Terms & Conditions

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings:

2.1 Service Delivery: The Company shall deliver the Services with reasonable skill, care, and professional diligence, aligning with the agreed scope outlined in official commercial proposals or service schedules.

2.2 Operational Boundaries: Any supplementary tasks, out-of-scope requests, or expansions of project parameters requested by the Client will require a formal written amendment or a revised quotation and may incur additional fees.

2.3 Client Cooperation: The Client shall supply all necessary data, permissions, credentials, and documentation required for service execution in a timely manner. Delays caused by the Client's failure to provide required information shall not render the Company in breach of any delivery timelines.

3.1 Invoicing and Payment Schedule: All payments must be remitted in accordance with the milestones or due dates specified in the respective invoice or agreement. Unless explicitly agreed otherwise in writing, all fees are quoted in United Arab Emirates Dirhams (AED) or United States Dollars (USD) and are exclusive of applicable taxes, including Value Added Tax (VAT).

3.2 Advance Payments: Commencement of any Service is strictly contingent upon receipt of the mandatory advance payment or retainer outlined in the commercial proposal. Advance payments are strictly non-refundable once operational allocation or service processing has commenced.

3.3 Late Payment Penalties: Any invoice remaining unpaid past its specified due date shall accrue a late administrative fee and financial compensation charge calculated at the rate of 20% per month (or the maximum permitted under UAE commercial practice) on the outstanding balance, compounded monthly from the due date until full settlement.

3.4 Dishonored Instruments: In the event that any cheque, electronic transfer, or payment instrument is returned unpaid, rejected, or dishonored by the bank, the Client shall be liable to pay a standard administrative recovery fee of AED 500 – AED 10,000 per occurrence, independent of any legal remedies available to the Company.

3.5 Suspension for Non-Payment: The Company reserves the immediate right to suspend ongoing service delivery, withhold deliverables, block access to digital platforms, or revoke operational credentials if any payment is overdue by more than 15 calendar days, without incurring any liability for resulting delays or business interruptions.

4.1 Pre-existing IP: All intellectual property rights, proprietary methodologies, software frameworks, designs, and know-how owned by either Party prior to the commencement of this Agreement shall remain the absolute property of that Party.

4.2 Deliverables Assignment: Upon full and final settlement of all agreed Fees, the Company grants the Client a non-exclusive, non-transferable license (or explicit assignment, where specified for custom digital deliverables) to utilize the final bespoke assets created specifically under the active project scope.

4.3 Restriction on Use: The Client shall not repurpose, sublicense, resell, or alter any proprietary tools, strategic frameworks, or confidential structures belonging to the Company outside the agreed business context.

5.1 Protection of Information: Both Parties agree to maintain strict confidentiality regarding all proprietary information, client lists, financial data, and technical processes disclosed during the engagement. Information shall not be disclosed to any third party except as required by law or to authorized professional advisors bound by similar confidentiality obligations.

5.2 Exclusions: Confidentiality obligations shall not apply to information that is publicly known through no breach of the receiving party, independently developed, or lawfully obtained from a third party.

6.1 Exclusion of Consequential Losses: To the maximum extent permitted under UAE law, neither Party shall be liable to the other for any indirect, incidental, punitive, or consequential losses, including loss of profit, loss of production, loss of business contracts, or anticipated savings, howsoever caused.

6.2 Liability Cap: The total aggregate liability of the Company arising under or in connection with this Agreement, whether in contract, tort (including negligence), statutory breach, or otherwise, shall be strictly limited to the total Fees actually paid by the Client to the Company under the specific service order giving rise to the claim during the preceding three (3) months.

6.3 Client Indemnity: The Client agrees to defend, indemnify, and hold harmless the Company, its directors, employees, and agents from and against any claims, liabilities, losses, damages, or legal costs (including reasonable attorney fees) arising directly or indirectly from:

Any breach of this Agreement by the Client;

The misuse of deliverables or services provided by the Company; or

Infringement of third-party rights caused by materials, data, or instructions supplied by the Client.

7.1 Definition: Neither Party shall be held liable for any failure or delay in fulfilling its obligations under this Agreement if such failure arises from events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, government restrictions, utility or telecommunication grid failures, civil unrest, or cyber-attacks.

7.2 Continuation: The affected Party shall notify the other Party promptly and make reasonable commercial efforts to resume performance as soon as practicable.

8.1 Termination for Convenience: Either Party may terminate this ongoing service arrangement by providing a minimum of 30 days' written notice to the other Party, subject to the fulfillment of all outstanding financial commitments for work completed up to the effective termination date.

8.2 Termination for Cause: The Company may terminate this Agreement immediately with written notice if:

The Client commits a material breach of any provision (including non-payment of fees) and fails to remedy such breach within 7 days of receiving written notice; or

The Client enters into liquidation, insolvency, bankruptcy, or experiences a fundamental shift in corporate standing that threatens its financial reliability.

8.3 Post-Termination Obligations: Upon termination, all outstanding unpaid invoices shall become immediately due and payable. Each Party shall return or securely destroy any proprietary material or Confidential Information belonging to the other Party.

9.1 Governing Law: This Agreement, and any contractual or non-contractual disputes arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the United Arab Emirates, as applied locally within the Emirate of Dubai.

9.2 Dispute Resolution Framework:

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the Parties shall first attempt to resolve the matter amicably through good-faith executive negotiations within 15 business days of a written dispute notice.

If the dispute cannot be resolved amicably, it shall be submitted to the exclusive jurisdiction of the competent courts of Dubai, United Arab Emirates (or the Dubai International Financial Centre (DIFC) courts where explicitly designated in specialized corporate schedules).