These Sales Terms and Conditions (“Terms”) govern your access to and use of the cloud-based software application (“Software”) distributed by Averidia Tech Ltd (“we,” “us,” or “our”), a company incorporated in the Abu Dhabi Global Market (“ADGM”) Free Zone, Abu Dhabi, United Arab Emirates. By subscribing to or using the Software, you (“Client” or “you”) agree to be bound by these Terms. If you do not agree, do not access or use the Software.
These Terms are based on international common law principles, as applied in the ADGM, which adopts English common law standards under the ADGM Application of English Law Regulations 2015. They also comply with relevant ADGM commercial regulations, including the ADGM Companies Regulations 2020 and any applicable consumer protection guidelines, ensuring fair dealing, transparency, and balanced obligations.
- Definitions
Software: The third-party cloud-based software application we distribute, including any updates, modifications, or support services provided.
Subscription: Your agreement to access the Software for a fixed term, subject to payment of fees.
Third Party: The original developer of the Software, for whom we act as the official exclusive distributor.
Fees: The one-off activation fee and monthly pay-per-use fees.
Remorse Period: A 14-day period for cancellation as described in Section 6. - Our Role and Services
We are the official exclusive distributors of the Software, which is developed, owned, and maintained by a Third Party. Our services include:
Writing, modifying, testing, and supporting the Software as needed for distribution.
Providing worldwide access to the Software on a subscription basis to individual retail clients.
Handling billing, customer support, and distribution logistics.
We do not develop or own the underlying Software and act solely as a distributor. All intellectual property rights in the Software remain with the Third Party.
- Subscription and Access
Eligibility: The Software is available to individual retail clients worldwide. You must be at least 18 years old or the age of majority in your jurisdiction to subscribe.
Contract Term: By subscribing, you agree to a minimum 2-year commitment (“Contract Term”), commencing on the date of activation. The Contract will automatically renew for successive 2-year periods unless terminated in accordance with these Terms.
Access: Upon payment of the one-off activation fee, you will be able to make use of the available Software via the qPilot cloud platform. Access is non-transferable and for your personal use only.
Usage: The Software are provided “as is” for your use. You agree not to reverse-engineer, decompile, or misuse the Software in violation of applicable laws. - Fees and Payment
Fee Structure:
One-off activation fee of EUR 9.70 per Software, payable upon activation.
Monthly pay-per-use fees of 30% linked to the increase in value generated by the Software’s AI activities. The fee will not be payable in the event of a decrease in value.
Recurrent Billing: You authorize us to charge your provided payment method recurrently for all Fees owed, including monthly usage fees and any applicable taxes. Charges will occur automatically at the end of each billing cycle or as usage accrues.
Payment Method: You must provide a valid credit card or other accepted payment method. You are responsible for keeping your payment information current.
Taxes: All Fees exclude applicable taxes, duties, or levies, which you agree to pay.
Late Payments: Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by ADGM law. We may suspend access for non-payment after 7 days’ notice.
No Refunds: Except during the Remorse Period or as required by law, Fees are non-refundable. - Term and Termination
Term: The Contract Term is 2 years, with automatic renewal unless you provide 30 days’ written notice prior to renewal.
Termination by You: You may terminate after the initial 2-year term with 30 days’ notice. Early termination during the initial term requires payment of all remaining Fees for the term.
Termination by Us: We may terminate or suspend your access immediately if you breach these Terms, fail to pay Fees, or if required by law or the Third Party. Upon termination, access ceases, and you must pay all outstanding Fees.
Effect of Termination: Sections surviving termination include payment obligations, disclaimers, liability limitations, and governing law. - 14-Day Remorse Period
You have a 14-day remorse period (“Remorse Period”) starting from the date of activation to cancel your Subscription for any reason. To exercise this right, notify us in writing at info@averidiatech.com. Upon valid cancellation:
Any usage fees incurred during the period will be waived.
Access will be revoked immediately.
This period aligns with international consumer protection standards for distance contracts and exceeds any minimum requirements under ADGM regulations. - Warranties and Disclaimers
Our Warranties: We warrant that we are the authorized exclusive distributor of the Software and will provide support services with reasonable skill and care, in line with ADGM commercial standards.
Third-Party Software: The Software is provided by a Third Party. We make no warranties regarding its functionality, accuracy, reliability, or fitness for any purpose. We disclaim all responsibility for any faults, defects, errors, or interruptions in the Software itself.
General Disclaimers: TO THE EXTENT PERMITTED BY ADGM LAW AND INTERNATIONAL COMMON LAW STANDARDS, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.
Consumer Rights: Nothing in these Terms excludes or limits warranties or remedies implied by ADGM regulations or applicable consumer laws that cannot be excluded. - Limitation of Liability
Exclusion: To the fullest extent permitted by law, we (and our affiliates, officers, employees, and the Third Party) shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill, arising from these Terms or the Software, even if advised of the possibility.
Cap: Our total liability shall not exceed the total Fees paid by you in the 12 months preceding the claim.
Exceptions: This limitation does not apply to liability for death, personal injury, fraud, or any matter where exclusion is prohibited by ADGM law.
Force Majeure: Neither party is liable for delays or failures due to events beyond reasonable control, such as acts of God, war, or pandemics. - Intellectual Property
The Software and all related materials are owned by the Third Party and protected by international intellectual property laws. You are granted a limited, non-exclusive, revocable license to use the Software during your Subscription Term for personal purposes only.
You agree not to copy, modify, distribute, or create derivative works from the Software without prior written consent. - Data Protection and Privacy
We process your personal data in accordance with ADGM Data Protection Regulations 2021 and our Privacy Policy [link to policy]. By subscribing, you consent to such processing for providing the Services. - Governing Law and Dispute Resolution
These Terms are governed by the laws of the ADGM Free Zone, applying English common law principles as per ADGM regulations, without regard to conflict of laws. Any disputes shall be exclusively resolved in the ADGM Courts. You agree to submit to their jurisdiction. - Miscellaneous
Amendments: We may update these Terms with 30 days’ notice via our website or email. Continued use constitutes acceptance.
Severability: If any provision is invalid, the remainder remains enforceable.
Entire Agreement: These Terms constitute the entire agreement, superseding prior understandings.
Assignment: We may assign these Terms; you may not without our consent.
Notices: Notices shall be in writing via email or post to the addresses provided.
No Waiver: Failure to enforce any right does not constitute a waiver.
For questions, contact us at info@averidiatech.com
By subscribing, you acknowledge that you have read, understood, and agree to these Terms.