Terms and Conditions of Usage
Last updated on February 13, 2020

These EMPO Service Terms and Conditions located at http://www.emtaxtech.com/ (these “Terms”), together with any applicable Agreement, Order Document(s) and applicable Supplemental Terms (collectively, the “Agreement”) constitute a binding agreement between EMPO and Customer (you, each, a “Party”) under which EMPO provides Customer access to EMPO’s Services and/or provides the EMPO Professional Services. Customer accepts and agrees to be bound by these Terms by executing an Order Document that references these Terms or by using EMPO’s Services.

DEFINITIONS. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:

"Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
“Applicable Laws” means all applicable local, state, federal and international laws and regulations.
“Authorized User” means any employee, contractor, representative, or other person acting on Customer’s behalf who is authorized by Customer to use the Services and who has been supplied with access to the Services by either Customer or EMPO, at Customer’s written request.
“Emtax” means EMPO’s Emtax Service for calculating transactional taxes on the sale of goods and services, including sales tax and value added taxes.
“EMPO” means EMPO Technologies DMCC., a company incorporated under the laws of Dubai Multi Commodities Centre, UAE.
“EMPO Professional Services” mean services supplemental to the Services, including professional consulting services, to be performed for Customer by EMPO’s employees or contractors, as specified in the applicable Order Document.
“EMPO Technology” means the technology and Intellectual Property used in providing the products and services offered by EMPO, including computer software programs, connectors, websites, networks, and equipment. EMPO Technology does not include Third Party Applications.
“Customer” means the legal entity that executes or otherwise accepts an Order Document, or uses the Services or the EMPO Professional Services, and thereby accepts these Terms, and its Affiliates.
“Customer Data” means any information uploaded to EMPO’s systems by Customers or Authorized Users, the resulting Customer unique output that is generated by the Services when processing the uploaded information, and any information provided by Customer in connection with its use of the Services.
“Documentation” means EMPO’s user guides, training manuals and other similar information, as updated or revised by EMPO from time to time, that EMPO provides to Customer at the following location: http://www.emtaxtech.com/
“Expenses” mean any reasonable, preapproved expenses described in an Order Document or otherwise as being reimbursable to EMPO by Customer, that EMPO actually incurs while providing Customer the Services or EMPO Professional Services. EMPO’s reimbursable Expenses include postage fees, wire transfer fees, and other administrative costs.
“Intellectual Property” means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
“Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, discovery or invention, whether or not copyrightable or patentable and whether or not reduced to practice.
“Order Document” means a SAAS Agreement, SOW, or other document used to purchase Services or EMPO Professional Services from EMPO.
“Personal Information” means any information of an individual person that can be used to identify that person and that is protected by law. Personal Information is protected by the confidentiality provisions set forth in Section 16 (Confidential Information).
“Services” mean the EMPO service offerings to which Customer subscribes, as specified in the applicable Order Document.
“SOW” means a statement of work executed by the Parties that describes the EMPO Professional Services that EMPO will provide to Customer, and any related obligations that may be more fully described in the SOW.
“Third Party Applications” means computer software programs and other technology that are provided or made available to Customer by third parties.
1. The Service
EMPO Technologies DMCC (EMPO, us, we) delivers “software as a service” on a subscription basis. EMPO grants Customer(you) a nonexclusive, non-transferable, worldwide right to access and use the Services during the Term, solely for Customer’s internal business operations. EMPO reserves all other rights.
2. Eligibility
You must be a minimum age of 18 to register on and use the Service. By registering and using the Service you warrant that you are 18 or older and understand your obligations under these Terms & Conditions.
3. Registration and Account Integrity
  • 3.1 As part of the registration process you will need to create an account, including a username & password. It is your responsibility to ensure that the information you provide is accurate, not misleading and relates to you. You cannot create an account or username & password using the names and information of another person or using words that are the trademarks or the property of another party (including ours), or vulgar, obscene or in any other way inappropriate. We reserve the right with or without notice to suspend or terminate any account in breach.
  • 3.2 Where we provide an organisation with a number of user licenses for the Service these must be adhered to. User licenses cannot be shared between users. A breach of this clause will result in termination of the abused accounts and/or all accounts provided to the organisation.
  • 3.3 If for any reason you suspect that your username & password has been disclosed to or obtained by another party you should contact us immediately. Please note that wenever contact users requesting them to confirm their username & password or other details.
  • 3.4 Access to certain areas of our website is restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion. If we provide you with or you generate a password to enable you to access restricted areas of our website or other content or services, you must ensure that that password is kept confidential.
4. Pricing, Plans and Features
  • 4.1 The charges shall be as specified on our website from time to time. We may vary the charges in our sole discretion at any time, by posting the varied charges on the website. All charges are stated exclusive of VAT, unless the context requires otherwise.
  • 4.2 We reserve the right to change pricing,plans and the features offered at any time and without notice to you.
  • 4.3 Customer is responsible for any applicable taxes, including without limitation, any sales or any value added or similar taxes payable with respect to Customer’s order of Services or EMPO Professional Services assessable by any regulatory authority.
5. Payment and Credit Control
  • 5.1 All services are billed monthly or quarterly or annually or the total license fees in advance.
  • 5.2 If you upgrade from a free or trial account you will be immediately charged for the necessary full account or accounts. Your monthly/quarterly payment will be due from that date onwards.
  • 5.3 Where the Service has been paid for 12 months in advance, (where this option is offered by us) payment will be taken in full on each anniversary.
  • 5.4 It is a condition of use that a valid debit or credit card is provided at all times in order for your account or accounts to remain active.
  • 5.5 Where a credit or debit card payment request is made by us and is declined by your card company or bank (for whatever reason) access to your account or accounts may be suspended immediately until such time as a valid payment has been processed and a valid credit or debit card is associated with your account or accounts.
6. Trial and Offer Periods
    For current trial offers and plans please see the Offers page located on our website.
7. Technical Support
Subject to the terms of this agreement, EMPO shall use commercially reasonable efforts to make the System available to Customer.
  • 7.1 Updates. EMPO shall deliver Updates to the System that apply to the Customer’s currently licensed Edition at no additional charge. From time to time, new Components or features may be released that are applied selectivly to different Editions of the System. Only those Updates that apply to the Customer’s currently licensed Edition will be delivered automatically to the Customer at no additional charge.
  • 7.2 Support Options and Procedures. EMPO shall provide general support to the Customer as set forth on the Support Section of the EMPO website for the Customer's currently licensed Edition. Different Editions of the System will be entitled to different levels of support. In addition, EMPO may offer premium support options to Customer at an additional charge.
  • (a) Error Correction. EMPO shall use commercially reasonable efforts to correct all Errors or to provide a reasonable workaround as soon as is possible using its reasonable efforts during EMPO's normal business hours. Customer shall provide such access, information, and support as EMPO may reasonably require in the process of resolving any Error. This paragraph is Customer's sole and exclusive remedy for Errors.
  • (b) Support Exclusions. EMPO is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by:
    • (i) the acts, omissions, negligence or willful misconduct of Customer, including any unauthorized modifications of the System or its operating environment;
    • (ii) any failure or defect of Customer’s or a third party’s equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of EMPO's firewall);
    • (iii) Customer’s use of the System other than in accordance with the System’s documentation; or
    • (iv) a Force Majeure Event caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war.
  • (c) Deviations from SOP. The Customer agrees to follow SOPs stipulated by EMPO w.r.t to the use of services or tool and EMPO will not be responsible for any erroneous result generated due to the deviation from the SOP provided.
  • (d) Support Fees. EMPO has the right to bill Customer at its standard services rates for any support issues excluded by Section 5.3 above that have been pre-approved in writing (including in an email) by Customer.
  • (e) Limitation of Remedies. Corrections of Errors as defined in this Agreement are Customer’s sole remedies for any Errors in the System.
8. Content Ownership
  • All programs, services, processes, designs, software, technologies, trademarks, trade names, service marks, trade secrets, copyrights, logos, inventions, domain names, patents, patent applications, Documentation accompanying Emtax™, and materials comprising of the website and Emtax™ are wholly owned by EMPO, EMPO's affiliate(s), EMPO's subsidiaries, and/or EMPO's licensors and service providers except where expressly stated otherwise. Customer may not use EMPO's trade secrets, trademarks, trade names, service marks, logos, domain names, patents, copyrights, or other intellectual property rights without EMPO's prior written permission. Customer shall not remove, obscure, or alter any propriety rights notices (including copyright, trademark, trade secret, domain names, and patent notices) which may be affixed to or contained within the website and in Emtax™. Furthermore, all contents of the website and Emtax™, including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement (“Content”) are protected by copyright, trademark, trade secret, patents or other proprietary rights and laws. Content may not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcasted,or circulated to any third party (including without limitation, the display and distribution of the material via a third party website or other networked computer environment) without the express written consent of EMPO, and/or its applicable suppliers, affiliates, subsidiaries, or licensors.
  • Customer shall only use the Services as set forth in the Agreement and the Documentation, and not for the benefit of any third party. Customer shall not (i) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the EMPO Technology; (ii) reproduce, modify, create, or prepare derivative works of any of the EMPO Technology or Documentation; (iii) distribute or display any of the EMPO Technology or Documentation other than to Customer’s Authorized Users; (iv) share, sell, rent, lease, or otherwise distribute access to the Services, or use the Services to operate any timesharing, service bureau, or similar business; (v) alter, destroy or otherwise remove any proprietary notices within the EMPO Technology or Documentation; or (vi) disclose the results of any benchmark tests to any third parties without EMPO’s prior written consen
9. Intellectual Property
  • Title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of EMPO (and its licensors). The Customer must not dispute thatownership.
  • Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains the property of the Customer. The Customer grants EMPO a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with theAgreement.
Know how: To the extent not owned by EMPO, the Customer grants EMPO a royalty- free, transferable, irrevocable and perpetual licence to use for EMPO’s own business purposes any know how, techniques, ideas, methodologies, and similar Intellectual Property used by EMPO in the provision of theServices.
Feedback: If the Customer provides EMPO with ideas, comments or suggestions relating to the Services or Underlying Systems (togetherfeedback):
  • all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works),are owned solely by EMPO;and
  • EMPO may use or disclose the feedback for anypurpose.
10. Termination
Either party may, by notice to the other party, immediately terminate the Agreement if the other party:
  • breaches any material provision of the Agreement and the breach is not:
    1. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
    2. capable of being remedied;
  • becomes insolvent, liquidated or bankrupt, has an administrator, receiver,liquidator, statutory manager, mortgagee’s or chargee’s agent appointed,
  • becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
  • is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
11. Access
EMPO may restrict or suspend the Customer’s access to the SaaS Service where the Customer (including any of itspersonnel):
  • undermines, or attempts to undermine, the security or integrity of the SaaS Service or any UnderlyingSystems;
  • uses, or attempts to use, the SaaS Service:
    • (i). for improper purposes;or
    • (ii). in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service;
  • or has otherwise materially breached the Agreement (in EMPO’s reasonableopinion).
Notice: EMPO must notify the Customer where it restricts or suspends the Customer’s access
12. Disclaimer
Emtax™ system runs based on tax rules engine which analyses transactional data using defined tax logic and generates a tax code. While all attempts has been made to report the tax treatment of different transactions using the country VAT Laws and Regulations and the periodic guidance given by the Tax Authorities of the country, Emtax ™ is not intended to provide tax advice.
You acknowledgeand agreethat EMPO does not provide tax or legal advice, including legal opinions, tax opinions or tax management advice specific to the facts and circumstances of your business. You shall conduct due diligence and seek the assistance of a qualified legal, tax or accounting professional.As such EMPO or Emtax™ will not be responsible for any interest, fines or penalties imposed by the FTA on your company under the Tax Laws and Procedures in UAE or for any suit for damages or any other action which can be initiated by you for claiming compensation for use of this software.
EMPO makes no, and hereby disclaims any, representations or warranties of any kind, express or implied, with respect to the System, the Services provided or the availability, functionality, performance or results of use of the System.
You acknowledge and agree that You have not relied on any future availability of any service offerings, technology, or enhanced or updated features or functionality, and that the Services do not include any audit support.
Disclaimer of Consequential Damages. EMPO has no liability with respect to the system, services, or its other obligations under this agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages (including without limitation loss of profits and the cost of cover) even if EMPO has been advised of the possibility of such damages including Government authorities and other legal entities.
13. Limitation of Liability
  • EMPO'S total aggregate liability to customer for any reason and upon any cause of action including without limitation, breach of contract, negligence, strict liability, misrepresentations, and other torts, is limited to
    • in the case of customer on a quarterly payment plan, all fees paid to EMPO by the customer in respect of user licenses for the system during the three months immediately preceding the events giving rise to the liability;
    • in the case of customer on an annual payment plan, all fees paid to EMPO by the customer in respect of user licenses for the system during the twelve months immediately preceding the events giving rise to the liability; or
    • in the case of customer using only a free edition of the system, AED One hundred dirhams only (AED 100.00).
14. Indemnity
For customer using only a free edition of the system, this section does not apply and you acknowledge that you are not entitled to any indemnification from EMPO. For Customers using an Edition of the System on a quarterly or annual payment plan, EMPO shall defend, indemnify and hold harmless Customer from and against all damages, liabilities, losses and expenses, including reasonable attorneys’ fees and expenses, resulting from any third-party claim, suit or proceeding that arises from Customer and/or the Customer's Users' use of the System in accordance with this Agreement that, to EMPO's knowledge, infringes or misappropriates any trade secret, trademark, or copyright. EMPO will have no indemnity obligation to Customer if the alleged infringement or misappropriation is based on (i) any combination, operation, or use of the System with products, services, information, materials, technologies, business methods or processes not furnished by EMPO to the extent the infringement or misappropriation is based on such combination, operations or use; (ii) any modification (other than by EMPO) to the System to the extent the infringement or misappropriation is based on such modification; or (iii) the Customer's failure to promptly install any Update that is provided by EMPO that would have eliminated the actual or alleged infringement or misappropriation. EMPO will have no indemnity obligation to Customer for any interest, fines or penalties imposed by the the Tax or Regulatory authorities on the Customer under the Tax Laws and Procedures in UAE or for any suit for damages or any other action which can be initiated by the Customer for claiming compensation for use of this software.
15. Purchase through Distributors
The following section only applies to Customers who have purchased the Services through a Distributor. “Distributor” means an entity that EMPO has authorized as a distributor or reseller of EMPO’s Services. For the sake of clarity, this Section 15 (Purchase Through Distributors) does not apply if Customer did not purchase the Services through a Distributor.
  1. Distributor: “Distributor Agreement” means the order, agreement or other document between Customer and a Distributor for Customer’s acquisition of Services. Any terms that apply to Customer’s use of the Services when purchased from a Distributor are set forth in this Section 15 (Purchase Through Distributors). In the event of any conflict between the provisions of these Terms and the Distributor Agreement, then the provisions of these Terms prevail. If a Distributor has granted Customer any rights that EMPO does not also directly grant to Customer in these Terms, or that conflict with these Terms, then Customer’s sole recourse with respect to such rights is against the Distributor.
  2. Subscriptions through a Distributor: If Customer ordered the Services through a Distributor, then the Subscription Term will begin on the Effective Date and it will expire, renew, and terminate in accordance with the terms of the Distributor Agreement.
  3. Purchases through a Distributor: If Customer ordered Services through a Distributor, then the billing, payment and termination sections of these Terms may not apply to Customer, and Customer’s billing and payment rights and obligations are governed by the Distributor Agreement. However, if the Distributor from whom Customer purchased the Services fails to pay EMPO any amounts due in connection with Customer’s use of the Services, then EMPO may suspend Customer’s Account, with or without notice to Customer. Customer agrees that Customer’s remedy in the event of such suspension is solely against the Distributor and that EMPO is not liable to Customer in any manner for such suspension.
16. Confidential Information
Security: Each party must, unless it has the prior written consent of the other party:
  1. keep confidential at all times the Confidential Information of the other party and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
  2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
  3. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only.
Permitted disclosure: The obligation of confidentiality does not apply to any disclosure or use of Confidential Information:
  1. for the purpose of performing the Services or exercising a party’s rights under the Agreement;
  2. required by law (including under the rules of any stock exchange);
  3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
  4. which was rightfully received by a party to the Agreement from a third party without restriction and without breach of any obligation of confidentiality; or
  5. by EMPO if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that EMPO enters into a confidentiality agreement with the third party on terms no less restrictive than this clause.
17.Privacy
For Privacy Policy, please see the Privacy Policy page located on our website.
18.Variation
We may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of our website from the date of the publication of the revised terms and conditions on our website.
19.Assignment
You hereby agree that we may transfer, sub-contract or otherwise deal with any or all of our rights and/or obligations under these terms and conditions. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions without obtaining our prior written consent.
20. Severability
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
21. Waiver
Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
22. Jurisdiction
The Agreement is governed by, and must be interpreted in accordance with, the laws of UAE. Each party submits to the non-exclusive jurisdiction of the Courts of UAE in relation to any dispute connected with the Agreement. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.