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Legal

End User Licence Agreement

Draft under legal review. This is the working text of our end user licence agreement. The highlighted details are filled in before the final version is published.

Version: 1.0 · Effective date: 4 November 2026

This End User Licence Agreement ("Agreement") is between Synergy Minds (FZE), a company registered in the Sharjah Research Technology and Innovation Park Free Zone, Sharjah, United Arab Emirates under licence no. SC241051201, with its address at Block C VL04-149, Sharjah Research Technology and Innovation Park, Sharjah, United Arab Emirates ("Vendor", "we"), and the business that obtains a licence key or installs the software ("Customer", "you"). By installing, copying or using Closentry, or by clicking I accept, you agree to this Agreement on behalf of the Customer and confirm you are authorised to do so.

1. Definitions

  • Software: Closentry, its updates and its documentation, in object-code form.
  • Licence key: the signed key that sets the plan, the number of seats, the features and the end date.
  • Seat: one named person who prepares, reviews or approves work in the Software. People who only view are not counted.
  • Customer Data: the files, reconciliations, workpapers, audit trails and other information the Customer processes with the Software.
  • Trial: use of the Software without a paid licence key, for the period the Software shows.

2. Licence

2.1 Subject to this Agreement and payment of the fees, the Vendor grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to install and use the Software for its internal business purposes, for the number of Seats, the features and the term of its Licence key.

2.2 A Trial licence is for evaluation only, for the Trial period, and is given as is (see section 9).

2.3 The Customer may make backup copies of the Software and of Customer Data.

2.4 Affiliates of the Customer may use the Software under the Customer's licence if the Customer is responsible for their compliance and the total Seats are not exceeded.

3. Restrictions

The Customer shall not, and shall not allow anyone to: (a) use more Seats or features than its Licence key allows; (b) copy, modify, translate or create derivative works of the Software, except as the law expressly allows despite this restriction; (c) reverse engineer, decompile or disassemble the Software, except to the extent the law allows; (d) remove, change or work around licence keys, trial limits, seat counts or other technical protections; (e) rent, lease, lend, sell, sublicense or provide the Software as a service to third parties; (f) use the Software in breach of law, including sanctions and export-control laws.

4. Customer Data

4.1 The Software runs on the Customer's own computers and folders. It does not send Customer Data to the Vendor or to anyone else; it makes no network connection except as the Customer chooses (for example, opening a purchase link).

4.2 The Customer owns its Customer Data and is responsible for it: lawful collection, accuracy, access control, backups, and the retention periods that apply to its accounting records.

4.3 If the Customer shares Customer Data with the Vendor for support (for example, a diagnostics text or a sample file), the Vendor processes it only to provide that support, under the Vendor's Data Processing Agreement, available at https://www.closentry.com/dpa.html or on request.

5. Fees and renewal

5.1 Fees are as set out in the order or the price list in force when the order is placed (https://www.closentry.com/pricing.html), in UAE dirhams, excluding VAT, which is added at the applicable rate.

5.2 Annual licences end on the date in the Licence key unless renewed. After the end date the Software gives a grace period of 7 days (as set in the Software), then opens in read-only mode: Customer Data can still be opened and exported.

5.3 Fees paid are not refundable except as stated in section 9.3 or required by law.

6. Updates and support

Updates released during a paid term are included. Support is provided as described in the Vendor's Support Policy, available at https://www.closentry.com/support.html or on request.

7. Intellectual property

7.1 The Software and all rights in it remain with the Vendor and its licensors. No rights are granted except as set out in this Agreement. Feedback the Customer gives may be used by the Vendor without obligation.

7.2 The Software includes open-source components, each licensed under its own licence. They are listed, with their licences, in the Software (Setup › Licence › Open-source licences), in the file THIRD-PARTY-NOTICES.txt installed with it, and at https://www.closentry.com/third-party-notices.txt. Nothing in this Agreement limits the Customer's rights under those licences, and sections 3, 9 and 11 apply to those components only as far as their licences allow.

8. Confidentiality

Each party keeps the other's non-public information confidential, uses it only for this Agreement, and protects it with at least reasonable care. This does not apply to information that is public, already known, independently developed or lawfully received from a third party, or that must be disclosed by law (with notice where allowed).

9. Warranty

9.1 The Vendor warrants that, for 90 days from delivery of a paid Licence key, the Software will perform materially as described in its documentation.

9.2 The Software is a tool that assists the Customer's finance staff. Matching results, balances, reports and sign-offs must be reviewed by the Customer, who remains responsible for its accounts, filings and controls.

9.3 If the Software does not meet the warranty in 9.1 and the Vendor cannot correct it within a reasonable time, the Customer may end the licence and receive a refund of the fees paid for the remaining term. This is the Customer's sole remedy for breach of warranty.

9.4 Except as stated in this section and to the extent the law allows, the Software is provided as is, without other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

10. Limitation of liability

10.1 Neither party is liable for indirect, incidental, special or consequential loss, or loss of profit, revenue, goodwill or data (other than the cost of restoring data from the Customer's backups), even if advised of it.

10.2 Each party's total liability under this Agreement is limited to the fees paid or payable by the Customer in the 12 months before the event giving rise to the claim.

10.3 Nothing limits liability that cannot be limited by law, including for fraud or wilful misconduct.

11. Indemnity

The Vendor will defend the Customer against a third-party claim that the Software, as delivered, infringes that party's intellectual property, and pay the resulting damages and costs finally awarded, if the Customer notifies the Vendor promptly, lets the Vendor control the defence and cooperates. The Vendor may modify or replace the Software, obtain a licence, or end the licence and refund the unused fees. This does not apply to claims arising from modification, combination with other products, or use in breach of this Agreement.

12. Term and termination

This Agreement lasts for the term of the Licence key (or the Trial). Either party may terminate it if the other materially breaches it and does not cure the breach within 30 days of written notice. On termination the Customer stops using the Software, except to open and export its Customer Data in read-only mode. Sections 3, 4, 7, 8, 10, 11, 13 and 14 survive.

13. Governing law and disputes

This Agreement is governed by the laws of the Emirate of Dubai and the federal laws of the UAE / the laws of the DIFC / ADGM. Disputes are resolved by the courts of Dubai / the DIFC Courts / arbitration under the DIAC Rules, seated in Dubai, in English.

14. General

Notices are given in writing to the addresses in the order. Neither party may assign this Agreement without the other's consent, except to a successor of its business. Delays caused by events beyond a party's reasonable control are excused. If a provision is unenforceable, the rest remains in force. This Agreement, the order and the documents it refers to are the entire agreement; changes must be in writing. If this Agreement is translated, the English version prevails.

Synergy Minds (FZE) · Block C VL04-149, SRTI Park, Sharjah, UAE · email