Terms & Conditions

"Services" means all IT services provided by the Company, including but not limited to:

• AI & Machine Learning development (LLM integration, RAG systems, AI agents, intelligent automation)
• Blockchain & Web3 solutions (smart contracts, DeFi systems, wallet integrations, blockchain analytics)
• Full-Stack Development (backend systems, APIs, microservices, cloud-native architecture)
• Mobile Development (iOS & Android apps with React Native, Flutter, Web3 integrations)
• UI/UX & Product Design (UX research, design systems, product branding, conversion-focused design)
• Game Development (Unity, Unreal Engine, Web3 games, multiplayer systems, AR/VR experiences)

"Agreement"

means the contract formed between the Company and Client, including these Terms, project proposals, statements of work, and any additional agreements.

"Deliverables"

means all work products, code, designs, documentation, and materials created by the Company for the Client.

"Client Account"

means the secure portal provided to clients for accessing development environments and project materials.

"Confidential Information"

means any proprietary or sensitive information disclosed by either party.

"Intellectual Property"

means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

3.1 Service Description

The Company provides professional IT development and consulting services tailored to each Client's needs. Specific services, deliverables, timelines, and pricing are defined in individual project proposals or statements of work.

3.2 Service Engagement Process

1. Initial Consultation: Client schedules a call to discuss project requirements
2. Proposal: Company provides detailed proposal including scope, timeline, and costs
3. Agreement: Client accepts proposal and signs agreement
4. Development: Company executes project according to agreed specifications
5. Delivery: Company delivers completed work to Client
6. Support: Optional ongoing maintenance and support as agreed

3.3 Client Account Access

Upon project commencement, eligible clients receive:

• Access to secure client portal
• Real-time visibility of development environment
• Ability to review work-in-progress
• Access to project documentation and deliverables

3.4 Development Environments

For active projects, the Company maintains:

• 24/7 running development environments
• Secure, isolated instances for each project
• Regular backups and version control
• Staging environments for testing and review

4.1 Information and Cooperation

The Client agrees to:

• Provide accurate and complete information required for project execution
• Respond to Company inquiries in a timely manner
• Designate authorized representatives for project decisions
• Provide necessary access to systems, data, or resources as required
• Review and approve deliverables within agreed timeframes

4.2 Content and Materials

The Client is responsible for:

• Accuracy and legality of all content and materials provided
• Obtaining necessary rights and licenses for third-party materials
• Ensuring compliance with applicable laws and regulations
• Providing clear specifications and requirements

4.3 Feedback and Approvals

• Client must review deliverables within agreed review periods
• Failure to provide feedback within specified timeframes constitutes acceptance
• Changes requested after approval may incur additional fees

5.1 Pricing and Invoicing

• Project costs are specified in individual proposals or statements of work
• All prices are quoted in UAE Dirhams (AED) or as mutually agreed
• The Company will issue invoices according to the agreed payment schedule
• Invoices are typically issued upon project milestones or monthly for ongoing services

5.2 Payment Schedule

Unless otherwise agreed:

• Initial Payment: 50% upon project commencement
• Milestone Payments: As defined in project agreement
• Final Payment: Balance due upon project completion

5.3 Payment Methods

• Bank transfer to Company's designated account
• Payment details provided on invoices
• Website payment processing may be implemented in the future

5.4 Late Payments

• Invoices are due within 14 days unless otherwise specified
• Late payments may incur interest at 1.5% per month
• Company may suspend services for overdue accounts
• Client remains liable for all costs of collection

5.5 Taxes

All fees are exclusive of applicable taxes. Client is responsible for any Value Added Tax (VAT), withholding taxes, import duties or other governmental charges.

6.1 Client Ownership

Upon full payment, Client receives ownership of:

• Custom code developed specifically for the Client's project
• Final deliverables created exclusively for the Client
• Client-provided materials and content

Excluded from Transfer:

• Company's pre-existing intellectual property
• Third-party libraries, frameworks, and tools
• General methodologies and processes
• Templates and reusable components

6.2 Company Ownership

The Company retains ownership of:

• Pre-existing tools, frameworks, and code libraries
• General development methodologies and processes
• Knowledge and experience gained
• Templates and reusable components

6.3 Third-Party Components

Deliverables may include:

• Open-source software (subject to their respective licenses)
• Third-party APIs and services
• Licensed components and libraries

Client is responsible for complying with all third-party licenses.

6.4 License to Company

Client grants the Company a non-exclusive license to:

• Use Client materials solely for providing Services
• Display completed work in portfolio (with Client approval)
• Reference Client as a customer (with approval)

6.5 Portfolio and Marketing

• Company may showcase completed work with Client's written consent
• Client may request anonymization or confidentiality
• Confidential projects will not be disclosed without permission

7.1 Confidential Information

Both parties agree to protect:

• Business strategies and plans
• Technical specifications and source code
• Financial information
• Client data and user information
• Trade secrets and proprietary information

7.2 Obligations

Each party agrees to:

• Maintain strict confidentiality of the other party's information
• Use Confidential Information only for authorized purposes
• Implement reasonable security measures
• Restrict access to authorized personnel only

7.3 Exclusions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of this agreement
• Was rightfully known prior to disclosure
• Is independently developed
• Must be disclosed by law or court order

7.4 Duration

Confidentiality obligations continue for 3 years after project completion or termination of services.

8.1 Data Processing

• Company processes Client data in accordance with our Privacy Policy
• Company implements appropriate technical and organizational security measures
• Client data is stored securely on Vercel and Railway infrastructure

8.2 Client Data Security

The Company commits to:

• Encrypting data in transit and at rest
• Implementing access controls and authentication
• Regular security monitoring and updates
• Backup and disaster recovery procedures
• Compliance with GDPR for European clients

8.3 Data Breach Notification

In the event of a data breach:

• Company will notify Client within 72 hours
• Company will take immediate remedial action
• Company will cooperate with regulatory notifications as required

8.4 Client Obligations

Client warrants that:

• They have legal authority to provide data to Company
• They comply with applicable data protection laws
• They have obtained necessary consents for data processing

9.1 Company Warranties

The Company warrants that:

• Services will be performed with professional skill and care
• Work will substantially conform to agreed specifications
• Company has the right to provide the Services
• Deliverables will not knowingly infringe third-party rights

9.2 Client Warranties

The Client warrants that:

• They have authority to enter into this Agreement
• All information provided is accurate and complete
• Client-provided materials do not infringe third-party rights
• They will comply with all applicable laws

9.3 Warranty Period

• Standard warranty: 90 days from delivery for defects in workmanship
• Warranty covers fixes for bugs or errors in delivered code
• Warranty does not cover changes to requirements or new features
• Extended warranty may be available under separate support agreements

9.4 Disclaimer

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.1 Maximum Liability

TO THE MAXIMUM EXTENT PERMITTED BY UAE LAW:

The Company's total liability for any claims arising from or related to Services shall not exceed the total fees paid by Client in the 12 months preceding the claim, or AED 50,000, whichever is less.

10.2 Excluded Damages

COMPANY SHALL NOT BE LIABLE FOR:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, or business opportunities
• Loss of data (except where due to Company's gross negligence)
• Costs of substitute services
• Business interruption

10.3 Exceptions

Limitations do not apply to:

• Gross negligence or willful misconduct
• Breaches of confidentiality
• Indemnification obligations
• Matters that cannot be limited under UAE law

10.4 Third-Party Services

Company is not liable for:

• Performance or availability of third-party services
• Actions of hosting providers (Vercel, Railway)
• Third-party API or service failures
• Issues with Client's infrastructure or systems

11.1 Client Indemnification

Client agrees to indemnify and hold harmless the Company from claims arising from:

• Client-provided content, materials, or data
• Client's breach of these Terms
• Client's violation of applicable laws
• Infringement of third-party rights by Client materials

11.2 Company Indemnification

Company agrees to indemnify Client from claims that Deliverables created solely by Company infringe third-party intellectual property rights, provided:

• Client promptly notifies Company of the claim
• Company has sole control of defense and settlement
• Client provides reasonable cooperation
• Claim does not result from Client modifications or misuse

11.3 Remedies

If Deliverables are found to infringe, Company may:

• Obtain rights for Client to continue use
• Modify Deliverables to be non-infringing
• Replace with non-infringing alternatives
• Refund fees paid for infringing components

12.1 Term

This Agreement begins when Client accepts our Services and continues until:

• Project completion and final payment
• Termination by either party as provided herein
• Mutual agreement to terminate

12.2 Termination for Convenience

Either party may terminate with 30 days' written notice, subject to:

• Payment for work completed through termination date
• Return of all materials and Confidential Information
• Completion of transition activities as reasonably requested

12.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 14 days
• Becomes insolvent or subject to bankruptcy proceedings
• Ceases business operations
• Engages in illegal activities related to the Services

12.4 Effect of Termination

Upon termination:

• Client pays for all work completed
• Company delivers work-in-progress in current state
• Both parties return Confidential Information
• Client account access is revoked
• Development environments are shut down
• Licenses granted under these Terms terminate (except for paid deliverables)

12.5 Survival

The following sections survive termination:

• Payment obligations
• Intellectual Property rights
• Confidentiality obligations
• Indemnification
• Limitation of Liability
• Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the United Arab Emirates and the regulations of UAQ Free Trade Zone.

14.2 Jurisdiction

The courts of Umm Al Quwain, United Arab Emirates, shall have exclusive jurisdiction over any disputes, unless otherwise agreed.

14.3 Negotiation

Before initiating formal proceedings, parties agree to:

1. Attempt good faith negotiation for 30 days
2. Escalate to senior management if necessary
3. Consider mediation if negotiation fails

14.4 Arbitration (Optional)

By mutual agreement, disputes may be resolved through:

• Arbitration under UNCITRAL rules
• Seat of arbitration: Umm Al Quwain, UAE
• Language: English
• Single arbitrator (or three for claims exceeding AED 500,000)

14.5 Equitable Relief

Nothing prevents either party from seeking injunctive relief for:

• Breach of confidentiality
• Intellectual property infringement
• Urgent matters requiring immediate action

15.1 Entire Agreement

These Terms, together with any signed proposals or statements of work, constitute the entire agreement and supersede all prior agreements and understandings.

15.2 Amendments

These Terms may only be modified:

• By written agreement signed by authorized representatives
• By updated Terms posted on our website (for general updates)
• With 30 days' notice for material changes affecting existing projects

15.3 Assignment

• Client may not assign this Agreement without Company's written consent
• Company may assign to affiliates or in connection with a merger or acquisition
• Any attempted unauthorized assignment is void

15.4 Independent Contractors

The parties are independent contractors. Nothing creates:

• Employment relationship
• Partnership or joint venture
• Agency or franchise
• Fiduciary duty beyond what is stated herein

15.5 Severability

If any provision is found invalid or unenforceable:

• The provision will be modified to the minimum extent necessary
• Remaining provisions continue in full effect
• Parties will negotiate a replacement provision if necessary

15.6 Waiver

• Failure to enforce any right does not constitute a waiver
• Waivers must be in writing to be effective
• Waiver of one breach does not waive subsequent breaches

15.7 Notices

All notices must be in writing and sent to:

For Client:

To the address provided in the project agreement or client account

Notices are effective:

• Upon delivery by hand
• 3 business days after mailing
• Upon confirmed receipt of email

15.8 Language

In case of any discrepancy between language versions of these Terms, the English version shall prevail.

15.9 Headings

Section headings are for convenience only and do not affect interpretation.

15.10 Counterparts

This Agreement may be executed in counterparts, each considered an original.

16.1 Prohibited Uses

Client agrees not to use our Services for:

• Illegal activities or violation of laws
• Infringement of intellectual property rights
• Transmission of malware, viruses, or harmful code
• Harassment, abuse, or harm to others
• Spam, phishing, or fraudulent activities
• Unauthorized access to systems or data
• Impersonation or misrepresentation

16.2 Client Account Conduct

When using the Client Account, you agree to:

• Maintain confidentiality of login credentials
• Not share account access with unauthorized persons
• Notify Company immediately of any security breach
• Use the account only for authorized project purposes
• Not attempt to circumvent security measures

16.3 Consequences of Violation

Violation of acceptable use may result in:

• Immediate suspension or termination of Services
• Deletion of content or account
• Legal action and reporting to authorities
• Liability for damages

17.1 Warranty Support

During the warranty period, Company provides:

• Bug fixes for defects in delivered code
• Clarification and documentation support
• Resolution of issues related to agreed specifications

17.2 Post-Warranty Support

After warranty expiration, support is available:

• Under separate maintenance agreements
• On a time-and-materials basis
• Through dedicated support packages

17.3 Response Times

Support response times are defined in:

• Individual support agreements
• Service Level Agreements (SLAs) when applicable
• Project-specific terms

18.1 Service Updates

The Company reserves the right to:

• Update or modify Services to improve functionality
• Implement security patches and updates
• Upgrade infrastructure and technologies
• Discontinue outdated or unsupported features

18.2 Client Notification

Company will provide reasonable notice of:

• Material changes to Services
• Scheduled maintenance windows
• Updates affecting Client systems
• Changes to hosting infrastructure