Last updated: 10/06/2022
These Terms of Service (TOS) govern all service contracts entered into between OpsVox SARL AU, located at 14-18 Avenue Hassan Sghir, Casablanca, Morocco, RC 399357, ICE 002059410000016, hereinafter referred to as 'the Provider', and its clients, hereinafter referred to as 'the Client' The TOS apply to all services provided by the Provider in the field of system infrastructure architecture and automation.
The Service Provider undertakes to provide the Client with system infrastructure architecture and automation services in accordance with the specifications detailed in the service contract concluded between the parties. The services may include the design, implementation, maintenance, and optimization of system infrastructures, as well as the automation of processes related to these infrastructures.
The Service Provider will make all reasonable efforts to provide the services in accordance with the agreed specifications and within the specified timeframe. However, in case of force majeure, the Service Provider cannot guarantee the absence of interruptions, delays, or defects in the provision of services due to circumstances beyond its control.
The prices of the services provided by the Provider are indicated excluding VAT. As a company registered for service export, VAT will not be applicable to any customer whose headquarters are located outside of Morocco.
The payment terms will be agreed upon between the parties in the service contract. The Client undertakes to make payments according to the agreed schedule and conditions specified in the contract. In case of late payment, the Provider reserves the right to apply late payment penalties in accordance with the applicable legislation.
In the event of non-payment or late payment, the Provider reserves the right to suspend or terminate the services provided to the Client, without prejudice to its rights to recover outstanding payments.
The Service Provider undertakes to perform the services diligently, professionally, and competently, in accordance with industry standards. The Service Provider will make every reasonable effort to meet the Client's needs to the extent possible.
The Client agrees to actively collaborate with the Service Provider by providing all necessary information, data, access to systems, and resources for the performance of the services. The Client is responsible for the accuracy, completeness, and quality of the information provided.
The parties agree to comply with applicable laws, regulations, and legal obligations, particularly in terms of personal data protection. They undertake to implement appropriate security measures to protect the information exchanged in the context of the services and to respect the rights of the individuals concerned by the processing of data.
No transfer of intellectual property rights held by the Service Provider or the Client prior to the entry into force of these conditions is made, nor any restriction on their respective rights. The Service Provider warrants that it holds all necessary rights to perform its obligations and protects the Client against any third-party actions that hinder the free use of services and deliverables.
These conditions distinguish between 'Specific Developments' (SD) and 'Generic Developments' (GD). SD refers to creations made to meet the Client's specific needs, while GD refers to standard products provided by the Service Provider, which are not specially designed for the Client.
With payment, the Client acquires full ownership of the SD as well as all associated intellectual property rights. These rights include the ability to reproduce, publicly perform, adapt, modify, and distribute the SD. The Client can also transfer all or part of these rights to third parties.
The Service Provider undertakes to provide the Client with all necessary information for the complete exercise of these rights. The Service Provider cannot claim any rights over the SD without the written agreement of the Client and undertakes not to reproduce the SD for third parties without the prior consent of the Client.
In exchange for payment, the Provider grants the Client a non-exclusive license to use the GD for a period of thirty (30) years, automatically renewable. This license entitles the Client to reproduce, use, exploit, represent, distribute, adapt, modify, develop, integrate, transcribe, and translate the GD. The Client is free to independently exploit the GD and grant sublicenses to any affiliated company. Furthermore, the Client will own all new versions of the GD that it creates after these conditions take effect.
The Provider grants the Client a license for any standard software provided as part of the services, subject to the Client's acceptance of the terms of said license. The Provider guarantees that it holds a license for these third-party software and can grant sublicenses. The Client may request disclosure of this license.
The Provider must identify any free or open source software, as well as the license under which it is available. If this software is modified under these conditions, the Provider must comply with the conditions of this license and contribute in accordance with the Client's copyright. The Provider must inform the Client of these contributions.
The parties undertake to preserve the confidentiality of all confidential information exchanged between them in the course of the services. Confidential information may include, but is not limited to, business, technical, financial, legal, or other data marked as confidential or whose disclosure could reasonably be considered confidential.
The parties undertake not to disclose confidential information to third parties without the prior written consent of the disclosing party, unless disclosure is required by law, a regulatory authority, or a judicial decision.
The obligations of confidentiality do not apply to information that is or becomes publicly available, that was already in the possession of the receiving party prior to its disclosure, or that is lawfully obtained by the receiving party from a third-party source.
The Service Provider shall perform the services with care and diligence. However, to the extent permitted by law, the Service Provider assumes no liability for indirect losses, consequential damages, loss of profits, loss of data, or any other damages suffered by the Client or third parties arising out of or in connection with the performance of the services, except in cases of intentional misconduct or gross negligence on the part of the Service Provider.
The total liability of the Service Provider to the Client, for any reason whatsoever, is limited to the total amount of fees paid by the Client for the services rendered in the preceding one (1) month prior to the claim.
Each party may terminate the service agreement upon written notice of thirty (30) days to the other party in the event of a material breach by the other party of its obligations. Termination does not relieve the parties of the obligation to settle due payments and pending obligations.
In the event of termination of the service agreement, the parties agree to return all property, documents, and information belonging to the other party, as well as to delete or destroy all copies of held confidential information.
These Terms and Conditions are governed and interpreted in accordance with the laws in force in Morocco.
Any dispute arising from these Terms and Conditions or in connection with them shall be subject to the exclusive jurisdiction of the Moroccan courts.
These Terms and Conditions constitute the entire agreement between the parties and supersede all prior agreements, written or oral, regarding the services. The Terms and Conditions may only be modified in writing and by mutual agreement of the parties.
No failure to exercise any right or remedy provided by these Terms and Conditions shall be construed as a waiver of such right or remedy. Any waiver of a right or remedy shall only be valid if it is in writing and signed by the party waiving such right or remedy.
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