These Terms & Conditions ("Terms") govern the use of Mismar.ai, a construction management software provided by Mismar AI - FZCO ("Company").
By proceeding with the project kickoff meeting, accessing, or using the Software, the Client agrees to be bound by these Terms, the Service Agreement, the Quotation, the Scope of Work, and the Security & Privacy Policy.
This Agreement remains binding for the duration of the subscription period. Crucially, all provisions regarding Intellectual Property Rights (Section 3), Client Responsibilities (Section 5), Limitation of Liability (Section 9), and Dispute Resolution (Section 10) shall survive the termination or expiration of this Agreement and remain in full force indefinitely.
The Company may update these Terms, the Service Agreement, or the Security & Privacy Policy to reflect legal, technical, or operational changes, including adjustments to Subscription fees.
Changes to these Terms or pricing take effect upon the next renewal period.
The Company shall notify the Client of any material changes or fee increases no fewer than 60 days before the renewal date.
Company: Mismar AI - FZCO
Client: The entity purchasing and using the Software.
Software: Mismar.ai, the construction management platform.
Subscription: The paid license and access rights granted to the Client to use the Software for a specified period as defined in the Service Agreement or Quotation.
All intellectual property in the Company's proprietary modules and custom developments is owned exclusively by the Company.
Regardless of subscription status, the Client is strictly and permanently prohibited from:
Reverse engineering, decompiling, or attempting to extract the source code of proprietary modules.
Copying, sublicensing, or creating derivative works based on the Software.
Distributing or selling any part of the Software to third parties.
The Client is granted a limited, non-exclusive, non-transferable license to use the Software for internal business operations only while an active Subscription is maintained. Upon termination or expiration of the Subscription, the license granted herein automatically expires.
The Software is built upon Odoo Community Edition (LGPLv3). The Company's custom modules are developed as independent extensions under a proprietary license and do not modify the Odoo Community core. The Client has no direct licensing obligations or fees due to Odoo S.A. or any third party. The Client's contractual relationship is exclusively with the Company.
The Client shall maintain strict confidentiality of all login credentials.
The Client is solely responsible for all activity occurring under their accounts, including actions taken by their employees or authorized agents.
The Client must comply with all applicable UAE laws and regulations while using the Software.
The Company targets a 99.99% uptime.
In the event of a hosting-related incident, the Company shall promptly notify the Client, escalate the matter to the hosting provider, and keep the Client informed of progress.
These uptime objectives are based on infrastructure design and operational goals. While the Company consistently meets them, they are not legally binding guarantees. Performance may be affected by exceptional events outside of the Company's control (e.g., third-party hosting failures).
Uptime metrics refer to the platform itself. Individual databases may be temporarily unavailable for specific reasons related to customer actions or customizations.
For On-Premise deployments, the Client is responsible for all hosting, security, and network accessibility.
The Company retains a "Supervisory Administrative Account" to monitor system health and apply security patches. This ensures system stability and allows the Company to fulfill its support obligations.
Functionality is strictly contingent upon a valid annual license key. Upon non-renewal:
The Company reserves the right to deactivate the license key, rendering the software inaccessible.
The Client must immediately cease use and, upon request, certify the removal of proprietary modules from their servers.
Clients retain full legal ownership and control over all data entered into the Software.
Technical protocols are governed by the separate Security & Privacy Policy.
To the maximum extent permitted by law, the Company's total liability for any claims arising out of this Agreement shall not exceed the total amount of subscription fees paid by the Client in the 12 months preceding the claim.
The Company shall not be liable for any indirect, incidental, or consequential damages, including loss of profits, construction delays, or business interruption.
Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control (e.g., national power failures, natural disasters, or global internet outages).
These terms are governed by the laws of Dubai, United Arab Emirates.
Disputes shall first be resolved through good-faith negotiation before legal action.
