General terms and conditions

1. Definitions and interpretation

1.2 Clause headings do not affect interpretation. The singular includes the plural and vice versa. “Including” and “in particular” are illustrative and do not limit the words around them. References to a statute include amendments to it. A “business day” is a day on which banks are open for business in Dubai.

2. Application of these Terms

2.1 These Terms apply to all Services and form part of every Engagement Document. By signing or accepting an Engagement Document, the Client accepts these Terms.

2.2 These Terms apply to the exclusion of any terms the Client seeks to impose or incorporate, whether in a purchase order or elsewhere.

2.3 If there is a conflict, an Engagement Document prevails over these Terms only where it expressly states that it varies a specified clause of these Terms by its clause number; otherwise these Terms prevail.

2.4 Where there is a conflict or inconsistency between Engagement Documents, the following order of precedence applies unless a document expressly states otherwise: (a) the Service Mandate prevails over the Implementation Proposal and its Addenda where it contains more specific scope terms, except in respect of commercial amounts already fixed in the Implementation Proposal; and (b) the Implementation Proposal and its Addenda apply only to the extent they are expressly referenced and accepted in the signed Service Mandate or statement of work.

3. Services

3.1 The Provider will perform the Services with reasonable skill and care, using suitably skilled personnel. The Provider’s obligation is one of diligent performance, not of any guaranteed result, unless an Engagement Document states otherwise.

3.2 The scope of each engagement is set out in its Engagement Document. Dates and durations are estimates given in good faith and are not binding unless expressly stated to be fixed.

3.3 The Provider may engage subcontractors to perform parts of the Services and remains responsible for work they perform.

3.4 Where an Engagement Document divides the Services into milestones, the Provider will formally deliver each milestone to the Client for review, together with the agreed acceptance criteria for that milestone. The review period for each milestone is the period set out in the Engagement Document and commences on the date of formal delivery; where no period is stated, the review period is ten (10) business days.

3.5 The Client will, within the review period, either accept the delivered milestone or give written notice of any material respect in which the milestone does not meet the agreed acceptance criteria. If no response has been received by the mid-point of the review period, the Provider will issue a written reminder. The milestone is deemed accepted and complete only if the Client gives no written notice of non-conformity by the end of the review period.

3.6 If the Client gives valid written notice of non-conformity within the review period, the Provider will, within a reasonable time, correct the milestone and re-deliver it for a further review period. Such correction and re-delivery is the Client’s sole remedy for a milestone that does not meet the agreed requirements.

4. Client’s obligations

4.1 The Client will provide timely access to the systems, platforms, data, premises, and personnel that the Provider reasonably needs to perform the Services.

4.2 The Client will give the Provider accurate and complete information, and will nominate a contact with authority to give instructions and decisions.

4.3 The Client is responsible for obtaining the licences, consents, and rights needed for any data or systems the Provider is asked to work with on the Client’s behalf.

4.4 Where a delay or failure by the Client affects the Services, the Provider is not liable for the resulting delay, and timelines and Fees may be adjusted accordingly.

4.5 Where the Services involve the Client’s live or production systems, the Client remains responsible for maintaining current, independent backups of its data and systems, and for approving any change to a live environment before the Provider proceeds. The Provider will take reasonable precautions when working on live environments.

5. Third-Party Products

5.1 The Services may use or rely on Third-Party Products. These are governed by the relevant third party’s own terms and licences, which the Client is responsible for accepting and complying with.

5.2 The Provider is an authorised partner for certain Third-Party Products but does not control them and gives no warranty in relation to them beyond any passed through from the third party.

5.3 Subscription, licence, and hosting fees for Third-Party Products are the Client’s responsibility unless an Engagement Document states otherwise.

6. Change control

6.1 Either Party may request a change to the scope of an engagement. A change takes effect only when agreed in writing by both Parties.

6.2 An agreed change may affect the Fees and timelines, and the Engagement Document will be updated to reflect it. Where an Engagement Document includes certain changes within a fixed or retained fee, those changes are handled on the basis it sets out.

7. Fees, invoicing and payment

7.1 The Client will pay the Fees set out in the Engagement Document, together with pre-agreed expenses.

7.2 The Provider will invoice in line with the Engagement Document. Unless it states otherwise, the Client will pay each undisputed invoice within 14 days of its date.

7.3 All Fees are exclusive of value added tax (VAT) and any other applicable taxes and duties, which the Client will pay in addition at the prevailing rate.

7.4 The Provider may charge interest on overdue undisputed amounts at 1.5% per month, and may suspend the Services under clause 14 after giving written notice of non-payment.

7.5 Where the Services are delivered in milestones, the Fee for each milestone becomes payable when that milestone is accepted or deemed accepted under clause 3.5. For the avoidance of doubt, no Fee becomes payable in advance of acceptance by reason only of signature. The Client’s commitment, on signing an Engagement Document, in respect of the next milestone to be delivered operates solely for the purposes of the termination charge in clause 15.5 and does not accelerate or advance any payment.

7.6 If the Client considers an invoice to be incorrect, it will notify the Provider in writing within 10 business days of the invoice date, giving its reasons, and will pay any undisputed part by the due date. Any amount not disputed in this way is treated as undisputed and payable in full.

7.7 The Client will pay all amounts due in full, without set-off, deduction, or withholding, except as required by law.

7.8 The Provider is not obliged to commence the next milestone or to begin further work while any undisputed invoice remains unpaid after its due date. This right is in addition to, and does not limit, the Provider’s right to suspend the Services under clause 14.

8. Intellectual property

8.1 Each Party retains its Background IP. Nothing in these Terms transfers Background IP, including the Provider Materials.

8.2 All intellectual property rights in the Deliverables remain with the Provider or its licensors. Nothing in these Terms transfers ownership of any Deliverable to the Client.

8.3 On full payment of the Fees relating to them, the Provider grants the Client a non-exclusive, non-transferable licence to use the Deliverables for its internal business purposes. The Client must not modify, adapt, reproduce (except as necessary for permitted use), redistribute, sublicense, sell, or otherwise make the Deliverables available to any third party without the Provider’s prior written consent.

8.4 Intellectual property in Third-Party Products, including the underlying platforms the Provider configures, remains with the relevant third party and is licensed to the Client under that third party’s terms.

8.5 The Provider may use the general knowledge, skills, and experience it gains from an engagement in its other work.

9. Confidentiality

9.1 Each Party will keep the other’s Confidential Information confidential and will not disclose it to any third party without prior written consent, except as required by law or a regulatory authority, or to its professional advisers on a need-to-know basis.

9.2 This obligation continues for five (5) years after the engagement ends. On request following termination or expiry, each Party will delete or return the other’s Confidential Information to the extent reasonably practicable.

10. Data protection

10.1 Each Party will comply with the data protection laws that apply to it, including, where applicable, the data protection laws of the United Arab Emirates and of the Dubai International Financial Centre.

10.2 Where the Provider processes personal data within the Client Data on the Client’s behalf — for example in a CRM or in an optional data backup or mirror service — it will act on the Client’s documented instructions, apply appropriate technical and organisational security measures, and reasonably assist the Client with data-subject requests. The Parties will enter into a data processing addendum where one is required.

10.3 The Client warrants that it has the rights and consents needed for the Provider to process the Client Data as contemplated by the Services.

10.4 Where the Parties enter into a data processing addendum, it forms part of these Terms and sets out the Provider’s obligations as a processor of personal data within the Client Data.

11. Warranties

11.1 The Provider warrants that it will perform the Services with reasonable skill and care, using suitably skilled personnel.

11.2 Except as expressly stated in these Terms, and to the fullest extent permitted by law, all conditions, warranties, representations, and terms — whether implied by law, precedent, or otherwise — in relation to the Services, the Deliverables, and any product are excluded. The Provider does not warrant that Third-Party Products will operate uninterrupted or error-free.

11.3 Correction and re-delivery under clause 3.6 is the Client’s sole and exclusive remedy for any failure of the Services to meet the warranty in clause 11.1, subject to clause 12.

12. Limitation of liability

12.2 Subject to clause 12.1, neither Party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss, or for any loss of profit, revenue, business, contracts, anticipated savings, or goodwill, in each case whether direct or indirect.

12.3 Subject to clause 12.1, the Provider’s total aggregate liability arising under or in connection with an engagement, whether in contract, tort, breach of statutory duty, or otherwise, is limited to the greater of (a) the total Fees actually paid by the Client under the relevant Engagement Document, and (b) the Fees actually paid by the Client under the relevant Engagement Document in the twenty-four (24) months before the event giving rise to the liability.

12.5 Notwithstanding clause 12.3, the Provider’s total aggregate liability for (a) breach of its confidentiality obligations under clause 9, and (b) breach of its data protection obligations under clause 10 (including under any data processing addendum), is limited to twice the amount determined under clause 12.3. This higher limit applies in place of, and not in addition to, the limit in clause 12.3 in respect of such claims; where a single event gives rise to liability under both this clause 12.5 and clause 12.4, the higher applicable limit applies and no amount is recoverable more than once. This clause remains subject to clause 12.1.

13. Intellectual property indemnity

13.1 The Provider will indemnify the Client against damages finally awarded against the Client in respect of a third-party claim that the Deliverables, as supplied, infringe that third party’s intellectual property rights, provided the Client promptly notifies the Provider, lets the Provider control the defence and settlement, and provides reasonable assistance.

13.2 This indemnity does not apply to infringement arising from the Client’s modification of the Deliverables, their combination with items not supplied by the Provider, or from Third-Party Products. It is subject to the limit in clause 12.3.

13.3 If the Deliverables infringe, or in the Provider’s reasonable opinion are likely to infringe, a third party’s intellectual property rights, the Provider may at its option procure the right for the Client to continue using them, modify them so they no longer infringe, or refund the Fees paid for them. This clause states the Client’s sole and exclusive remedy for intellectual property infringement by the Deliverables.

14. Suspension

14.1 The Provider may suspend the Services, in whole or in part, if the Client fails to pay an undisputed invoice when due and does not remedy the failure within 7 days of written notice.

15. Term and termination

15.1 These Terms take effect when the first Engagement Document is signed or accepted and continue while any engagement is in force. The term of each engagement is set out in its Engagement Document.

15.2 Either Party may terminate an engagement for convenience by giving not less than ninety (90) days’ written notice, unless its Engagement Document states otherwise.

15.3 Either Party may terminate an engagement immediately on written notice if the other commits a material breach that it fails to remedy within thirty (30) days of written notice, or becomes insolvent or unable to pay its debts.

15.4 Except as set out in clause 15.5, on termination the Client will pay for Services properly performed up to the termination date. Clauses intended to survive termination — including those on confidentiality, intellectual property, liability, and governing law — continue in full force.

15.5 Where the Services are delivered in milestones, on termination of an engagement by the Client under clause 15.2, or by the Provider under clause 15.3, the Client will pay: (a) the Fees for all milestones accepted or deemed accepted before the termination date; and (b) in respect of the milestone then in progress, either (i) where that milestone has a clear, objectively measurable internal split of deliverables, the Fee attributable to the portion of work completed up to the termination date, or (ii) where it does not, the full Fee for that milestone. The Parties agree that, where the proportion completed within a milestone cannot reliably be assessed, payment of the full Fee for that milestone is a fair and reasonable measure of the work committed to it.

16. Force majeure

16.1 Neither Party is liable for any delay or failure to perform caused by events beyond its reasonable control. Affected obligations are suspended while the event continues, and either Party may terminate the affected engagement if the event continues for more than 60 days.

16.2 This clause does not relieve the Client of any obligation to pay amounts that are due.

17. Non-solicitation

17.1 During an engagement and for twelve (12) months after it ends, neither Party will solicit for employment or engagement any individual of the other who was involved in the Services, except through general recruitment advertising not targeted at that individual.

18. Subcontracting and assignment

18.1 The Provider may subcontract the Services as set out in clause 3.3.

18.2 Neither Party may assign or transfer its rights or obligations without the other’s prior written consent, except that the Provider may assign to an affiliate or in connection with a reorganisation or sale of its business.

19. Compliance, anti-bribery and insurance

19.1 Each Party will comply with applicable anti-bribery, anti-corruption, and anti-money-laundering laws, and will not offer, give, or receive any bribe or improper payment, benefit, or inducement.

19.2 Neither Party will engage in, or knowingly permit, forced or compulsory labour, human trafficking, or any other form of modern slavery in connection with the Services.

19.3 Each Party will maintain, at its own cost, the insurance appropriate to its obligations under these Terms.

20. Notices

20.1 Notices must be in writing and sent to a Party’s registered office or to the email address its nominated contact uses for the engagement. A notice is deemed received on delivery if delivered by hand, two (2) business days after posting, or on the next business day if sent by email before 5pm on a business day.

21. Governing law and jurisdiction

21.1 These Terms and any dispute arising under or in connection with them are governed by the laws of the Dubai International Financial Centre (DIFC). The Parties submit to the exclusive jurisdiction of the DIFC Courts.

22. Use of artificial intelligence

22.1 The Client acknowledges that the Provider may use artificial intelligence tools to assist in producing the Deliverables, including in writing or generating code, workflows, functions, scripts, configurations, and documentation.

22.2 The Provider remains responsible for the Deliverables it supplies. The warranty in clause 11.1 and the limits on liability in clause 12 apply to the Deliverables whether or not artificial intelligence was used to assist in producing them, and the Provider will review AI-assisted output before it forms part of a Deliverable.

22.3 The Provider will not input the Client’s Confidential Information or personal data into an artificial intelligence tool except where doing so is consistent with clause 9, clause 10, and any data processing addendum.

22.4 If the Client has restrictions on the use of artificial intelligence in connection with the Services, it will notify the Provider in writing, and the Parties will agree any resulting change under clause 6.

23. General

23.1 These Terms and the Engagement Documents contain the entire agreement between the Parties and supersede any prior agreement or understanding, whether oral or in writing. Neither Party has a remedy for any statement not set out in them, except for fraud.

23.2 If any provision is held invalid or unenforceable, it is deemed omitted and the remaining provisions continue in full force.

23.3 A delay in exercising a right is not a waiver of it. Any variation of these Terms must be agreed in writing by both Parties.

23.4 Nothing in these Terms creates a partnership, joint venture, or agency between the Parties, and neither may bind the other.

23.5 No person who is not a Party to these Terms has any right to enforce any of them.