Centric Governance Central (CGC) Terms and Conditions
Applicable To: All users and client organisations accessing or using the Centric Governance Central (CGC) platform.
Effective Date: [01/05/2026]
These Terms and Conditions ("T&C" or "Agreement") govern the access and use of the Centric Governance Central (CGC) software platform provided by Centric Group Inc. ("Centric," "we," "us," or "our") to the Client organization ("Client," "you," or "your").
1. Acceptance of Terms
By accessing, purchasing, or using the Service, the Client agrees to be bound by these T&C, along with any executed Order Form, Statement of Work (SOW), and the Centric Privacy Policy, all of which form the complete agreement between the parties.
2. The Service and License Grant
2.1. The Service: The Service is a proprietary enterprise-grade governance and performance platform built on the Microsoft SharePoint framework, providing features for strategic planning, KPI management, project management, and performance execution.
2.2. License Grant: Subject to the terms and conditions of this Agreement, Centric grants the Client a non-exclusive, non-transferable, limited license to access and use the Service for its internal business purposes only, up to the number of authorised users specified in the executed Order Form.
2.3. Platform Dependence: The Service relies on the Client maintaining an active and properly licensed Microsoft SharePoint environment. Centric is not responsible for interruptions or failures of the Service resulting from the Client’s underlying Microsoft licensing or infrastructure issues.
3. Client Obligations and User Accounts
3.1. Authorised Users: Access to the Service is limited to Client's employees and approved contractors ("Authorised Users") who are assigned unique credentials. The Client is responsible for all activity conducted under its Authorised Users’ accounts.
3.2. Prohibited Uses: The Client shall not (a) sublicense, resell, or distribute the Service; (b) use the Service to store or transmit infringing, libelous, or otherwise unlawful material; (c) interfere with the integrity or performance of the Service; or (d) attempt to gain unauthorized access to the Service or its related systems or networks.
3.3. Client Data: The Client is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data, information, or material submitted by the Client or its Authorised Users into the Service ("Client Data").
4. Fees, Payment, and Term
4.1. Fees: The Client shall pay Centric the subscription fees, implementation fees, and any other agreed-upon charges as outlined in the applicable Order Form.
4.2. Payment Terms: All invoices are due and payable within [Insert number, e.g., thirty (30)] days from the invoice date. Late payments may be subject to interest at the rate of [Insert Percentage, e.g., 1.5%] per month, or the maximum rate permitted by law.
4.3. Term and Renewal: The initial term of this Agreement shall commence on the effective date specified in the Order Form and continue for the duration specified. Unless otherwise stated, the term will automatically renew for successive [Insert Term, e.g., twelve (12) month] periods, unless either party provides written notice of non-renewal at least [Insert number, e.g., sixty (60)] days before the end of the current term.
5. Confidentiality and Data Security
5.1. Confidential Information: Both parties agree to protect the confidential information of the other party (including, but not limited to, the Service’s design, pricing, business plans, and Client Data) using the same degree of care as they use to protect their own confidential information.
5.2. Data Processing: Centric will process Client Data in accordance with the Centric Privacy Policy and any applicable Data Processing Addendum (DPA) executed between the parties. As a processor, Centric maintains the technical and organisational security measures to protect Client Data, including standards maintained under its ISO/IEC 27001:2022 certification.
6. Intellectual Property
6.1. Centric IP: Centric retains all right, title, and interest, including all intellectual property rights, in and to the Service (CGC), its underlying code, design, documentation, and any derivative works thereof. This Agreement is a license to use the Service, not a sale of any intellectual property.
6.2. Client IP: The Client retains all right, title, and interest in and to the Client Data. Centric's right to use Client Data is limited to providing the Service and its maintenance.
7. Warranties and Disclaimers
7.1. Mutual Warranties: Each party warrants that it has the legal power and authority to enter into this Agreement.
7.2. Centric Limited Warranty: Centric warrants that the Service will perform materially in accordance with its published documentation. Centric’s sole obligation and the Client’s exclusive remedy for any breach of this warranty shall be for Centric to use commercially reasonable efforts to correct the non-conforming Service.
7.3. Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CENTRIC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Limitation of Liability
8.1. Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. Maximum Liability: CENTRIC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO CENTRIC FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Governing Law and Dispute Resolution
9.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Dubai, UAE, and applicable Federal Laws of the UAE, without regard to its conflict of laws principles.
9.2. Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in the Dubai International Financial Centre (DIFC) Courts.
10. Termination
10.1. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within 30 days after receiving written notice.
10.2. Effect of Termination: Upon termination, the Client’s right to access the Service shall immediately cease. The Client must pay any outstanding fees due to Centric. Centric will make the Client Data available for download for a period of 60days, after which Centric may delete the Client Data.
