Terms of service

3. Account terms

You must be authorized to create an account on behalf of your organization. You are responsible for:

• Maintaining the confidentiality and security of your account credentials
• All activities that occur under your account or sub-accounts
• Ensuring that all users within your organization comply with these Terms
• Promptly notifying us of any unauthorized access or security breach

You must provide accurate, current, and complete information during registration and keep your account information up to date. We reserve the right to suspend accounts where information is found to be inaccurate or fraudulent.

4. Subscription, billing, and payment

Access to the Service is provided on a subscription basis. Pricing is determined by the number of active users and connected sensors on your account, as outlined in your subscription agreement or order form.

• Billing cycle: Subscriptions are billed monthly or annually, as specified in your order form.
• Payment terms: Invoices are payable within 30 days of issuance unless otherwise agreed.
• VAT: All prices include value-added tax (VAT) at the applicable rate (currently 5% as per Federal Decree-Law No. 8/2017, as amended by Federal Decree-Law No. 16/2025). VAT is itemized on all invoices. Our Tax Registration Number (TRN) is displayed on all invoices.
• Late payments: Overdue invoices may incur a late payment charge as specified in your order form. We reserve the right to suspend access to the Service for accounts with outstanding payments exceeding 30 days past due, after providing written notice.
• Pricing adjustments: Subscription pricing may be adjusted upon renewal with at least 60 days' written notice before the start of the new billing period.

5. Service level agreement

We are committed to maintaining high availability of the Service. Specific uptime commitments, support response times, and maintenance windows are defined in the Service Level Agreement (SLA) provided as part of your subscription agreement.

Scheduled maintenance will be communicated at least 48 hours in advance and will, where possible, be performed during off-peak hours (UAE time). Emergency maintenance required for security or stability may be performed without advance notice.

6. Data ownership and licensing

Your data: You retain full ownership of all data, content, and information that you or your users input, upload, or generate through the Service ("Customer Data"). We do not claim any ownership rights over Customer Data.

License to us: You grant HelpYard a limited, non-exclusive, royalty-free license to use, process, and store Customer Data solely for the purpose of providing and improving the Service in accordance with these Terms and our Privacy Policy.

Our platform: HelpYard retains all intellectual property rights in the Service, including its software, source code, design, user interface, documentation, algorithms, and all related intellectual property. Nothing in these Terms transfers any ownership of the platform or its components to you.

License to you: We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your subscription term, solely for your internal business operations. You may not sublicense, resell, or make the Service available to third parties without our prior written consent.

7. Data processing

The processing of personal data through the Service is governed by our Privacy Policy and, where applicable, a Data Processing Agreement (DPA) executed between HelpYard and the Customer.

Where HelpYard processes personal data on behalf of the Customer (acting as a data processor under UAE Federal Decree-Law No. 45/2021 — the Personal Data Protection Law), HelpYard will:

• Process personal data only in accordance with documented instructions from the Customer
• Implement appropriate technical and organizational security measures
• Assist the Customer in fulfilling data subject rights requests
• Notify the Customer without undue delay upon becoming aware of a personal data breach
• Delete or return all personal data upon termination, as directed by the Customer

Customer Data is hosted on infrastructure that may be located outside the UAE. Cross-border data transfer details, legal bases, and safeguards are described in our Privacy Policy.

8. Acceptable use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Service for any purpose that violates UAE federal or local law
• Attempt to gain unauthorized access to any part of the Service, other accounts, or connected systems
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Copy, modify, or create derivative works based on the Service
• Use the Service to store or transmit malicious code, viruses, or harmful data
• Use the Service to infringe upon the intellectual property or privacy rights of any third party
• Resell, sublicense, or provide access to the Service to unauthorized third parties
• Interfere with or disrupt the integrity or performance of the Service
• Use automated systems (bots, scrapers) to access the Service without prior written permission

Violation of this acceptable use policy may result in immediate suspension or termination of your account.

9. Limitation of liability

To the maximum extent permitted by the laws of the United Arab Emirates:

• HelpYard's total aggregate liability arising out of or in connection with these Terms or the Service shall not exceed the total fees paid by you to HelpYard during the twelve (12) months immediately preceding the event giving rise to the claim.
• HelpYard shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunity, or goodwill, whether arising from contract, tort, or otherwise.

Nothing in these Terms excludes or limits liability for:

• Fraud or intentional misconduct
• Gross negligence
• Any liability that cannot be excluded or limited under applicable UAE law, including obligations under UAE Civil Code Articles 282-296 (tort liability) and Article 383

10. Indemnification

You agree to indemnify, defend, and hold harmless HelpYard and its officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Service in violation of these Terms
• Your violation of any applicable law or regulation
• Any breach of your representations or warranties under these Terms
• Any claim by a third party arising from your use of the Service, including claims related to data you upload or process through the platform

11. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to:

• Natural disasters, epidemics, or pandemics
• War, terrorism, civil unrest, or sanctions
• Government actions, regulations, or embargoes
• Failure of third-party telecommunications or internet service providers
• Cyberattacks, including distributed denial-of-service (DDoS) attacks
• Power outages or infrastructure failures beyond the affected party's control

The affected party shall promptly notify the other party of the force majeure event and use reasonable efforts to mitigate its impact. If a force majeure event continues for more than 90 consecutive days, either party may terminate the affected portion of the agreement upon written notice, in accordance with UAE Civil Code Article 273.

12. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with these Terms ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, pricing, technical data, customer lists, and proprietary algorithms.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is lawfully obtained from a third party without restriction.

Each party's confidentiality obligations shall survive termination of these Terms for a period of three (3) years.

13. Termination

Termination for convenience: Either party may terminate the subscription by providing at least 30 days' written notice before the end of the current billing period. Termination takes effect at the end of that billing period.

Termination for cause: Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 30 days of written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

Effect of termination:

• Data export: Upon termination, you will have 30 days to export your Customer Data in a structured, machine-readable format, in accordance with your data portability rights under UAE PDPL Article 16.
• Data deletion: After the 30-day export period, we will permanently delete your Customer Data from our active systems within 60 days. Backups will be purged within 90 days of termination.
• Outstanding payments: Termination does not relieve you of the obligation to pay any fees that accrued prior to the termination date.
• Survival: Sections regarding limitation of liability, indemnification, confidentiality, governing law, and dispute resolution shall survive termination.

14. Dispute resolution

Good faith negotiation: The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms through good faith negotiation within 30 days of one party notifying the other of the dispute.

Arbitration: If the dispute cannot be resolved through negotiation, it shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC), in accordance with the UAE Federal Arbitration Law (Federal Law No. 6/2018, as amended by Federal Law No. 15/2023). The arbitration shall be conducted as follows:

• The number of arbitrators shall be one (1)
• The seat of arbitration shall be Abu Dhabi, United Arab Emirates
• The language of arbitration shall be English
• The arbitration shall be governed by the procedural law of the UAE

This arbitration clause applies equally to both parties. Either party may seek interim or injunctive relief from the competent courts of the UAE pending the outcome of arbitration, without waiving its right to arbitration.

15. Governing law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the substantive laws of the United Arab Emirates, including but not limited to:

• UAE Civil Code (Federal Law No. 5/1985; to be replaced by Federal Decree-Law No. 25/2025 effective 1 June 2026 — references to the former shall be read as references to its successor upon entry into force)
• UAE Electronic Transactions Law (Federal Decree-Law No. 46/2021)
• UAE Personal Data Protection Law (Federal Decree-Law No. 45/2021)
• UAE Consumer Protection Law (Federal Law No. 15/2020)
• UAE E-Commerce Law (Federal Decree-Law No. 14/2023)

16. Language

These Terms are provided in both English and Arabic. In the event of any conflict or discrepancy between the English and Arabic versions, the Arabic version shall prevail, as Arabic is the official language of the courts of the United Arab Emirates.

17. Good faith

Both parties acknowledge the obligation of good faith in the performance of contractual obligations as established under UAE Civil Code Article 246. Each party shall act honestly and fairly in all dealings related to these Terms and shall not take any action intended to frustrate the other party's rights under this agreement.

18. Amendments

We may update these Terms from time to time. Material changes will be communicated to you by email or through the Service at least 30 days before they take effect. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate your subscription in accordance with Section 13.

19. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.