Terms and Conditions

Whereas the First Party owns and operates an electronic platform under the name (ELYRA), specialising in the management of businesses, operations, data and related services, including software, tools, and technical and administrative features, and the Second Party wishes to subscribe to and benefit from the services provided by the Platform in accordance with the packages, prices and features specified in the system.

The Parties, having full legal capacity, have agreed that this Agreement shall constitute the framework governing the subscription relationship and use of the Platform, in accordance with the following terms and conditions.

This Preamble and all annexes, schedules, prices and features announced within the Platform shall form an integral part of this Agreement.

For the purposes of this Agreement, the following words and expressions shall have the meanings set out opposite each of them:

Platform / Software: The electronic system owned or managed by the First Party, including its software, interfaces, databases, tools and services.

Services: All services and features made available by the Platform to the Subscriber in accordance with the available packages.

Subscriber: The natural or legal person who registers or subscribes to one of the Platform’s packages.

Package: The subscription level selected by the Subscriber and its associated features, number of users, storage capacity, services and prices.

User: The person whom the Subscriber permits to use the account or the Platform within the permissions granted to that person.

Subscriber Data: All data, information and documents entered, uploaded or stored on the Platform by the Subscriber or its users.

Subscription Term: The period commencing on the date of subscription activation and ending in accordance with the duration specified in the selected Package.

Under this Agreement, the First Party grants the Second Party a limited, non-exclusive and non-transferable right to use the Platform and benefit from the Services and features included in the Package selected by it, throughout the Subscription Term and upon payment of the financial consideration due.

The subscription shall not result in the transfer to the Second Party of ownership of the Software, any of its components or the intellectual property rights relating thereto.

The Platform provides its Services through various packages, and the following shall be specified for each Package: Package Name / Subscription Fee / Subscription Term / Number of Permitted Users / Available Services and Features / Storage Capacity: if any / Usage Limits / Additional Services and Their Prices: if any.

The Package selected by the Subscriber during registration or renewal shall be the Package applicable to it throughout the Subscription Term.

The First Party may add new packages or services or modify the features of future packages, provided that this does not affect rights paid for in advance for an existing Subscription Term, unless the Parties agree otherwise.

The Subscriber may request additional services not included in the Package, including – but not limited to – increasing the number of users, increasing storage capacity, special settings, customising certain system features, training, data migration, additional technical support, integration with other systems or software, and consulting or technical services, and such services shall be subject to separate financial consideration in accordance with the prices approved by the First Party.

The Subscriber shall pay the fee for the Package selected by it in accordance with the price announced at the time of subscription.

Payment shall be made through the payment methods approved by the First Party.

The subscription shall not become effective until payment has been completed and the account activated, unless the First Party decides otherwise.

In the event of late payment, the First Party shall be entitled, after notifying the Subscriber or in accordance with the system mechanism, to suspend some or all Services, prevent access to the account, refrain from renewing the subscription, or terminate the subscription in accordance with the provisions of this Agreement.

Suspension of the Service due to non-payment shall not relieve the Subscriber of amounts due from it for the preceding period.

The Subscription Term shall commence on the date of account activation or on the date specified in the subscription order.

The subscription shall be for a term of: (Monthly / Quarterly / Semi-Annual / Annual / Other).

The subscription shall renew automatically if the automatic renewal feature has been activated by the Subscriber, unless the Subscriber cancels it before the renewal date in accordance with the mechanism available on the Platform.

The First Party may modify future subscription prices, provided that the new price is displayed to the Subscriber before renewal in accordance with the approved mechanism.

The Subscriber shall provide true and accurate information upon registration and shall bear responsibility for the accuracy of the information it provides.

The Subscriber shall be responsible for safeguarding login credentials, not sharing the password with unauthorised persons, all activities conducted through its account, granting permissions to its users, and revoking the permissions of any user who is no longer authorised to access the account, and the Subscriber shall immediately notify the First Party if it suspects any unauthorised use of the account.

The Subscriber shall use the Platform solely for lawful and permitted purposes.

The Subscriber is prohibited from: copying or reproducing the Software, selling, leasing or reselling the Service to third parties, granting third parties access without authorisation, attempting to breach the system or disrupt its operation, using tools or software intended to circumvent technical protection, extracting or copying the Platform’s database, using the Platform for any unlawful activity, entering harmful data or files or malicious software, or using the Platform in a manner that harms the First Party, its users or its technical infrastructure, and the Subscriber alone shall bear responsibility for any non-compliant use originating from its account.

The data and information entered by the Subscriber on the Platform shall remain its property, and ownership thereof shall not transfer to the First Party merely through use of the Service.

The Subscriber grants the First Party the technical licence necessary to process, store and operate such data to the extent necessary to provide the Services, operate the Platform and improve its performance.

The First Party shall take appropriate technical and organisational measures to protect the data held on the Platform in accordance with applicable laws and regulations.

The Subscriber shall bear full responsibility for the accuracy of the data it enters, the lawfulness of the data and documents, obtaining the necessary consents from data subjects – where applicable – and the content it uploads or stores.

Backup copies of data falling outside the scope of the Services provided by the First Party.

The First Party shall not be liable for errors resulting from the entry of incorrect data by the Subscriber or its users.

All intellectual property rights relating to the Platform and the Software, including, by way of example: software, source code, designs, user interfaces, logos, marks, the Platform’s databases, software content, systems and technical tools, shall remain the property of the First Party or its licensors, and this Agreement shall not grant the Subscriber any ownership right or permanent right to exploit such elements, and the Subscriber shall not copy, modify, disassemble, analyse or reverse engineer the Software or any part thereof except to the extent expressly permitted by law.

The First Party shall provide technical support to the Subscriber in accordance with the service level associated with the selected Package.

Support shall include – depending on the Package: receiving technical reports, resolving faults, assistance in using system features, and basic technical guidance, and technical support shall not include work or services that have not been agreed upon within the Package, and the First Party does not guarantee that all requests will be addressed within the same timeframe, as the priority for handling reports varies according to their nature and impact on the Service.

The First Party shall be entitled to develop and update the Platform, add new features or modify certain existing features for the purpose of improving the Service, security and performance.

Modification of the user interface, development of features or addition of new tools shall not constitute a breach of the Agreement as long as the agreed basic Service remains available.

The Platform may occasionally be subject to maintenance work, updates or technical faults beyond control.

The First Party may temporarily suspend the Service to the extent necessary to carry out maintenance, resolve faults or protect the system.

The First Party shall use reasonable efforts to restore the Service as soon as possible.

The Platform is provided as a technical service for business management, and the First Party does not guarantee that the Service will be entirely free from faults or available without interruption at all times, and the First Party shall not be liable for damage arising from misuse of the Platform, entry of incorrect data, sharing of login credentials, faults in the Subscriber’s devices or networks, interruption of internet or telecommunications services, cyberattacks or technical events beyond control despite appropriate measures having been taken, acts of the Subscriber’s users, or any use contrary to the terms of the Agreement.

In all cases, the liability of the First Party – to the extent permitted by law – shall be limited to proven direct damage resulting from a material breach on its part, excluding indirect damage or loss of profits or business opportunities.

If the backup service is included in the Package, the First Party shall perform it in accordance with the approved technical system.

Nevertheless, the Subscriber is advised to retain independent copies of important data and documents, particularly data on which it relies in its business activities.

The First Party shall be entitled to suspend the account, restrict access to certain Services or terminate the subscription in the following cases: failure to pay amounts due, breach of the terms of the Agreement, unlawful use of the Platform, attempting to breach the system, causing harm to the Platform or its users, providing materially incorrect information, or using the account in a manner that poses a security or technical risk, and in urgent cases involving a security or technical risk, the First Party may suspend the account immediately, notifying the Subscriber whenever possible.

The Subscriber may cancel the subscription in accordance with the mechanism set out within the Platform.

The First Party may also terminate the Agreement in the event of a material breach by the Subscriber and failure to remedy the breach within the period specified in the notice, where it is possible to grant a period for remedy, and termination of the Agreement shall not affect rights and obligations arising before the termination date.

The Second Party acknowledges that subscription to the Software Services is completed electronically in accordance with the Package, term and fee selected by it upon completing the subscription, and that upon activation of the account and provision to it of the Services and features included in the Package, the Subscription Term commences and the Service becomes available for use, and mere non-use of the Software or a change in the Subscriber’s desire to continue using it shall not automatically entitle it to a refund of fees paid, all without prejudice to any right granted to the Subscriber under applicable laws and regulations in the State of Kuwait.

The Subscriber may request cancellation of the subscription or a refund of fees, in whole or in part as the case may be, if the Service cannot be activated or the Subscriber is unable to benefit from the agreed basic features for a reason attributable to the First Party, or in the event of a material and persistent technical fault preventing use of the Service which the First Party is unable to remedy within a reasonable period from the date on which it is notified thereof, or in any other case where the law requires reimbursement of the consideration paid.

Where a refund is due, the amount refunded shall be determined in proportion to the Service actually provided or used, without exceeding the amount required to be refunded under the Agreement and the law, and the amount shall be refunded – whenever possible – to the original payment method, taking into account the timeframes and technical procedures of banks or payment service providers.

The refund shall not include – to the extent permitted by law – additional services performed at the Subscriber’s request, work actually performed or the period during which the Subscriber benefited from the Service, and cancellation of the subscription shall not affect amounts due before the cancellation date.

When requesting cancellation or a refund, the Subscriber shall submit the request through the electronic means approved by the First Party, and the First Party shall be entitled to verify subscription and payment information and Service activation and usage records before determining the request.

In the case of subscriptions subject to automatic renewal, the Subscriber may cancel the renewal feature in accordance with the mechanism specified in the Software, and such cancellation shall result in cessation of future renewal, without itself resulting in a refund of the fee for a Subscription Term that has already commenced, subject to any rights granted to the Subscriber by law.

The provisions of this clause shall apply subject to the provisions of the laws and regulations in force in the State of Kuwait, and no provision thereof shall be construed as a waiver by the Subscriber of a right granted to it under a mandatory statutory provision.

Each Party shall maintain the confidentiality of information not available to the public that it obtains from the other Party as a result of the performance of this Agreement.

Confidential information shall be used solely for the purposes of performing the contractual relationship.

The confidentiality obligation shall continue even after expiry or cancellation of the subscription, to the extent required by the nature of the information and the law.

The Platform may include the ability to integrate with external software, services or applications.

Such services shall be subject to the terms and conditions of their providers, and the First Party shall not be liable for faults, changes or policies relating to such services, unless the cause of the problem is attributable to a breach by the First Party.

Neither Party shall be liable for delay or non-performance resulting from causes beyond its will and reasonable control, including natural disasters, wars, disturbances, widespread cyberattacks, interruption of telecommunications services or data centres, governmental decisions and other exceptional circumstances.

Correspondence relating to the subscription shall be conducted through the email address registered in the Subscriber’s account, notifications within the Platform or any other electronic means approved by the First Party, and the Subscriber shall be responsible for updating its contact details.

The First Party may update or amend the terms of service from time to time in accordance with the development of the Platform or legal or operational requirements.

The Subscriber shall be notified of material amendments through the approved electronic means.

The Subscriber’s continued use of the Service after an amendment takes effect shall constitute evidence of its acceptance of the amended terms, unless the applicable law requires another procedure.

This Agreement shall constitute an agreement governing subscription to an electronic service and shall not create a partnership, agency, employment, representation or joint venture relationship between the Parties.

The Subscriber shall not present itself as a representative, agent or employee of the First Party.

The Subscriber shall not assign its rights or obligations arising under this Agreement or transfer its account to a third party without the consent of the First Party.

The First Party shall be entitled to transfer or entrust certain Services to technical service providers or specialised entities without prejudice to its fundamental obligations towards the Subscriber.

This Agreement shall be governed by and construed in accordance with the laws in force in the State of Kuwait.

In the event of any dispute relating to the interpretation or performance of this Agreement, the Parties shall first seek to settle it amicably, failing which the competent Kuwaiti judicial authorities shall have jurisdiction.

The Subscriber acknowledges that, before completing the subscription process, it was given the opportunity to review this Agreement, the terms and conditions of service, and the packages, prices and associated features.

The Subscriber’s clicking the button: “I agree to the Subscription Agreement and the Terms and Conditions” or any similar electronic wording, after reviewing the Agreement, shall constitute its express and binding electronic acceptance of all provisions of this Agreement and the selected packages, services and prices.

The Subscriber acknowledges that electronic acceptance originating from its account, email address or approved verification method shall be deemed to originate from it, unless proven otherwise.

The Subscriber also agrees to the retention of electronic records relating to the subscription process, including the date and time of acceptance, the information used in registration, the selected packages, the subscription fee and payment records, as records relating to its contractual relationship, to the extent permitted by law.

In the event of a conflict between the provisions of this Agreement and any marketing information or brief description of packages, priority shall be given to the provisions of this Agreement, followed by the subscription order or selected Package, followed by the descriptive information published within the Platform, unless expressly provided otherwise.

If any clause of this Agreement is found to be invalid or unenforceable under the law, this shall not affect the validity of the remaining clauses, and the remainder of the Agreement shall remain effective to the extent permitted by law.

This Agreement, together with the selected Package and any associated annexes or policies, constitutes the entire agreement between the Parties concerning use of the Platform.

This Agreement supersedes any previous understandings or agreements concerning the same subject matter, whether oral or written, unless the Parties agree otherwise in writing.

New accounts on fixed plans start with a two (2) day free trial from the date of registration. When the trial ends without a completed payment, access to the platform is automatically locked until a paid plan is selected and payment is completed.

Custom plans require a minimum number of users and are priced according to the modules, user count, and storage selected at checkout.