Welcome to Facctum’s RapidAML Platform. These Terms & Conditions (“Terms”) govern your access to and use of our services. By clicking ‘I Agree’ or by using the RapidAML platform, you accept and agree to these Terms. Please review them prior to using the services.
(A) Facctum is in the business of providing a unified AML compliance platform (“RapidAML) as well as AML/CFT advisory and training services.
(B) The Client wishes to use Facctum's software and/or services in its business operations.
(C) Facctum has agreed to provide, and the Client has agreed to subscribe to Facctum's software and/or services subject to the terms and conditions of this Agreement.
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Facctum Group Entity: means Facctum and any, or all, of its parent companies, subsidiaries, affiliates or other entities within the same group of companies, including but not limited to entities incorporated in or outside the UAE, as notified to the Client in writing from time to time.
Affiliate: in relation to the Client, any entity that directly or indirectly controls, is controlled by, or is under common control with the Client.
Agreement: this document, including any and all Service Orders, outlining the terms agreed between Facctum and the Client.
Authorized Purpose: shall have the meaning in clause 2.5.
Business Day: means a day on which commercial and banking institutions are generally open for business in the Client’s local jurisdiction, excluding any local public holidays.
Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls , controlled and the expression change of control shall be interpreted accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information, including information defined in clause 7.1.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures as defined in the Data Protection Legislation.
Client: the entity that completes the online onboarding process, selects “I Agree,” or otherwise subscribes to the Services via the RapidAML platform.
Client Data: all data, materials or content uploaded or inputted on to Facctum’s systems by the Client, Client Users, third parties instructed by the Client, or Facctum on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services, including but not limited to structured or unstructured data such as personal data, financial metrics, or operational data
Online Customer Fee Applicability: means that any retail client who registers for, subscribes to, or otherwise accesses the services through Facctum’s online channels, including the RapidAML platform, shall be deemed to have accepted and agreed to the applicable fees as specified in the Fees section of this Agreement. Such acceptance shall constitute a binding agreement between Facctum and the Client with respect to the subscribed services and corresponding charges, notwithstanding the absence of a separately executed Service OrderService Order.
Service Order: means the document, online form, or other interface (including any written correspondence) through which the Client’s subscribed services, applicable fees, subscription term, renewal details, and any additional special terms are specified and agreed. For retail clients registering through online channels, such information shall be governed by the Online Customer Fee Applicability provision.
Invoice Issuer: means either Facctum or a Facctum Group Entity, as specified in the relevant invoice or Service Order.
Client Users: those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services and the Materials.
Data Protection Legislation: means all applicable laws, regulations, rules, codes of practice, and binding guidance relating to the processing, storage, transfer, or security of Personal Data in the United Kingdom, the United Arab Emirates, and the jurisdiction where the Client or its end-users are located, including but not limited to:
(a) United Kingdom: the UK Data Protection Act 2018, the UK General Data Protection Regulation (UK GDPR), and any subordinate legislation, codes of practice, guidance, or directions issued by the Information Commissioner’s Office (ICO) or other competent authorities, as amended, replaced, or supplemented from time to time;
(b) United Arab Emirates: the UAE Federal Decree-Law No. (45) of 2021 on the Protection of Personal Data (“UAE Data Protection Law”), together with any implementing regulations, circulars, codes, guidelines, or directions issued by the UAE Data Office or other competent authority, as amended, replaced, or supplemented from time to time;
(c) Client jurisdiction: any applicable national or regional data protection, privacy, information security, or cybersecurity laws and regulations in the jurisdiction where the Client or its end-users are located, including any subordinate legislation, codes of practice, binding guidance, or directions issued by the relevant supervisory or competent authority, as amended, replaced, or supplemented from time to time;
(d) Cross-border transfers: any applicable requirements under the laws referenced above governing the transfer of Personal Data across borders, including obligations for Standard Contractual Clauses, Binding Corporate Rules, adequacy decisions, or other transfer mechanisms recognized under Data Protection Legislation;
(e) General: any other similar legislation, regulations, guidance, or binding obligations issued by competent authorities relating to the collection, processing, storage, disclosure, or transfer of Personal Data in connection with the Services.
For the purposes of this Agreement, “Data Protection Legislation” shall include all amendments, replacements, supplements, implementing regulations, codes of practice, binding guidance, or orders issued under the above laws, as applicable from time to time.
Effective Date: the date of this Agreement.
Materials: the materials made available to the Client by Facctum (in any form or medium) from time to time that describe or support the functionality, use, administration or operation of the Services.
Normal Business Hours: 9.00 am to 6.00 pm local time of the Client, each Business Day.
Platform Terms of Use: the terms and conditions to be agreed upon by Client Users prior to accessing the Platform (including any platform terms of use imposed by third party data providers).
Services: the licencing of the Software and provision of services as detailed in each Service Order by Facctum to the Client, on the terms of this Agreement, or as otherwise mutually agreed in writing from time to time. Services exclude any third-party applications, integrations, or services that may interact with or be accessible through Facctum’s software unless expressly included in the Agreement.
Software: the online software applications provided by Facctum as part of the Services, as defined in a Service Order, including as made available via any downloadable or mobile application software provided by Facctum as part of the Services.
Subscription Fees : the subscription fees payable by the Client to Facctum in consideration for the Services, as set out in the Service Order, including without limitation any fixed subscription fees, and any variable subscription fees.
Subscription Term: the term of this Agreement as agreed between the parties and set out in the Service Order.
Supplier and Facctum : Entity details as per the introduction section
Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability : a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
A reference to writing or written includes email and any notifications given through the Services (where applicable).
References to clauses are to the clauses of this Agreement.
The headings in this Agreement are for convenience only and shall not affect its interpretation.
2.1 The Client appoints Facctum to provide it with the Services, in consideration for which the Client agrees to compensate Facctum, in each case as described in each Service Order. The Client agrees that Facctum is appointed solely to provide the Services.
2.2 Facctum accepts its appointment by the Client, and shall use all reasonable endeavours to provide the Services:
(a) in a timely, professional and communicative manner;
(b) with a degree of skill, care, and prudence as would reasonably be expected from a professional company providing software services to business clients; and
(c) in compliance with applicable laws and regulations. For the avoidance of doubt, Facctum makes no warranty that the Client’s use of the Services will comply with the Client’s legal obligations, which the Client is solely responsible for determining.
2.3 Facctum warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
2.4 The commitment at clause 2.2 shall not apply to the extent any non-conformance is caused by:
(a) use of the Services in a way that is outside the scope of this Agreement or contrary to Facctum’s instructions;
(b) modification or alteration of the Services by any party other than Facctum or Facctum’s duly authorised contractors or agents; or
(c) negligence, misuse, or omission by the Client that results in or amounts to a breach of its obligations under this Agreement.
2.5 Subject to the terms and conditions of this Agreement, Facctum hereby grants to the Client for the Subscription Term, a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Client Users to use the Services and the Materials during the Subscription Term solely for the Client’s internal business operations in connection with anti-fraud, anti-money laundering, identity verification, risk and/or compliance purposes (the “ Authorised Purpose ”) and in accordance with any other terms, conditions or restrictions detailed in any Service Order.
2.6 Facctum reserves full discretion to make modifications and/or updates to the Software and/or the Services at any time, including without limitation, new features, changing functionality, and updating licence terms, provided that where the Client contests such modifications and/or updates demonstrably and materially adversely impact the Client’s use of the Software and/or Services, then the Client shall be entitled to terminate this Agreement on written notice to Facctum. At all times, Facctum shall, as part of the development of its business offering, be entitled to implement new features, limitations, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics that do not affect the Software and the Services as they are currently being provided to the Client.
2.7 The Services may include data or content sourced from third-party data providers (“ Third-Party Data ”), which Facctum integrates into the platform for the Client’s use. Whilst Facctum obtains such Third-Party Data in good faith from sources which it considers to be reliable, Facctum does not independently originate or verify such data and it is provided without any warranty or guarantee of any kind, express or implied. The Client acknowledges and agrees that Facctum shall not be liable for any loss, damage, or claim arising from: (a) any inaccuracy, incompleteness, or delay in the provision of Third-Party Data; (b) the unavailability or withdrawal of any Third-Party Data, or any downtime in Facctum’s platform caused by the same; or (c) any reliance placed by the Client on such Third-Party Data. The Client further acknowledges that the use of certain Third-Party Data may be subject to additional licence terms and conditions imposed by the relevant third-party data providers. Where applicable, Facctum shall notify the Client of any such third-party terms, and the Client agrees to comply with them as a condition of access to the relevant data. Facctum reserves the right to substitute or remove any Third-Party Data sources at its discretion and shall use reasonable efforts to notify the Client in advance of any material changes.
2.8 Except as expressly provided, all Services, support, and Materials are provided on an “as is” and “as available” basis and Facctum disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, quality, timeliness, currency, continuity, accuracy, completeness, and non-infringement. Except as expressly set forth in this section, Facctum does not warrant that; (a) the Services will be error-free or uninterrupted or free from Vulnerabilities or Viruses, or that Facctum will correct errors within a specified period; (b) the Services will operate or integrate with any other hardware, software, systems, services or data not provided by Facctum; or (c) the Services will meet the Client’s or any third party’s requirements or specifications, nor does it make any warranty as to the results from the Client’s use of the Services or that they will achieve any intended result. The Client acknowledges that Facctum does not control the transfer of data over third-party communications networks and facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of the internet. Facctum is not responsible for any delays, delivery failures, or other loss or damage resulting from such problems. Facctum is not responsible for any issues related to the performance, operation or security of the Services that arise from Client Data provided to Facctum by the Client or third parties and the Client waives any and all claims against Facctum arising from or relating to information, content, data systems or services provided by it or third parties.
2.9 Timings set out in a Service Order are targets only and so are not of the essence on Facctum’s part. However, Facctum will use its reasonable efforts to meet targets and to clearly communicate with the Client where revisions to target are required.
2.10 Facctum will, as part of the Services and (unless otherwise specified) at no additional cost to the Client, provide the Client with reasonable customer support services during Normal Business Hours. Where support services are required, Facctum shall ensure that support is available by email during Normal Business Hours to provide assistance to the Client in respect of remedying defects in the Software and providing advice on the use of the Software. Facctum shall use reasonable endeavours to correct defects in the Software in a timely manner appropriate to the seriousness of the circumstances, subject to the scope and limitations outlined in any supplemental service level agreement.
2.11 The Client’s exclusive remedy and Facctum’s maximum liability for any failure in the Software and/or Services shall be specific performance of the terms of this Agreement, and the correction of the deficiency that caused the failure. If Facctum is unable to correct the failure in a commercially reasonable manner within 30 days, the Client may terminate this Agreement, and Facctum will provide the Client with a pro-rated refund for unused fees for any period for which the Client has paid in advance.
2.12 Facctum will use reasonable efforts to maintain platform availability but does not guarantee uninterrupted service. Scheduled maintenance or third-party outages shall not constitute a breach of this Agreement.
3.1 In relation to the Client and its Client Users, the Client undertakes that:
(a) each Client User shall keep all applicable accesses to the Services and Materials secure, and that each Client User shall keep all applicable accesses and outputs of the Services confidential save as required to deploy the Services received;
(b) if any individual who is not a Client User is granted access to the Services, then without prejudice to Facctum’s other rights, the Client shall promptly take steps to rectify this, and shall not issue any new access or Service materials to any such individual;
(c) it will ensure that any Client Users accessing the Software comply with the terms of this Agreement and sign up to and agree to comply with any Platform Terms of Use.
3.2 The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property, and Facctum reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material that breaches the provisions of this clause.
3.3 The Client shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Materials (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, or otherwise attempt to identify, discover, or obtain any source code, underlying algorithms, or technical information of the Services; or
(b) use the Services and/or Materials to provide services to third parties, or in breach of applicable law, regulations, and the Materials; or
(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Materials available to any third party except the Client Users, or
(d) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Materials, other than as provided under this clause 3; or
(e) introduce or permit the introduction of, any Virus or Vulnerability into Facctum’s network and information systems; or
(f) observe the functionality of the Services to develop a product or service that is substantially similar to the Services; or
(g) use the Services to build, train, or configure any artificial intelligence model.
3.4 The Client shall not (and shall procure that Client Users shall not):
(a) export, re-export, or transfer the Services
(i) in violation of any applicable export control laws or regulations, sanctions, embargoes, restrictive state lists or measures; or
(ii) to any embargoed country; or
(b) permit access to or use of the Services by an organization or individual identified on any government denied-party list or owned 50% or more by an organization or individual on a denied-party list.
3.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Materials by individual’s outside of the Client’s organisation and, in the event of any such unauthorised access or use, promptly notify Facctum.
3.6 The rights provided under this clause 3 are granted to the Client only, and shall not be considered granted to any Affiliate, subsidiary or holding company of the Client.
4.1 Both parties will comply with all applicable requirements of the Data Protection Legislation in delivery and receipt of the Services. Facctum shall maintain appropriate administrative, physical, technical, and organizational safeguards to protect the security, confidentiality, and integrity of Client Data, as further outlined in any applicable Data Processing Agreement or related documentation. Facctum agrees to notify the Client of any security breaches that adversely impact the Client Data within 72 hours of becoming aware of such security breach.
4.2 In addition to clause 4.1, the parties may agree to enter into the Data Processing Agreement alongside this Agreement to govern their relationship in respect of the control and processing of Personal Data where Facctum processes personal data on behalf of the Client under this Agreement.
4.3 Facctum shall maintain logs of acceptance, including timestamps, IP addresses, and user identifiers, for compliance and dispute resolution purposes.
4.4 Client Data may be stored or processed outside the UAE in compliance with applicable Data Protection Laws. Facctum shall ensure adequate safeguards for cross-border transfers.
5.1 For the avoidance of doubt, any invoice issued by Facctum or by a Facctum Group Entity in respect of Subscription Fees or other charges under this Agreement shall be valid, and payment by the Client to the bank account or payment instrument specified in such invoice shall fully satisfy the Client’s payment obligation under this Agreement. The Client shall not object to the validity or enforceability of any invoice on the basis that it was issued by a Facctum Group Entity rather than Facctum.
5.2 The Client shall pay the Subscription Fees to Facctum in accordance with each Service Order and the terms of this Agreement generally. Unless expressly stated otherwise, all fees are non-cancellable and non-refundable, except in the event of early termination by the Client due to a material breach by Facctum. In such cases, Facctum will refund any prepaid fees for services not yet delivered as of the termination date.
5.3 Unless stated otherwise in any Service Order, where Facctum issues invoices to the Client rather than payment being made online via the Software, the Client shall pay invoices in advance to gain access to the Services and within no later than 30 days.
5.4 Where requested, the Client shall provide to Facctum valid, up-to-date and complete payment card details or approved purchase order information acceptable to Facctum and any other relevant valid, up-to-date and complete contact and billing details and, if the Client provides its credit card details, the Client hereby authorises Facctum to bill such credit card for the Subscription Fees payable from time to time in in accordance with each Service Order.
5.5 In the absence of any disputes or amounts mandatorily withheld by law, all payments must be settled in full by the Client in accordance with the Agreement. Undisputed invoice(s) must be paid by the date stipulated without any set-off, deduction, or withholding. To dispute an invoice, the Client must notify Facctum in writing within 7 days, providing a clear explanation of the dispute. Facctum agrees to review and consider the dispute in good faith and provide a written determination within a reasonable timeframe. Any undisputed portion of the invoice must still be paid by the due date. If Facctum has not received payment by the due date, and without prejudice to any other rights and remedies of Facctum:
(a) Facctum may, without liability to the Client, disable the Client’s access to all or part of the Services and Facctum shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
5.6 All amounts and fees stated or referred to in this Agreement:
(a) shall (unless specifically agreed otherwise) be payable in the currency set out in the Service Order; and
(b) are exclusive of applicable taxes, levies, duties, or similar governmental charges, such as value added tax, which may be added to Facctum’s invoice(s) at the appropriate rate and shall be paid by the Client.
5.7 Where Subscription Fees are quoted and agreed for a fixed minimum period, the Client agrees that the Subscription Fees are due whether or not the Client purports to terminate the agreement before the expiry of the Subscription Term (subject to where such termination is for a purported breach of this Agreement by Facctum which is not remedied in accordance with its terms).
5.8 Facctum shall be entitled to increase the Subscription Fees at the start of each payment period by 5% per annum upon 30 days’ prior written notice to the Client (which may be via email) and any Service Order shall be deemed to have been amended accordingly unless the Client gives Facctum written notice to terminate within 30 days from the date such notice is sent by Facctum.
5.9 For billing purposes, Facctum may assign or novate its rights to receive payment under this Agreement to any Facctum Group Entity at any time, provided that Facctum gives prior written notice to the Client of the identity and payment details of such Group Entity.
6.1 The Client acknowledges and agrees that Facctum and/or its licensors own all intellectual property rights in the Software, Services and the Materials (including any modifications or derivatives). Except as expressly stated herein, this Agreement does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services or the Materials.
6.2 Facctum confirms that it has all the rights in relation to the Software, Services and the Materials that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
6.3 The Client shall retain all right, title and interest in and to all of the Client Data. For the avoidance of doubt, this does not include usage data or audit logs, which Facctum may monitor independently for their internal purposes, including but not limited to improving the Services, ensuring accurate billing, and providing support. The Client shall have sole responsibility for the content, quality, legality, reliability, integrity, accuracy and quality of, and intellectual property ownership or right to use, all Client Data, and for obtaining all necessary consents before sharing the Client Data with Facctum. The Client grants to Facctum a non-exclusive, worldwide, paid-up, royalty-free and transferable licence, which shall include a right for Facctum’s employees, agents and subcontractors, to use, copy and modify the Client Data which the Client shares with Facctum for the Subscription Term for the purposes of providing the Services. The Client further grants Facctum the right to transmit Client Data to third-party applications and services configured to integrate with the Services provided under this Agreement, and to anonymise and aggregate Client Data (and related usage data) with similar information from other customers ensuring no individual can be identified directly or indirectly, to improve, develop, or offer new services, tools, or insights that align with the Authorized Purpose or benefit the Client and its industry. Facctum will ensure that any anonymization is performed using industry-standard techniques to render the data irreversibly non-identifiable. The Client acknowledges that anonymized data will not be subject to any controller-processor relationship and that Facctum may use such data in compliance with applicable laws and this Agreement, including for the development and improvement of the Services.
6.4 Unless the Client objects, the Client grants to Facctum the right to use its company name and logo (without alteration) as a reference for marketing or promotional purposes on Facctum’s website and marketing materials, as well as the right to use, copy, modify, publish, sub-license, communicate, distribute and otherwise exploit any comments, feedback and ideas that the Client (or its Client Users) submit to Facctum from time to time. If such comments, feedback and ideas include the Client’s Confidential Information, Facctum does not own that information and will handle it in accordance with clause 7 of this Agreement.
6.5 Where it is agreed that Facctum will assist with the integration or interaction with third party software, Facctum shall incorporate such assistance within the Services and use reasonable endeavours to ensure a smooth integration. Should an integration stop working, the Client should communicate this with Facctum, and the parties will work together to find a commercial resolution with the Client’s objectives in mind, on the understanding that any third party software costs are to be paid by the Client. However, as Facctum does not control the Client’s or any third party’s technological systems, Facctum cannot warrant that integrations will be fit for purpose or that the integrity of any data will be unaffected. The Client is responsible for obtaining any consents or permissions that may be required by the third party with respect to the integration (such as any programming or reverse engineering) and shall indemnify Facctum for any claims or actions (including costs) taken against Facctum for any action taken on the instructions of the Client in relation to such third party software.
7.1 Confidential Information means all confidential, proprietary or sensitive information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives whether before or after the date of this Agreement, including but not limited to:
(a) the terms of this Agreement;
(b) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);
(c) any information developed by the parties in the course of carrying out this Agreement and the parties agree that:
(i) details of the Services, and the results of any performance tests of the Services, shall constitute Supplier Confidential Information; and
(ii) Client Data shall constitute Client Confidential Information;
(d) any information detailed in the Service Order.
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and adviser
7.2 The provisions of this clause shall not apply to any Confidential Information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality Agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d) the parties agree in writing is not confidential or may be disclosed; or
(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.
7.3 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 7.
7.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
7.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 7.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
7.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the UAE Federal Decree Law No. (31) of 2021 (as amended) or any other applicable UAE anti-corruption or anti-bribery laws, disclose Confidential Information to the competent UAE authorities without first informing the other party of such disclosure.
7.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.
7.8 On termination of this Agreement, each party shall upon written request (except as required for legal or regulatory purposes or archival practices):
(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;
(b) erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
(c) on request by the other party, certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority.
7.9 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
7.10 The above provisions of this clause shall continue to apply after termination of this Agreement.
8.1 Each party warrants that it will comply with all applicable laws in performing its obligations or exercising its rights in this Agreement and represents that it:
(a) has the legal power and authority to enter into this Agreement;
(b) is duly organized, validly existing, and in good standing under applicable laws; and
(c) has all rights necessary to meet its obligations under this Agreement.
8.2 The Client shall defend, indemnify and hold Facctum harmless from and against any and all actions, demands, liability, claims, damages, losses, penalties, fines and expenses including without limitation legal fees and court costs, made by any third party due to, arising out of, resulting from or in connection with:
(a) any information (including Client Data or any other data) that the Client or any person on its behalf submits, posts, or transmits as part of the Services;
(b) the use of the Software, Services, Materials or third party services by the Client or Client Users in breach of this Agreement; or
(c) the violation of any rights of any third party, including intellectual property or personal data rights by the Client or Client Users.
8.3 Facctum shall defend, indemnify and hold the Client harmless from and against any and all actions, demands, liability, claims, damages, losses, penalties, fines and expenses including without limitation legal fees and court costs, brought against the Client due to, arising out of or resulting from where the Client use of the Services or Materials in accordance with this Agreement infringes any registered patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality of any third party in territories where the Services are provided.
8.4 These indemnities are each subject to the provisos that:
(a) each indemnifying party is given prompt notice of any such claim;
(b) a party to be indemnified provides reasonable co-operation to the indemnifying party in the defence and settlement of such claim; and
(c) the indemnifying party is given sole authority to defend or settle the claim.
8.5 In the defence or settlement of any claim, Facctum may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing (without incurring a material reduction in performance or functionality) or, if such remedies are not commercially feasible, terminate the Client’s right to use the infringing Services and refund the unused remainder of any prepaid Subscription Fees for those Services without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
8.6 In no event shall Facctum, its employees, agents and sub-contractors be liable to the Client to the extent that an alleged infringement is based on:
(a) a modification of the Software, Services or Materials by anyone other than Facctum or a party under its direct control; or
(b) the Client’s use of the Software, Services or Materials in a manner contrary to the instructions given to the Client by Facctum, or use of the Services in breach of the Agreement; or
(c) the combination, operation, or use of the Services with unauthorized third-party products, software, services, or materials; or
(d) any Client Data, designs, instructions, specifications, or similar materials provided by the Client; or
(e) the Client’s use of the Software, Services or Materials after notice of the alleged or actual infringement from Facctum or any appropriate authority.
8.7 The foregoing states each party’s sole and exclusive rights and remedies, and the other party’s (including their employees’, agents’ and sub-contractors’) entire obligations and liability, for claims that are subject to indemnification under the Agreement.
9.1 Except as expressly and specifically provided in this Agreement:
(a) the Client assumes sole responsibility for results obtained from the use of the Software, Services and the Materials by the Client, and for conclusions drawn from such use;
(b) Facctum is entitled to rely on the information provided to it by the Client in relation to its business, operations and technical infrastructure, and cannot be responsible where such information is not accurate;
(c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
(d) the Software, Services and the Materials are provided to the Client on an “as is” basis.
9.2 Nothing in this Agreement excludes the liability of a party:
(a) for fraud or fraudulent misrepresentation.
(b) for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement (and even if advised of the possibility of such losses).
9.3 Subject to clause 9.2, neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
(a) loss of profits, loss of business, revenue, anticipated savings or wasted expenditure, data loss or corruption, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss (whether incurred directly or indirectly); or
(b) for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement (and even if advised of the possibility of such losses).
9.4 Subject to clauses 8.2 and 9.2, , each party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid or payable for the Services during the 12 months immediately preceding the date on which the claim arose.
9.5 Nothing in this Agreement excludes or limits the liability of the Client for any breach, infringement or misappropriation of Facctum’s Intellectual Property Rights, or for amounts due and payable by the Client for the Services under this Agreement.
10.1 This Agreement shall commence on the Effective Date and, unless otherwise specified in the Service Order, continue on an annual rolling basis. Either party may terminate the Agreement by providing written notice to the other party at least 30 days prior to the end of the current 12-month period. If no such notice is given, the Agreement shall auto-renew for the following 12-month rolling period.
10.2 Where Subscription Fees are payable on a periodic basis, notice to terminate by the Client shall result in the applicable subscription rolling until the end of the applicable period.
10.3 If Facctum notify the Client that it is no longer able to provide Services that have been paid for in advance, then Facctum shall refund the Client on a pro-rated basis for the incomplete period.
10.4 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so, or engages in persistent breaches which, when taken together, can reasonably be considered to constitute a material breach and shall be subject to the aforementioned remedy period;
(c) the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due, or admits inability to pay its debts, or is deemed unable to pay its debts or becomes subject to insolvency or restructuring proceedings under the Federal Decree-Law No. (51) of 2023 on Financial Restructuring and Bankruptcy, or any other applicable UAE insolvency legislation.;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party becomes subject to, or applies for, any moratorium, restructuring, or other insolvency protection under the Federal Decree-Law No. (51) of 2023 on Financial Restructuring and Bankruptcy, which governs insolvency proceedings in the United Arab Emirates, or under any other applicable UAE insolvency legislation.;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in parts (c) to clause (j) (inclusive) of this clause;
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(m) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
10.5 Facctum may additionally terminate this Agreement with immediate effect by giving written notice to the Client if there is a Change of Control of the Client, or if any third party data providers it relies on to provide the Services terminate Facctum’s licensed rights.
10.6 On termination of this Agreement for any reason:
(a) the Client shall pay to Facctum all of Facctum’s outstanding unpaid invoices in respect of any Services supplied but not yet paid for (and Facctum shall submit an invoice payable on 30 day terms where no invoice or payment instruction has been sent yet);
(b) all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Software, Services and/or the Materials;
(c) each party shall return and make no further use of any equipment, property, Materials and other items (and all copies of them) belonging to the other party;
(d) Facctum may destroy or otherwise dispose of any of the Client Data in its possession unless retention is required to comply with legal or regulatory obligations, or unless Facctum receives, no later than thirty days after the effective date of the termination of this Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. Facctum shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by Facctum in returning or disposing of Client Data. Facctum will ensure that deletion is performed in a secure and industry-standard-compliant manner; and
(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
10.7 The termination of this Agreement shall not affect any Service Order then in effect unless otherwise agreed in writing.
11.1 Facctum may suspend or limit the Client’s use of the Services under the following circumstances (“Suspension Triggers”):
(a) payments are overdue;
(b) Facctum becomes aware of, or has valid reason to believe, the Client is engaging in unlawful use of the Services;
(c) Facctum determines that the Client’s use may harm the Services, compromise the security of Facctum’s systems or other customers, or infringe on third-party rights;
(d) the Client’s use of the Services breaches this Agreement, disrupts other customers or adversely impacts the performance of Facctum’s systems
(e) if any third party data providers Facctum relies on to provide the Services terminate Facctum’s licensed rights.
11.2 In the event of a Suspension Trigger, Facctum may take actions including immediate suspension in emergencies or within 30 days for other triggers. Facctum will notify the Client in writing (where permitted by law) and may modify, suspend, or deactivate the Services to address the issue or comply with this Agreement and applicable laws.
11.3 If the Client is subject to an investigation for alleged illegal or inappropriate use of the Services, they must cooperate with Facctum. Failure to cooperate or resolve the issue within a reasonable timeframe may result in immediate suspension or termination of access to the Services.
11.4 Facctum will take reasonable steps to mitigate and minimise the duration of any suspension. Access to the Services will be restored promptly once the underlying issue is resolved to Facctum’s reasonable satisfaction.
12.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. This includes, but is not limited to, strikes, industrial disputes, utility or transport failures, natural disasters, war, riots, vandalism, compliance with laws or government orders, terrorist acts, internet or communication network failures, cyberattacks, fires, floods, or storms. The affected party must inform the other party as soon as possible and resume their obligations as soon as the issue is resolved. The time for performance of such obligations shall be extended accordingly.
13.1 Any and all business entered into by Facctum is subject to the terms set out in this Agreement and in the event of any conflict with any other terms and conditions, these terms shall prevail unless agreed otherwise in writing by an authorised representative Facctum.
13.2 In the event of any inconsistency or conflict between the terms of this Agreement and any Service Order, the terms of the Service Order shall take presence and control.
14.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
14.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
15.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
16.2 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
17.1 This Agreement (including the terms set out in the Service Order) constitutes the entire Agreement between the parties and supersedes and extinguishes all previous and contemporaneous Agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
17.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
17.4 Nothing in this clause shall limit or exclude any liability for fraud.
17.5 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17.6 Facctum may update this Agreement by providing electronic notice to the Client. Continued use of the Services after such notice constitutes acceptance of the updated terms.
18.1 The Client shall not, without the prior written consent of Facctum, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
18.2 Facctum may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19.1 Facctum makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party website, or any transactions completed, and any contract entered into by the Client, with any third party. Facctum is only responsible for what is within Facctum’s reasonable control in delivering the Services.
20.1 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21.1 This Agreement is entered into solely for the benefit of the Parties and, where applicable, their respective successors and permitted assigns. Except as expressly provided in this Agreement or as permitted under applicable UAE law, no person other than a Party to this Agreement shall have any right to enforce or benefit from any of its provisions.
21.2 For the avoidance of doubt, the Parties acknowledge that no rights or benefits are intended or conferred upon any third party under this Agreement, and nothing in this Agreement shall be construed as creating any right of action or claim by any person not a Party hereto, whether under contract, statute, or otherwise.
21.3 Nothing in this Clause shall restrict a Party’s right to assign or novate this Agreement in accordance with its terms or to confer rights expressly set out in favour of an affiliate or subcontractor engaged in the performance of this Agreement, provided that such rights shall not create independent enforcement rights beyond those contemplated herein.
22.1 Any notice given to a party under or in connection with this Agreement shall be sent by email to the email address for the other party set out in the Service Order.
22.1 Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when Normal Business Hours resume.
22.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
23.1 An individual purchasing the Services on behalf of the Client (being a company or other legal entity or organisation) must be at least 18 years old to use the Services. By entering into to this Agreement, any such individual represents and warrants to Facctum that: (i) they are at least 18 years old; and (ii) they have authority to legally bind the entity on whose behalf it enters into this Agreement.
24.1 This Agreement and any dispute or claim arising out of or in connection with it, its subject matter, or its formation (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the United Arab Emirates.
24.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, or termination, shall be referred to and finally resolved by arbitration under the Rules of the Dubai International Arbitration Centre (DIAC), which rules are deemed to be incorporated by reference into this clause. The seat (legal place) of arbitration shall be Dubai, United Arab Emirates, the language of the arbitration shall be English, and the tribunal shall consist of one arbitrator, unless otherwise agreed by the Parties.
24.3 Nothing in this Clause shall prevent either Party from applying to the courts of Dubai, United Arab Emirates, for any interim, conservatory, or injunctive relief, or for the enforcement of an arbitral award. For such limited purposes, the Parties irrevocably submit to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates.
25.1 By selecting ‘I Agree’ during onboarding or by making payment for the Services, the Client agrees to be bound by this Agreement. No physical signature is required.
25.2 By clicking ‘I Agree’, the Client acknowledges that they have read, understood, and agreed to all terms of this Agreement, including linked policies such as Privacy Policy and Platform Terms of Use.
25.3 Electronic acceptance, including click-through or payment confirmation, shall constitute a legally binding signature. Electronic records maintained by Facctum shall be admissible as evidence in arbitration or court proceedings.
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