Website Regulations

These General Terms and Conditions are intended to regulate the relationship between Ofek Dist and its clients and to create certainty and clarity regarding the rights and obligations of the parties. Ofek Dist values its business relationships with its clients and the creation of balance and coordination between its interests and those of its clients. To this end, Ofek Dist has prepared and documented the detailed General Terms and Conditions set forth below, which apply to the provision of service or license by Ofek Dist to its clients. The terms in this document therefore constitute an integral and inseparable part of any proposal provided by Ofek Dist to a client regarding the granting of a license and/or the provision of any services, and of any agreement between Ofek Dist and any client regarding the granting of a license and/or the provision of any services, and they supplement the terms detailed in any proposal.

These terms are in addition to any other provisions or terms detailed in any document between the Customer and Ofek Dist, including any offer and/or engagement document. The Customer's rights regarding any license and/or services are subject to the terms detailed below. In the event of any conflict and/or inconsistency between any of these general terms and any term in an offer and/or other engagement document between Ofek Dist and the Customer, the provision of these general terms shall prevail, unless otherwise explicitly stated in an offer or engagement provided by Ofek Dist and/or in an engagement document signed by Ofek Dist to the Customer.

Ofek Dist may change any of the terms of the agreement at any time and at its sole discretion, from time to time and without prior notice, including changing, updating, suspending, adding and/or subtracting from the licenses and/or services offered by Ofek Dist, as the case may be, changing the terms of use of the site and its conditions, as well as the prices and payment terms. It is clarified that any such change will apply only to any offer, licenses and/or services that will be given and/or provided after the date on which the relevant change and/or update was made. It is the customer's responsibility to follow the changes on the site and in the general terms, as they may be from time to time. In case of a change in circumstances beyond Ofek Dist's control that requires a change in the agreement, Ofek Dist will be entitled to change the agreement immediately. In such a case, unless the change is required due to a change in existing law, with respect to future services, the customer will be entitled not to accept the change and to notify in writing of the cancellation of the agreement, immediately. The agreement, as defined above, encompasses the parties' agreements and is the sole binding agreement between the parties. Ofek Dist is not and will not be obligated, explicitly or implicitly, for any statement and/or representation and/or agreement and/or commitment not explicitly included in the agreement.

The customer declares and confirms that the earliest of the following: receipt of an offer by the customer and/or confirmation by the customer of any offer, whether the confirmation is given orally and/or in writing, and/or any engagement between the customer and Ofek Dist and/or commencement of supply by Ofek Dist to the customer and/or commencement of provision of services by Ofek Dist to the customer and/or commencement of use by the customer of a license and/or services provided by Ofek Dist – shall be considered, for all intents and purposes, that the customer unconditionally and unequivocally agrees and confirms:

Because he has read, understood, and fully, unconditionally, and unequivocally agreed to all terms and conditions of the agreement, including and in particular all general terms and conditions;

Because he accepts and undertakes to fulfill all the terms of the agreement, including and especially the general terms, to be subject to them and to act in accordance with them and the provisions of any law;

As he/she/it shall have no claims or demands against Ofek Cloud, other than claims for breach of the agreement by Ofek Dist.

Customer charges are based on the services and/or licenses actually consumed by the customer, but in any event not less than what is offered in the proposal submitted to the customer, if submitted by Ofek Dist.

Failure to utilize a product or service during the service and/or license period will not entitle the customer to a refund or credit.

The client will be charged for consultation hours according to Ofek Dist's actual working hours, based on the relevant price list at the time, provided it was not included as part of the project and/or the hours bank.
In case of a dollar charge, the exchange rate will be determined by the check rate according to the invoice date only, and not by the representative rate or any other market rate.

Payment for services and/or licensing is a monthly payment, paid one month in advance for the upcoming month.

Any use of licensing, services, or other resources exceeding the purchased quantity will result in additional charges for the excess usage.

All prices are subject to VAT as required by law.
Ofek Company's commercial terms in this proposal shall prevail over any other or additional terms, and these shall be the only terms that apply to the parties and to the contract to be entered into between the parties. Any other terms of the customer that conflict with Ofek Company's terms and/or if the customer rejects, attempts to change, or amend Ofek Company's terms shall have no legal validity, and only Ofek Company's terms shall apply to the transaction subject to this proposal. .
For all third-party services, the customer will be directly charged.

The customer declares that they are aware they are bound by any third-party terms of service and/or licensing, to the extent the customer uses any third-party features and/or services. It is solely the customer's responsibility to ascertain these relevant third-party terms of service and/or licensing. Furthermore, Ofek Dist shall not bear any professional responsibility regarding third-party licenses, including: various technical restrictions, license installation, support, and management. Ofek Dist is not responsible for compatibility between software and/or hardware updates from software/hardware manufacturers and the customer's applications.

The agreement period is for 12 months from the date of signing this agreement (hereinafter: "the Contract Period"). At the end of the Contract Period, the agreement will be automatically extended for additional periods of 12 months each (hereinafter: "the Extended Period"). Each party shall be entitled, during the Extended Period, to terminate the agreement by giving 30 days' prior written notice. For the avoidance of doubt, if Ofek Dist terminates the agreement before the expiration of the Contract Period due to the Client's breach of the agreement's terms, the Client shall be charged for a period not shorter than the Contract Period.

Ofek Dist shall be entitled to discontinue the provision of services and disconnect service to a customer, for any reason whatsoever, subject to providing written notice no less than 30 days in advance.

Ofek Dist found that the client breached this agreement materially and/or ordinarily and did not rectify the breach within seven days of receiving Ofek Dist's written demand to do so. In such an event, Ofek Dist shall be entitled to act in any of the ways set forth in these terms, in whole or in part, in addition to its rights under any applicable law.

Ofek Dist may immediately cease services and/or licensing in any case where the customer causes interference with the provision of services to other customers, or in any illegal action that the customer commits, and/or in the event of a breach of the aforementioned violation.

The client will be responsible for any type of content, different file types, and documents that are stored on the servers, and Ofek Dist has no responsibility in this regard.

Ofek Dist shall not bear any responsibility whatsoever, of any kind or nature, regarding content stored by the customer through the services and/or licensed by Ofek Dist. Transfer of files to and from the customer will be performed by the customer only and at the customer's sole responsibility. Ofek Dist will not perform any action on the customer's files (except for automated actions performed as part of maintenance and/or service provision).

Ofek Dist will not be responsible for the material or information stored in the system and/or its loss for any reason. Nor will it bear any responsibility for damages and/or losses caused to the customer due to damage to or loss of information.

Ofek Dist operates reasonably and in accordance with industry standards to prevent unauthorized access to the systems managed by it. However, notwithstanding the foregoing, the customer is aware and agrees that complete protection against fraud and unauthorized intrusions cannot be provided, and therefore Ofek Dist shall not be liable for unauthorized intrusions into the system and fraudulent acts, including but not limited to the protection or backup of data stored by or for the customer, including due to the intrusion of an unauthorized party into the customer's domain, including data corruption, disclosure, or deletion, and for any damage and expense caused to the customer and/or any third party in connection with the above events or any part thereof. Without derogating from the foregoing, it is clarified that customer information backup services are not included in the services, and if such services were purchased by the customer, the foregoing shall also apply to the backup services. Without prejudice to the foregoing, Ofek Dist recommends that the customer purchase backup and data security services.

The customer shall be responsible for payment of the consideration for licensing and/or services, at the rates and terms detailed in the service order form and the service user interface.

In the event of a delay in payment of the consideration, the consideration shall be subject to linkage and interest, at the maximum rate permitted by law, until the date of actual payment, and in addition, the customer shall bear the collection expenses, if any, incurred due to non-payment of the consideration as aforesaid.

Failure of the customer to meet the payment terms, after receiving written notification from Ofek Dist, will allow the company to disconnect the service and/or license and generally disconnect the services and/or license, until the payments are settled, and the customer will have no claim in this matter.

The customer shall indemnify Ofek Dist, its employees, directors, or anyone on its behalf for any damage, loss, lost profits, payment, or expense incurred by them - including attorney fees and court costs incurred by Ofek Dist for any reason whatsoever, including due to a breach of its obligations under these general terms and/or a specific agreement.

Ofek Dist shall not be liable for any damage caused to the customer due to interruption or cessation of services and/or due to malfunction or defect of any kind, including in the software or communication lines, used by the customer within the scope of the services.

In any event, the customer shall not be entitled to compensation for indirect and/or consequential damages, and the sum of Ofek Dist's liability for direct damages under this agreement shall not exceed the amount of the consideration paid by the customer to Ofek Dist for the services during the three-month service period preceding the damage event, and this in respect of the specific service on which the damage occurred as aforesaid. The customer declares and confirms that this limitation of liability is the result of risk allocation between the parties, and that it is reasonable and acceptable given the terms and amount of the engagement.

The parties' relationship under this agreement is that of a contractor providing services (Ofek Dist) and a client (the Client). Nothing in this agreement shall be construed as creating any other type of relationship between the parties, including partnerships, employer-employee, representation, agency, or brokerage.

The parties to this Agreement, their employees, and their representatives shall maintain absolute confidentiality and shall refrain from disclosing and/or showing and/or transferring in any manner whatsoever, directly or indirectly, whether by themselves or by others, including any of their representatives, any professional, commercial, or other information that is not public knowledge, in connection with the other party's activities for the performance of this Agreement and/or any information transferred within its framework.

Ofek Dist is permitted to publicly disclose the fact that it provides licensing and/or services to the customer, unless the customer notifies in writing that they do not wish to do so.

The client confirms receipt of marketing emails, WhatsApp messages, or text messages containing marketing content, news, and updates from Ofek Dist.;

This agreement between the customer and Ofek Dist and its execution by the parties shall be determined, construed, and regulated in accordance with the laws of the State of Israel. The competent courts in Tel Aviv, and them alone, shall have exclusive jurisdiction over any dispute in connection with this agreement.

Notwithstanding anything stated in these terms, a delay in the performance of an obligation imposed on any party due to a force majeure event beyond the reasonable control of either party to this agreement, including, without limitation, a strike and/or lockout affecting either party, war, acts of terrorism, general strikes and lockouts in the economy, epidemic (including COVID-19), shall not be considered a breach of the agreement, and the performance of that obligation shall be postponed until the removal of the force majeure event, provided that the party whose performance of its obligations was prevented by such force majeure notified the other party immediately upon learning of the impediment, acted to the best of its ability to remove it and/or mitigate its impact, and informed the other party of the measures it is taking. In the event of force majeure, the relevant schedule shall be extended for the period from the aforementioned notification until the removal of the impediment. The party whose performance of its obligations was prevented by force majeure shall notify the other party of the date of removal of the impediment.

Ophir and/or anyone acting on its behalf cannot be held liable for any claims and/or claim expenses arising from any security breach.

The company hereby declares that the use of its products and services will increase the chances that lost, damaged, or corrupted files, information, or data can be recovered. Nevertheless, the company provides no warranty or guarantee that the system and services will prevent, bypass, or delay the loss of files, information, or data or the consequences of such events, for which the system or service is intended to provide due to any combination of natural disasters, technological failures, and/or human activities.

It is mandatory for the service requester to perform a backup recovery test once every 3 months.