Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") are a binding legal agreement between you and the company or organization you represent ("you", "your", or "Customer") and DNA Systems ("DNA Systems", "we", "us", or "our"). By accessing, purchasing, subscribing to, or using the DNA ERP® platform, its modules, our websites and applications, and any related implementation, onboarding, training, or support services (together, the "Services"), you agree to be bound by these Terms, our Privacy Policy, and our Refund Policy, each incorporated by reference.

If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, you must not access or use the Services.

Please read the sections on No Customization, Disclaimer of Warranties, Limitation of Liability, Indemnification, and Governing Law and Dispute Resolution carefully, as they limit our liability and affect your legal rights.

2. Definitions

• "DNA ERP®" means the cloud-based Enterprise Resource Planning software platform and all of its modules, features, updates, Documentation, and related materials.
• "Services" means DNA ERP®, our websites and applications, and any implementation, onboarding, training, configuration, or support services we provide.
• "Order" or "Order Form" means any quotation, proposal, sales order, subscription selection, statement of work ("SOW"), or online checkout describing the Services purchased, fees, payment schedule, and term, whether signed, accepted electronically, or completed online.
• "Channel Partner" means an authorized reseller, distributor, or partner appointed by DNA Systems.
• "Customer Data" means the data, records, files, and content you or your users upload to, create in, or generate through DNA ERP®.
• "Subscription Term" means the period for which you have purchased access to the Services.
• "Documentation" means the user guides, help materials, and specifications we make generally available.

3. About DNA ERP and Trademarks

DNA ERP® is a registered trademark of Solution ERP. The Services are provided to you by DNA Systems, which is authorized to license, market, implement, and deliver DNA ERP®. All rights in the "DNA ERP®" name, logo, and mark are reserved to Solution ERP, and all other rights in the software and Services are owned by DNA Systems and/or its licensors. Nothing in these Terms grants you any right to use these trademarks without our prior written consent.

4. How You May Purchase (Sales Channels)

You may obtain the Services through any of the following channels. Regardless of channel, your use of DNA ERP® is governed by these Terms.

4.1 Direct Online Subscription

You may subscribe to DNA ERP® directly through our website on a self-service basis. Online subscriptions are billed in advance through our third-party payment provider (currently Paddle) and renew automatically as described in the Fees section.

4.2 Authorized Channel Partners

You may purchase the Services, or their implementation, through an authorized Channel Partner. Where you purchase through a Channel Partner, the commercial terms (including pricing, invoicing, payment, and any first-line support or refunds) are agreed between you and that Channel Partner and may differ from terms offered directly by DNA Systems. Channel Partners are independent third parties and are not authorized to modify these Terms, make representations on our behalf, or bind DNA Systems. Your license to use DNA ERP® remains subject to these Terms.

4.3 Direct Sales by DNA Systems (Quotation, Sales Order, and Milestone Payments)

We may sell the Services and related implementation directly to you under a quotation or sales order. In this model:

• We issue a quotation or sales order describing the Services, deliverables, subscription, fees, and a payment schedule;
• Payment is typically made by bank transfer to the DNA Systems account specified on the Order or invoice, in one or more installments (for example, an initial payment followed by further payments tied to agreed milestones);
• Each payment becomes due on the date, or upon the milestone, set out in the quotation or sales order;
• We implement and deliver the Services in accordance with the agreed Order once the applicable payment(s) are received in cleared funds;
• Amounts paid for a milestone, phase, deposit, or work already commenced or delivered are non-refundable, as described in our Refund Policy.

Where a signed quotation, sales order, or SOW exists between you and DNA Systems, it forms part of your agreement with us, and its commercial terms (fees, payment schedule, scope, and term) prevail over any conflicting general commercial terms in these Terms, while all other provisions of these Terms continue to apply.

5. Description of Services

DNA ERP® is a cloud-based, multi-tenant Enterprise Resource Planning platform. Depending on your Order, the Services may include modules such as:

• Dashboard and System Setup
• Sales & CRM
• Purchase & Procurement
• Inventory & Warehouse
• Banking & GL (Accounting and Finance)
• Budget & Cost Centers
• Projects & Tasks
• Reports & Analysis, including AI-assisted analytics ("DNA Intelligence")
• Implementation, onboarding, training, and support services

Available modules, features, and specifications are described on our website and Documentation and may change over time as described in the Standardized Software section. Access to specific modules depends on the plan and modules set out in your Order.

6. Standardized Software, Updates, and Feedback

6.1 Standardized, Off-the-Shelf Software

DNA ERP® is a standardized, ready-to-use, multi-tenant product provided on a one-to-many basis to all customers. The Services are licensed on a subscription basis with the features and functionality generally available at the time of use.

6.2 No Right to Customization or Bespoke Development

You acknowledge and agree that:

• Your subscription grants access to the standard DNA ERP® product only, and does not include, and you have no right to demand, any custom development, bespoke features, source-code modifications, private builds, or changes tailored to your specific requirements;
• Configuration within the settings, parameters, and options that DNA ERP® already provides (for example, setting up your company, users, roles, workflows, and fields using existing tools) is not "customization" and is part of the standard Services;
• We are under no obligation to develop, add, retain, or modify any particular feature for you, and any decision to do so is at our sole discretion;
• Where you require additional configuration or implementation assistance beyond your plan, it may be provided as a paid professional service under a separate Order or change order.

6.3 Regular Updates and Product Roadmap

We continuously improve DNA ERP®. We maintain and update the Services on a regular basis, including monthly and annual releases, at our sole discretion and at no additional license cost for standard updates. Updates may add, change, enhance, deprecate, or remove features, and we may modify the Services for security, performance, legal compliance, or business reasons. We are not obligated to maintain backward compatibility with any specific feature, integration, or third-party tool.

6.4 Suggestions and Enhancement Requests

You are welcome and encouraged to submit suggestions, enhancement requests, and ideas for future updates ("Feedback"). We value your Feedback and may, at our sole discretion, consider it for our roadmap. However, submitting Feedback creates no obligation for us to implement it, no timeline, and no entitlement, credit, or refund. You grant DNA Systems a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate any Feedback into the Services, and all intellectual property rights in any resulting features belong exclusively to DNA Systems and/or its licensors.

7. Free Trial

We may offer a free trial of DNA ERP® (currently 14 days) with access to certain features. Trials are provided for evaluation only, "as is", may be modified or withdrawn at any time, and are subject to these Terms. You are responsible for evaluating whether the Services meet your needs during the trial. Customer Data entered during a trial may be permanently deleted if you do not subscribe before the trial ends.

8. Account Registration and Security

To use the Services, you must:

• Provide accurate, current, and complete registration information and keep it up to date;
• Maintain the confidentiality and security of your account credentials;
• Be responsible for all activities under your account and users;
• Notify us immediately at support@dna.systems of any unauthorized access or security breach;
• Be at least 18 years old and legally capable of entering into a binding contract.

You are responsible for your users' compliance with these Terms. We are not liable for loss arising from unauthorized use of your account caused by your failure to safeguard credentials.

9. Customer Responsibilities

You are responsible for:

• The accuracy, quality, legality, and reliability of all Customer Data and the means by which you acquired it;
• Obtaining all consents and rights necessary for us to process Customer Data (including personal data of your employees, customers, and suppliers) to provide the Services;
• Your compliance with all laws applicable to your business, including tax, accounting, e-invoicing, employment, and data-protection laws;
• Verifying the accuracy of any output, calculation, report, tax figure, or compliance document generated by the Services before relying on or submitting it;
• Providing suitable hardware, software, internet connectivity, and qualified personnel;
• Cooperating with us and providing timely information, access, and decisions required for implementation and support.

10. Fees, Invoicing, and Payment

10.1 Fees and Quotations

Fees are as set out on our pricing page, in your Order, quotation, or sales order, or as agreed with your Channel Partner. Unless stated otherwise, prices are exclusive of taxes and quoted in US Dollars (USD) or the currency stated on the Order. Quotations are valid only for the period stated (or 30 days if not stated).

10.2 Billing Cycles and Auto-Renewal

• Annual subscriptions: billed yearly in advance;
• Monthly subscriptions: billed monthly in advance;
• Unless your Order states otherwise or you cancel before renewal, subscriptions renew automatically for successive periods equal to the prior term, at the then-current rates.

10.3 Online and Card Payments

Online subscriptions are processed through our payment provider (currently Paddle). By subscribing, you authorize us and our payment provider to charge your payment method for all applicable fees, including renewals, until you cancel.

10.4 Direct Sales, Bank Transfer, and Milestone Payments

For direct sales, payment is made by bank transfer (or other method stated on the invoice) to the DNA Systems account specified in the Order or invoice, according to the agreed schedule. Where the Order provides for milestone or installment payments, each installment is due on its stated date or upon achievement of the relevant milestone. We may withhold commencement or delivery of a phase until the corresponding payment is received in cleared funds. Bank transfer and intermediary charges are your responsibility.

10.5 Taxes

All fees are exclusive of, and you are responsible for, all taxes, duties, levies, VAT, withholding taxes, and similar charges (other than taxes on our net income). If you must withhold any tax, you will gross up the payment so we receive the full amount invoiced.

10.6 Late Payment and Suspension

Invoices are due on the date stated (or within 15 days of the invoice date if not stated). Overdue amounts may accrue interest at 1.5% per month (or the maximum permitted by law, if lower). If any amount is overdue, we may, after notice where practicable, suspend or restrict access until payment is made, without waiving other remedies. You must pay all fees without set-off, deduction, or counterclaim.

10.7 Price Changes

We may change our fees. For subscriptions, we will provide at least 30 days' notice, and changes take effect at your next renewal or billing cycle.

11. Implementation, Onboarding, and Professional Services

11.1 Scope

Where your Order includes implementation, onboarding, data migration, configuration, or training, the scope, deliverables, timeline, and fees are as described in the applicable quotation, sales order, or SOW. Professional services relate to configuring and deploying the standard DNA ERP® product and do not include bespoke software development (see the Standardized Software section).

11.2 Your Dependencies

Timely delivery depends on your cooperation. You must provide accurate information, source data in the required format, timely approvals, access to relevant personnel, and a suitable environment. Delays, incomplete data, or changes caused by you may affect timelines and may result in additional fees.

11.3 Milestones, Delivery, and Acceptance

Where services are delivered in phases or milestones, a deliverable is deemed accepted on the earlier of (a) your written acceptance, (b) your use of the deliverable in a live or production environment, or (c) five (5) business days after delivery if you have not given written notice of a material, documented non-conformity. Completed milestones and delivered work are non-refundable.

11.4 Change Requests

Any change to an agreed scope must be handled through a written change order, which may adjust fees and timelines. Requests for functionality that does not exist in the standard product are treated as Feedback under the Suggestions section and do not entitle you to a refund or to withhold payment.

11.5 No Guarantee of Specific Results

We will perform professional services with reasonable skill and care. We do not warrant that the Services will achieve any particular business outcome, cost saving, efficiency, or result.

12. Customer Data

As between you and us, you own your Customer Data. You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely to provide and support the Services, to comply with law, and as permitted by our Privacy Policy. We process personal data as described in our Privacy Policy. You are responsible for maintaining your own copies and backups of critical data; while we maintain routine backups, you should not rely on the Services as your sole system of record. Following termination, data handling is as described in the Termination section.

13. Intellectual Property Rights

DNA ERP®, the Services, and all related software, source code, designs, text, graphics, Documentation, and materials, and all intellectual property rights in them, are and remain the exclusive property of DNA Systems and/or its licensors (including Solution ERP as proprietor of the DNA ERP® trademark). Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during your Subscription Term for your internal business purposes only. All rights not expressly granted are reserved. You may not copy, modify, translate, reverse engineer, decompile, disassemble, create derivative works of, sell, rent, lease, sublicense, or otherwise exploit the Services except as expressly permitted. Feedback is governed by the Suggestions section.

14. Acceptable Use

You agree not to, and not to permit any user or third party to:

• Use the Services for any unlawful, fraudulent, infringing, or harmful purpose;
• Attempt to gain unauthorized access to the Services, other customers' data, or our systems;
• Interfere with, disrupt, or place undue load on the Services or infrastructure;
• Introduce viruses, malware, or malicious code;
• Resell, sublicense, distribute, or provide the Services to third parties without authorization, or use the Services as a service bureau;
• Access or use the Services to build or benchmark a competing product;
• Remove or alter any proprietary notices, or misuse our trademarks;
• Exceed the users, transactions, storage, or usage limits of your plan; excessive or abusive use may be subject to fair-use limits, throttling, or additional fees.

We may investigate suspected violations and suspend access to protect the Services or other customers.

15. Third-Party Services and Integrations

The Services may interoperate with third-party products, integrations, or payment providers governed by their own terms and privacy policies. We are not responsible for their availability, performance, security, or acts. Your use of any third-party service is at your own risk and between you and that third party.

16. Artificial Intelligence Features

The Services may include AI-assisted features ("DNA Intelligence") such as analytics, suggestions, automation, or reconciliation assistance. AI outputs are provided to assist you and may be inaccurate, incomplete, or unsuitable for a particular purpose. You must review and verify AI outputs before relying on them, and you remain solely responsible for decisions made based on them. AI features do not constitute professional, financial, accounting, tax, or legal advice.

17. Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and contractors bound by confidentiality. This does not apply to information that is public through no fault of the receiving party, already known, independently developed, or required to be disclosed by law. Our confidential information includes the Services, pricing, and non-public features and roadmap.

18. Service Availability, Maintenance, and Support

18.1 Availability

We aim for high availability and target 99.9% monthly uptime, excluding scheduled maintenance and events beyond our reasonable control. We do not guarantee that the Services will be uninterrupted or error-free.

18.2 Maintenance

We may perform scheduled maintenance (communicated in advance where practicable) and emergency maintenance without notice to protect the Services.

18.3 Support

Support is provided by email at support@dna.systems (or by your Channel Partner where you purchased through one). Response times depend on your plan. Support covers the standard Services and does not include bespoke development.

18.4 Service Credits as Sole Remedy

Any service-level remedy we may offer for verified downtime is provided as a service credit and is your sole and exclusive remedy for availability failures.

19. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (a) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) ANY DATA, REPORT, CALCULATION, OR OUTPUT WILL BE ACCURATE OR COMPLETE; OR (d) DEFECTS WILL BE CORRECTED. THE SERVICES DO NOT CONSTITUTE ACCOUNTING, TAX, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ALL OUTPUTS (INCLUDING TAX, VAT, E-INVOICING, AND OTHER COMPLIANCE FIGURES) AND FOR YOUR OWN LEGAL AND REGULATORY COMPLIANCE.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DNA SYSTEMS, SOLUTION ERP, AND OUR AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO DNA SYSTEMS FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY TO ALL CLAIMS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND FORM AN ESSENTIAL BASIS OF THE BARGAIN. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT BE EXCLUDED BY LAW.

21. Indemnification

You agree to defend, indemnify, and hold harmless DNA Systems, Solution ERP, and our affiliates, officers, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services; (b) your Customer Data or the violation of any third-party right; (c) your breach of these Terms or applicable law; or (d) your failure to obtain required consents. We will provide reasonable notice of any such claim.

22. Term, Suspension, and Termination

22.1 Term

These Terms apply from your first use of the Services and continue for your Subscription Term and any renewals, until terminated.

22.2 Termination by You

You may cancel your subscription at any time, effective at the end of your current billing period. Fees already paid are non-refundable except as stated in our Refund Policy.

22.3 Suspension and Termination by Us

We may suspend or terminate your access, in whole or in part, with notice where practicable, if: (a) you breach these Terms or the Acceptable Use section; (b) you fail to pay when due; (c) your use poses a security or legal risk; or (d) required by law. We may terminate for convenience by refunding any prepaid, unused subscription fees for the terminated period (your sole remedy for such termination).

22.4 Effect of Termination and Data Export

On termination, your right to use the Services ends. You may export your Customer Data for thirty (30) days after termination; thereafter we may delete it in the ordinary course, subject to legal retention requirements and backups. Provisions that by their nature should survive (including intellectual property, fees due, disclaimers, limitation of liability, indemnification, confidentiality, and governing law) survive termination.

23. Force Majeure

We are not liable for any delay or failure to perform due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, epidemics or pandemics, labor disputes, or failures of internet, hosting, telecommunications, power, or third-party services, or cyber-attacks.

24. Compliance, Export Control, and Anti-Corruption

Each party will comply with applicable laws. You represent that you and your users are not subject to sanctions or located in an embargoed jurisdiction, and that you will not use the Services in violation of export-control, sanctions, or anti-corruption laws, or to store or process data in breach of any law.

25. Channel Partners

Channel Partners are independent businesses and are not agents, employees, or representatives of DNA Systems. They have no authority to make commitments, warranties, or representations on our behalf or to modify these Terms. We are not responsible or liable for the acts, omissions, pricing, invoicing, or support of any Channel Partner. Any dispute regarding fees or services provided by a Channel Partner is between you and that Channel Partner.

26. Publicity

Unless you notify us otherwise in writing, we may identify you as a customer and use your name and logo in our customer lists, website, and marketing materials, consistent with any brand guidelines you provide.

27. Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

28. Notices

We may give notice by email to the address on your account, through the Services, or by posting on our website; such notice is deemed received when sent or posted. You must send legal notices to legal@dna.systems and, where applicable, to the address on your Order.

29. Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms with a revised "Last update" date and, for material changes, provide reasonable notice by email or through the Services. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree, you must stop using the Services.

30. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or in connection with them are governed by the laws of the State of Qatar, without regard to conflict-of-laws rules. The parties will first attempt to resolve any dispute amicably through good-faith negotiation. If unresolved, the dispute will be subject to the exclusive jurisdiction of the competent courts of Doha, Qatar. Notwithstanding the foregoing, we may seek injunctive or equitable relief in any court of competent jurisdiction to protect our intellectual property or confidential information. To the extent permitted by law, each party waives any right to participate in a class or representative action. Any claim must be brought within one (1) year after it arises, except where a longer period is required by law.

31. General Provisions

• Entire Agreement: These Terms, with your Order(s), the Privacy Policy, and the Refund Policy, are the entire agreement and supersede all prior discussions.
• Order of Precedence: In case of conflict, a signed Order or SOW prevails for its commercial terms, then these Terms, then other policies.
• Severability: If any provision is unenforceable, the remaining provisions remain in effect and the provision is modified to the minimum extent necessary.
• Waiver: Failure to enforce a provision is not a waiver.
• No Third-Party Beneficiaries: Except for our affiliates, licensors, and Solution ERP (who benefit from the intellectual property, disclaimer, and liability provisions), there are no third-party beneficiaries.
• Relationship: The parties are independent contractors; nothing creates a partnership, agency, or employment relationship.
• Language: The English version of these Terms controls over any translation.

32. Contact Information

For questions about these Terms, contact us at:

DNA Systems
Doha, Qatar
Email: legal@dna.systems
Phone: +974 4480 7193