consent of the Company.

Service Level Agreement

  1.  The Monthly Uptime Percentage is calculated using the following formula:                                                                                                                                                               100 X (Total number of minutes per month – Total Unplanned downtime in minutes) / Total number of minutes per month

  2.  Downtime is calculated as the sum of the duration (in minutes) of each Incident that occurs during that month multiplied by the number of users impacted by that Incident.

  3. Service Credits

    • For Monthly Uptime Percentage < 99%, Service Credit is 25%

    • For Monthly Uptime Percentage < 97%, Service Credit is 50%

    • For Monthly Uptime Percentage < 95%, Service Credit is 100%

  4. Service Credits are your sole and exclusive remedy for any performance or availability issues for any Service under the Agreement and this SLA. You may not unilaterally offset your Applicable Monthly Service Fees for any performance or availability issues.​

  5. Applicable Monthly Service Fees and Service Credit for each Service will be pro-rated.

Termination

  1. Either party can terminate this agreement at any time without cause and without intervention of the courts by giving the other party not less than thirty (30) days’ written notice. Neither party will have to pay the other party any costs or damages resulting from termination of this arrangement without cause. This EULA is effective until terminated by Company or Client. Client’s rights under this EULA will terminate automatically if Client fails to comply with any of its terms.

  2. If either the Client or Company, terminate this Agreement, Company will be entitled to recover payment for all Professional Services rendered through the date of termination including the reasonable work-in-process costs actually incurred by Company and documented for Services required to be delivered up to the issuance of the notice of termination. Such costs shall have supporting documents.

  3. This Agreement may be terminated by either Party (the “non-defaulting Party”), without prejudice to its other rights and remedies,  if any of the following events occur by or with respect to the other Party (the “defaulting Party”):  (i) the defaulting Party commits a material breach of any of its obligations hereunder and fails to cure such breach. within fifteen (15) days following receipt of written notice from the non-defaulting Party with the particularities of such breach (or if such breach reasonably cannot be cured in fifteen (15) days, such longer period of time as may be reasonably necessary to effect such cure if the defaulting Party furnishes to the non-defaulting Party within such fifteen (15) days period a feasible plan demonstrating that it is capable of curing the breach and diligently proceeds to implement such plan to completion); or (ii) any insolvency of the defaulting Party, any filing of a petition in bankruptcy by or against the defaulting Party, any appointment of a receiver for the defaulting Party, any assignment for the benefit of the defaulting Party’s creditors or any ceasing of conducting business in the ordinary course.

Governing Law and Arbitration

  1. This Agreement will be governed by and construed in accordance with the laws of the Emirate of Dubai and the Federal laws of the United Arab Emirates.

  2. Client or Company is not allowed to violate any applicable laws or regulations or code of conduct or other guidelines which may be applicable.

  3. Any dispute or difference of any kind between the Parties in connection with or arising out of this Agreement or the breach, termination or validity hereof (a Dispute) shall be finally settled in accordance with the rules promulgated by the Dubai International Arbitration Centre (the Rules).  Notwithstanding the foregoing, either Party may seek injunctive relief in any court of competent jurisdiction against the improper use or disclosure of Confidential Information. 

  4. Client acknowledges his compliance with all applicable Microsoft End user license agreements related to the procured products.

  5. Client is responsible for bringing to the attention of Company, any statutory, regulatory or legislative compliance requirements in countries other than United Arab Emirates, where Client operates and will require NG-PM software usage. Company is not responsible for any incidents, violations, fines or cases resulting from the lack of written notice of such requirements.

Privacy Policy

  1. Company is committed to protecting and respecting Client’s privacy. Company will always take reasonable and appropriate measures to prevent the unauthorized use or disclosure of your personal information.

  2. Company complies with the privacy laws and regulations of United Arab Emirates.

  3. Company is not allowed to see Client’s data through NG-PM, without consent of Client.

  4. Privacy policy of Microsoft corporation govern the Microsoft platforms hosting Company’s NG-PM products. Please visit https://privacy.microsoft.com/en-us/PrivacyStatement, for the latest version of Privacy statement.

Copyright 2020 © AClass Solutions LLC. All Rights Reserved.

Business Center, Dubai World Central Headquarters

Dubai-United Arab Emirates

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