TERMS AND CONDITIONS
DS System ERP Platform
Provided by S D W MARKETING MANGEMENT CO. L.L.C
1. Parties and Scope
These Terms and Conditions (“Agreement”) govern the provision and use of the DS System ERP software platform (“DS System”) provided as a Software-as-a-Service (SaaS) solution by S D W MARKETING MANGEMENT CO. L.L.C, Dubai, United Arab Emirates (“Company”, “Provider”, or “Contractor”).
The customer (“Client”) enters into this Agreement by signing an order form, accepting an offer, or using DS System.
2. Contract Duration and Termination
2.1 Contract Term
The Agreement is concluded for a twelve (12) month term, unless otherwise agreed in writing.
2.2 Ordinary Termination
Either party may terminate the Agreement with three (3) months’ written notice, effective to the last day of a calendar month.
2.3 Automatic Renewal
Unless terminated in accordance with this section, the Agreement shall automatically renew for successive twelve (12) month periods.
2.4 Extraordinary Termination
The right of either party to terminate the Agreement for good cause with immediate effect remains unaffected.
3. Services and Usage
3.1 Scope of Services
The Provider grants the Client access to DS System, an ERP and digital business management platform including, but not limited to:
- Order and sales management
- Inventory and product data
- Customer and supplier management
- Financial and reporting tools
- Document and data management
3.2 Monthly Fee
The service is provided for a fixed monthly fee, independent of the number of users. There are no active user calculations. The monthly fee is charged in advance for the applicable billing month.
3.3 Usage Limits and Additional Charges
If data usage, storage capacity, or system usage exceeds the agreed or expected limits, the Provider reserves the right to charge additional fees. Such fees shall be added to the monthly invoice for the same or following billing period.
4. Payment Terms
- Payment term: fourteen (14) days net, without deduction
- Invoicing and payment are carried out automatically (e.g. direct debit)
- Manual billing or payment handling may incur an additional fee
In case of unjustified non-payment exceeding sixty (60) days, the Provider may suspend access to DS System until all outstanding amounts are settled.
5. Service Start Date
The service start date shall be the date of confirmation or acceptance of this Agreement by the Client.
6. Prices and Taxes
All prices are net amounts and exclusive of VAT or other applicable taxes, which shall be charged in accordance with applicable law.
7. Marketing Reference
Unless otherwise agreed in writing, the Client consents to the use of its company name and logo as a DS System customer or partner reference for marketing purposes.
8. Data Protection & Data Processing (GDPR – Art. 28)
8.1 Role of the Parties
The Client acts as Data Controller and S D W MARKETING MANGEMENT CO. L.L.C acts as Data Processor within the meaning of the GDPR.
8.2 Duration of Processing
Data processing is agreed for an indefinite period and remains valid for the duration of the contractual relationship. Termination requires three (3) months’ notice to the end of a calendar month. Extraordinary termination for good cause remains unaffected.
9. Obligations of the Contractor (Data Processor)
- Process personal data only on documented instructions of the Client
- Inform the Client, where legally permissible, of any official request for disclosure of data
- Ensure that all persons involved in processing are bound by confidentiality obligations
- Maintain confidentiality during and after termination of employment or engagement
- Implement technical and organisational measures in accordance with Article 32 GDPR
- Support the Client in fulfilling data subject rights under Chapter III GDPR
- Assist the Client with obligations under Articles 32–36 GDPR
- Maintain a record of processing activities under Article 30 GDPR
- Allow audits and inspections by the Client or its appointed auditors
- Inform the Client without delay if an instruction violates data protection law
Upon termination, all personal data shall be deleted or returned in a commonly used, machine‑readable format, unless legal retention obligations apply.
10. Place of Data Processing
Data processing shall, where possible, occur within the EU or EEA. Where processing outside the EU/EEA is required, appropriate GDPR safeguards shall be implemented and documented.
11. Sub-Processors
The Contractor may not engage sub-processors without informing the Client. All approved sub-processors shall be bound by data protection obligations equivalent to those set out in this Agreement.
12. Client Obligations
- Use DS System in accordance with applicable law
- Secure access credentials
- Ensure lawful processing of uploaded data
- Maintain appropriate internal data backups
13. Liability
- Liability for slight negligence is excluded to the extent permitted by law.
- Total liability is limited to the net contract value for the relevant contract year.
- The Provider shall not be liable for data loss where the Client has failed to maintain proper backups.
14. Confidentiality
All confidential information exchanged under this Agreement shall be treated as strictly confidential during and after termination. Place of jurisdiction shall be the registered office of S D W MARKETING MANGEMENT CO. L.L.C.
15. Final Provisions
If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties.
Signatures
For S D W MARKETING MANGEMENT CO. L.L.C
Client