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TERMS AND CONDITIONS

Last Updated on August 22nd, 2023

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Definitions

Orchestrator’s website, application, and services that link to this agreement (referred to collectively as "Orchestrator", “Services”, “System”, “We”, “Our” or “Us”), which are provided to the customer (referred to as the "Customer", “Client”, “Users”, “You”, or “Your”) by Orchestrator.

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Orchestrator has authorized service providers to assist us in delivering the services to our customers (hereinafter, referred to as “Partner(s)”, “Third-party/ies”)

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Introduction

The following Terms and Conditions, alongside our Cookies Policy and Privacy Policy, govern the use of our services collectively. These terms and conditions outline the rules and regulations for the use of Orchestrator's services located at e-orchestrator.com. By accessing our services, we understand that you accept these terms and conditions. Do not continue to use Orchestrator if you do not agree to take all of the terms and conditions stated on this page. In case a signed contract, in whole or in part, contradicts with these terms and conditions, the terms of a prevailing contract take priority.

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We employ the use of cookies. By accessing Orchestrator, you agreed to use cookies in Agreement with Orchestrator's Cookies Policy. We use cookies to provide a tailored customer experience based on our customers’ preferences and tendencies, hence, facilitating the delivery of informative content and customized functionality. Our partners may also use cookies. Please refer to our Cookies Policy for more information.

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Our Privacy Policy ensures the proper handling of the customer’s personal information, whether attained by the customer or otherwise according to data protection and processing agreements stipulated in our Privacy Policy and the executed non-disclosure agreement. It is important to note that by accepting these terms and conditions, Orchestrator acts as the data “processor” regarding the customer’s personal data for the purposes of delivering our services, while the customer acts as the data “controller” of users’ personal data who retain Orchestrator’s services. Both parties must undertake their responsibilities and obligations under the GDPR and UAE Personal Data Protection Law to maintain compliance.

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License of Use

Unless otherwise stated, Orchestrator owns the intellectual property rights for all materials and content on all Orchestrator’s services, website, or communication material. All intellectual property rights are reserved. Your access and use of our services are subject to the restrictions set out in these terms and conditions.

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The customer data uploaded to Orchestrator is the sole property of the customer. Orchestrator acts as the data “processor” regarding the customer’s data administration on the application, while the customer acts as the “controller” and “owner” of the data being administrated by Orchestrator.

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To the extent permitted by applicable laws, Orchestrator shall not be held accountable for the customer data or for any liability, damages, or expenses caused and/or suffered as a result of any use of the customer data on Orchestrator’s services. The customer must ensure their possession of full ownership over all data and material uploaded to Orchestrator and affirm that none of the data may trigger any third-party infringements.

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Orchestrator reserves the right to utilize anonymized statistical data for statistical or research purposes to enhance the performance of the system. Such anonymized statistical data include, for instance, the number of users, the usage load, and the  activities/sessions conducted inside the system’s domains. The customer consents Orchestrator to include the customer's logo/name/brand solely for the purpose of identifying the customer as a client in marketing, sales, financials, and public relations materials, as well as other forms of communication.

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System Usage Limitations

The customer access and use of the system and all its contents are limited by an active subscription mentioned in “Subscription and Termination” and “License of Use”. This subscription allows only customer’s personnel to use the system services in compliance with the terms and conditions set out in this document. In case the customer wants to include partners/third parties/affiliates who may need to use the system services, the customer must include those partners/third parties in the initial Agreement or in an amendment to a current Agreement. Upon the expiration of the active subscription period, the customer’s access and its partners/third parties to the system and all its content will be denied.

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The granted access rights provided to the customer set out in this document are strictly non-exclusive and non-transferable. You must not republish, sell, rent, lease, sub-license, reproduce, duplicate, copy, lease, transfer, or redistribute any materials/content/right to use of Orchestrator’s services whether in whole or in part. It is also strictly prohibited to engage in reverse engineering, decompilation, or disassembly of the system, or attempt to do so, and work around any technical limitations or system documentation restrictions.

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Customer Data Backup

Orchestrator will not modify, delete, or copy those data in respect of our data Privacy Policy and the Terms and Conditions set out in this document. However, Orchestrator provides an extra layer of convenience for its customers and creates backup of the customer’s data uploaded to Orchestrator. These backups are stored with appropriate care and in accordance with the current organizational and technical security measures implemented by Orchestrator.

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Orchestrator will retain the backup copy for a duration of three (3) months from the subscription expiration date. Once this period elapses, the data will either be deleted or anonymized. If customers wish to obtain their backup copies, they must send an email to Orchestrator’s support team within the retention period. The support team shall coordinate and align with the customer about the required steps in order to retain the needed copies in a readable format.

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Orchestrator is obligated to delete all customer's data no later than three (3) months after the expiration of the subscription. However, Orchestrator reserves the right to utilize anonymized statistical data for statistical or research purposes with the aim of enhancing the performance of the system, such as the number of users and the usage load and activities in the system.

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Service Level Agreement

Orchestrator strives to maintain its services and keep them running and available at all times. All efforts are exerted to promptly address any errors found within a reasonable timeframe. Nevertheless, Orchestrator does not guarantee that services are always error-free or function flawlessly. Moreover, the system may become unavailable due to preventive, corrective, or adaptive maintenance or other forms of service, which Orchestrator will inform customers about in advance. Additionally, circumstances beyond Orchestrator’s control may lead to service(s) unavailability. Orchestrator will make reasonable efforts to inform customers in advance in case any circumstances emerge and may affect the system’s availability. However, the service level agreement does not apply in any of the following scenarios:

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  • Problems that are beyond the control of the Orchestrator team, such as extensive internet or datacenter outages, and natural disasters.

  • Service or account restrictions, including but not limited to a customer's usage of services in violation of the Agreement.

  • Downtime that occurs during maintenance windows, user-initiated downtime, or automated upgrades.
     

In case a signed contract constitutes specific guarantees rather than the ones mentioned in this document, those guarantees of a prevailing contract take effect.

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Prices and Payments

The customer agrees to pay the agreed-upon payments as detailed in the financial proposal or a signed contract submitted by Orchestrator and signed by the customer. Upon renewal, the prices may be subject to change in accordance with the currently applicable prices as stipulated in the newly submitted financial proposal or a contract from Orchestrator. The payment(s) will be invoiced in accordance with the payment terms set out in the financial proposal or the signed contract. Payments are to be made within seven (7) calendar days whenever a payment is due.

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In case the payment terms set out in the financial proposal in whole or in part contradict with the payment terms set out in the signed contract, the payment terms of the signed contract take effect.

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Limitation & Liability

To the fullest extent permitted by law, the total liability, in the aggregate of Orchestrator to the customer, and anyone claiming by, through, or under the customer for any claims, losses, costs, or damages whatsoever arising out of, resulting from, or in any way related to this Agreement from any cause or causes, including but not limited to negligence, professional errors and omissions, strict liability, breach of contract, or breach of warranty, shall not exceed the total fees paid by the customer. However, if the loss is the result of deliberate intent or recklessness from the customer’s side, the exclusions and limitations cited above shall no longer apply.

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Indemnification for Infringement

According to the “License of Use” clause, Orchestrator holds the sole ownership of all intellectual property rights of all its services and content.

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Orchestrator indemnifies and holds the customer harmless from and against any and all claims and liabilities in any action for infringement based on the allegation that Orchestrator services, including all its contents, violate any third-party intellectual property rights provided, such claim arises solely out of the services as supplied by the Orchestrator and not out of any modification to the services made by the customer or by someone other than Orchestrator without Orchestrator’s approval.

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If the customer faces any claims concerning their usage of Orchestrator services and/or all its contents, the customer shall promptly notify Orchestrator in writing about the claim's existence and particulars. The Customer shall give Orchestrator the opportunity to take over, settle, or defend such action, claim, or suit at Orchestrator's sole expense. The customer is obligated to aid in the defense of any such action, claim, or suit at the expense of Orchestrator by providing necessary information and assistance how Orchestrator sees fit.

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Such indemnity shall only be applicable in the event of claims, judgments, liabilities, and/or costs that may be finally assessed against the customer in any action for infringement of a patent, or of any copyright, trademark, trade secret, or other third party proprietary right except to the extent such claims, judgments, liabilities and/or costs arise solely from the customer negligent act, failure to act, gross negligence or willful misconduct.

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If usage of Orchestrator shall be enjoined for any reason or if Orchestrator believes that it may be enjoined, Orchestrator shall have the right, at its own expense and sole discretion to act in the following order of precedence:
 

  • To procure for the customer the right to continue usage.

  • To modify the services, so that usage becomes non-infringing and is of at least equal quality and performance.

  • To replace such services or parts thereof, as applicable, with non-infringing products of at least equal quality and performance.
     

If the above remedies are not available, the parties shall terminate the contract, in whole or in part as necessary and applicable, provided that the customer is given a refund for any amounts paid for the period during which usage was not feasible.
 

If an action at law or in equity is commenced against the customer arising out of a claim that the customer's data infringes any patent, copyright, trademark, trade secret, or proprietary right, the provisions referenced above in this clause shall no longer apply.

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Subscription & Termination

Unless otherwise stated, Orchestrator offers workshop-based subscriptions whether single or in bulk according to the contract and commences within two (2) business days after the customer signs the contract and successfully pays the invoiced amount if a payment is due (see table below).
 

Orchestrator offers payment plans as below:

Single workshop

Multiple workshops (in bulk)

100% after the completion of the workshop

50% before the commencement of the services

25% halfway through the service duration/workshops

25% after the completion of the workshop

Aside from the basis of termination handled in different articles in this Agreement, Orchestrator does not offer voluntary cancellation of the contract.

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Customization Options

Orchestrator offers its customers a range of customization options to be incorporated into the customer workspace on Orchestrator’s services. Those customization options may take up to fifteen (15) business days to be incorporated. In this case, the period required will be determined based on the requested set of customizations, which will be mentioned in the contract, and the commencement period mentioned earlier in this clause (two business days) shall no longer apply.

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System Requirements

Unless otherwise stated, Orchestrator services are accessible online through the most commonly used web browsers and do not require specially allocated resources to operate smoothly.

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Technical Support

Orchestrator provides technical support to its customers during an active subscription period. Such support may be made available through customer.care@e-orchestrator.com email during Orchestrator software's declared working hours on our website. Responses to support requests shall be provided within two (2) business days. The time required for fixing any issues will be communicated to the customer after the issue has been investigated. While Orchestrator software does not guarantee a specific response time, we strive to provide our customers with responsive and efficient support.

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In case a signed contract constitutes specific guarantees, rather than the ones mentioned in this clause, those guarantees of a prevailing contract take effect.

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Change to This Agreement

Orchestrator reserves the right, at our discretion, to change, modify, add, or remove portions of this document at any time. Some of the changes will be in response to changes in applicable laws and regulations, in addition, as Orchestrator adds new features to the services. Such changes, revisions, or modifications will be effective immediately upon notice to you, which may be given by any means including, without limitation, via posting on the website. If the changes are significant, we will provide a more prominent notice. The latest version has an effective date listed at the top of this document. Your continued use of the services after such notice will be deemed to constitute acceptance of such changes, revisions, or modifications. Please check this Agreement periodically for changes.

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Customers including its authorized users may provide Orchestrator with ideas, comments, suggestions, recommendations, or other feedback on the features or functionality of Orchestrator’s services (“Feedback”). The customer agrees that any Feedback is provided voluntarily. In the event that customer offers feedback to Orchestrator, customer hereby grants to Orchestrator a perpetual, irrevocable, sublicensable, transferable, worldwide right to use, incorporate, reproduce, distribute, copy, display, perform, modify, create derivative works of, make, have made, sell, offer to sell, export, import, make improvements, and otherwise practice such feedback for Orchestrator’s business purposes without attribution to customer. Feedback, even if designated as confidential, shall not create any confidentiality obligation hereunder.

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Agreement Compliance

The customer is required to always act in a lawful and responsible manner toward third parties, which includes respecting the intellectual property rights and privacy of third parties and refraining from disseminating information in a manner that violates the law.

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Orchestrator retains the right to verify the fulfillment of eligibility requirements set out throughout this Agreement’s clauses and to suspend the customer's access to the Orchestrator’s services if such requirements are not met.

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In the event that one party fails to fulfill its obligations under these terms and conditions, the other party may also terminate the service, provided that the material breach has not been rectified by the defaulting party within 30 days.

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Governing Law Jurisdiction

The Agreement and these Terms and Conditions are governed by the UAE law. All disputes arising out of or related to the signed contract and/or Terms and Conditions set out in this agreement, including any disputes regarding their existence, validity, or termination, shall be settled by the courts of United Arab Emirates. The venue for any legal proceedings shall be determined by Orchestrator.

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