SERVICE AGREEMENT - TERMS AND CONDITIONS

PREAMBLE

THIS SERVICE AGREEMENT (hereinafter referred to as the "Agreement") is entered into by and between:

The Service Provider, a company duly registered and existing under applicable laws (hereinafter referred to as "Provider", which expression shall, where the context permits, include its successors, assigns, affiliates, and legal representatives),

AND

The Client, a legal entity or natural person whose details are provided in the applicable Order Form or Acceptance Document (hereinafter referred to as the "Client", which expression shall include its affiliates, successors, and permitted assigns).

WHEREAS, the Provider is engaged in the business of providing enterprise resource planning (ERP) software services and related technical support solutions;

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 Service Package: A standardized set of pre-developed applications and modules tailored to the Client's business requirements, as detailed in the Proposal.

1.2 Proposal: The written quote issued by the Provider to the Client, outlining the scope of the Service Package, the terms of Implementation, applicable Subscription fees, and related conditions, which, upon acceptance by the Client, forms the basis of this Agreement.

1.3 Project: The fixed-term engagement between the Provider and the Client for the Implementation of the Service Package, as defined in the Proposal, encompassing the agreed deliverables, timeline, and scope of services, but expressly excluding any ongoing Subscription or Custom Development unless otherwise specified in writing.

1.4 Implementation: The process of configuring, deploying, and initializing the Service Package for the Client's specific use, excluding any form of customization, integration, or bespoke development.

1.5 Subscription: The ongoing subscription with the Provider and provision of access to the hosted solution, inclusive of usage rights and technical support, as further defined herein.

1.6 Basic Support: Limited technical support services, capped at a specified number of support tickets per calendar month, and expressly excluding daily operational advisory, business strategy consultation, or on-site services.

1.7 Advanced Support: Enhanced technical support services with no ticket limitations during the Project lifecycle, as further specified in the Proposal.

1.8 Custom Development: Any deviation from or augmentation to the default scope of the Service Package, including but not limited to third-party integrations, custom coding, or bespoke workflow modifications.

1.9 Client Data: All information input by the Client into the system, which shall remain the property of the Client subject to the provisions herein.

1.10 Personal Data: Any information relating to an identified or identifiable natural person as defined under applicable data protection laws.

2. SCOPE OF SERVICES

2.1 The Provider shall provision and implement the agreed upon modules and features of the platform, which have been specified in the line items of the Proposal.

2.2 Customizations or modifications shall be limited to the modules as listed in the Proposal and only within their inherent structure and functionality. Advanced automation and additional modules can be activated upon the Client's request; however, any setup of complex workflows, campaign templates, or automation logic within said modules shall not be included under this Agreement and shall be subject to separate scoping and additional fees.

2.3 During the agreed Project period, the Client shall be entitled to active user licenses (as per the agreed user count), server storage and maintenance (as per specified usage requirements), and hosting services to access their customized portal. Upon expiry of the Project period, the Client's Subscription—including all services outlined in the Proposal—shall automatically continue on a monthly basis under the same terms, unless otherwise specified in writing by the Client.

2.4 The Provider reserves the right to update, modify, or enhance the platform with new features, security patches, and improvements without prior notice, provided such changes do not materially diminish the core functionality agreed upon in the Proposal.

3. FEES, BILLING & PAYMENT TERMS

3.1 The total Subscription Fee or Project Fee (as applicable) shall be as specified in the applicable Order Form. All prices are stated exclusive of applicable taxes unless otherwise specified.

3.2 Applicable taxes (including but not limited to Value Added Tax, Goods and Services Tax, or similar consumption taxes) shall be charged in accordance with the laws of the jurisdiction where the Provider is registered. Tax obligations shall be clearly stated on all invoices.

3.3 To confirm this Agreement, the Client shall remit either the agreed lump sum amount or the monthly Subscription fee (as applicable) through the agreed payment method. Confirmation may be effected through:

  • (i) execution of the Order Form
  • (ii) written acceptance via email
  • (iii) digital acceptance through the client portal
  • (iv) remittance of payment

Any such confirmation shall constitute full acceptance of this Agreement.

3.4 All payments shall be made via the agreed payment method. The Client hereby consents to the storage and use of payment details for recurring billing purposes, in accordance with applicable payment card industry (PCI) standards and data protection regulations.

3.5 Following the initial credit period (if any), billing shall occur monthly in advance. Failure to remit payment within seven (7) calendar days of the due date shall result in the suspension of all services without further notice.

3.6 Persistent non-payment beyond thirty (30) calendar days shall constitute material breach, entitling the Provider to:

  • (i) terminate this Agreement immediately
  • (ii) revoke all access to the system
  • (iii) recover any outstanding amounts, including reasonable legal and collection costs

3.7 After the initial Project term, this Agreement shall automatically renew on a monthly basis under the Subscription terms set out in the Proposal, unless and until terminated by either party with thirty (30) days' written notice via email.

3.8 The Provider reserves the right to adjust Subscription fees upon sixty (60) days' written notice to the Client. Such adjustments shall apply from the next billing cycle following the notice period.

4. IMPLEMENTATION

4.1 The Provider shall perform all Implementation activities as per the Proposal at no additional cost beyond the agreed Project scope.

4.2 Implementation shall include only the setup of the modules listed in the Proposal, and the one-time upload of the Client's essential business data as agreed. The Provider shall not be obligated to perform any further integration or configuration tasks unless separately scoped.

4.3 The Client shall provide all necessary information, access, and cooperation required for timely Implementation. Delays caused by the Client's failure to provide required information or cooperation may result in project timeline extensions without liability to the Provider.

4.4 The Provider shall conduct user training sessions as specified in the Proposal. Any additional training beyond the agreed scope shall be subject to separate fees.

4.5 Implementation shall be deemed complete upon the Client's acceptance or after fourteen (14) days following the Provider's notification of completion, whichever is earlier, unless the Client provides written notice of material deficiencies.

5. SUPPORT & SERVICE LIMITATIONS

5.1 Support shall be provided through a designated support ticketing system. The level of support (Basic or Advanced) shall be as specified in the Proposal.

5.2 The Provider provides the following Service Level Commitments:

  • Mission-Critical Bugs: To be acknowledged within one (1) hour and resolved within two (2) hours from the time of first acknowledgment of Client's notification during business hours.
  • Non-Critical Bugs: To be acknowledged within four (4) hours and resolved within twenty-four (24) hours from the time of first acknowledgment during business hours.
  • Feature Requests: Resolution timelines will depend on complexity and scope and shall be agreed with the Client in writing.

5.3 Business hours are defined as 9:00 AM to 6:00 PM local time of the Provider's registered office, Monday through Friday, excluding public holidays.

5.4 Support does not include:

  • Issues arising from Client's misuse or unauthorized modifications
  • Third-party application or integration issues
  • Hardware or network infrastructure issues on the Client's end
  • Training beyond the initially agreed scope
  • Business process consulting or advisory services

5.5 The Provider may, at its sole discretion, provide support outside business hours for mission-critical issues, but is not obligated to do so.

6. INTELLECTUAL PROPERTY & LICENSE RESTRICTIONS

6.1 All Client Data shall remain the sole and exclusive property of the Client.

6.2 Notwithstanding the above, any and all intellectual property rights arising from work performed by the Provider, including but not limited to custom-developed code, workflows, algorithms, configurations, and integrations (collectively, "Custom Deliverables"), shall remain the sole and exclusive property of the Provider.

6.3 The Client acknowledges that the Provider facilitates access to the software platform and any proprietary Custom Deliverables under this service agreement. The Client's rights to use the platform and any associated Custom Deliverables are governed by a limited, non-exclusive, non-transferable, and revocable license, which shall subsist solely during the term of an active, fully paid Subscription.

6.4 Upon termination, cancellation, or non-renewal of the Subscription, all access to the environment and to any Custom Deliverables shall continue only for the duration of the grace period as outlined in Section 7.3. Thereafter, such access shall automatically lapse in its entirety without further obligation or liability on the part of the Provider.

6.5 The Client shall not, directly or indirectly:

  • Reproduce, copy, reverse engineer, decompile, or disassemble any Custom Deliverables
  • Distribute, sublicense, or resell access to the platform or Custom Deliverables
  • Remove or obscure any proprietary notices or labels
  • Use the platform or Custom Deliverables for the benefit of any third party
  • Exploit any Custom Deliverables for migration to another vendor or platform without prior written consent from the Provider

6.6 The Provider retains all rights to utilize generalized knowledge, techniques, and methodologies developed during the provision of services for other clients, provided no Client-specific confidential information is disclosed.

7. DATA HANDLING, EXPORT & MIGRATION

7.1 The Client shall have the right to request an export of their data in the native database format or in a commonly accepted format (such as CSV, JSON, or XML). The Provider shall fulfill such requests within seven (7) business days.

7.2 The Provider shall not be liable for formatting, reorganization, or compatibility of exported data with third-party systems.

7.3 In the event of termination, the Provider shall grant a grace period of ninety (90) calendar days of continued server access at no additional charge to enable data export or transition, provided all outstanding fees have been paid.

7.4 After the grace period, continued access shall be billed in full-month increments at the standard Subscription rate, regardless of actual usage.

7.5 The Provider shall not be responsible for performing or supporting data migration activities to third-party systems, except where expressly contracted and limited to migrations within the same platform ecosystem.

7.6 The Provider shall not be liable for data loss, service interruptions, or downtime caused by third-party hosting providers or factors beyond its reasonable control, including but not limited to infrastructure failures, natural disasters, or cyberattacks.

7.7 The Client is solely responsible for maintaining independent backups of critical data. While the Provider implements regular backup procedures, the Client should not rely exclusively on the Provider's backup systems.

8. DATA PROTECTION & GOVERNANCE

8.1 General Principles

The Provider is committed to protecting the privacy and security of all Personal Data processed under this Agreement. Both parties shall comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), local data protection laws, and industry-specific regulations.

8.2 Data Processing Roles

8.2.1 The Provider acts as a Data Processor when processing Personal Data on behalf of the Client. The Client acts as the Data Controller and is responsible for ensuring that all Personal Data provided to the Provider is collected and processed in accordance with applicable data protection laws.

8.2.2 The Provider shall process Personal Data only on documented instructions from the Client, unless required to do so by applicable law.

8.3 Data Processing Obligations

The Provider shall:

8.3.1 Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including:

  • Pseudonymization and encryption of Personal Data where appropriate
  • Ongoing confidentiality, integrity, availability, and resilience of processing systems
  • Regular testing and evaluation of security measures
  • Procedures for timely restoration of availability and access to data

8.3.2 Ensure that all personnel authorized to process Personal Data are subject to confidentiality obligations.

8.3.3 Assist the Client in responding to requests from data subjects exercising their rights under applicable data protection laws, including:

  • Right of access
  • Right to rectification
  • Right to erasure ("right to be forgotten")
  • Right to restriction of processing
  • Right to data portability
  • Right to object

8.3.4 Assist the Client in ensuring compliance with data protection impact assessments and prior consultations with supervisory authorities where required.

8.3.5 Notify the Client without undue delay upon becoming aware of a Personal Data breach, providing sufficient information to enable the Client to meet any obligations to report or inform data subjects of the breach.

8.4 Data Location and Transfers

8.4.1 Personal Data shall be hosted and processed in data centers located in the United Arab Emirates (UAE) or the European Union (EU) unless otherwise agreed in writing.

8.4.2 Any transfer of Personal Data between the UAE and EU, or to jurisdictions outside the UAE and EU, shall be conducted in accordance with applicable data protection laws, including the use of appropriate safeguards such as Standard Contractual Clauses, adequacy decisions, or other legally recognized transfer mechanisms.

8.5 Data Retention and Deletion

8.5.1 Personal Data shall be retained for the duration of the Subscription and the grace period specified in Section 7.3.

8.5.2 Upon termination of this Agreement and expiry of the grace period, the Provider shall, at the Client's written choice:

  • Delete all Personal Data in its possession, custody, or control; or
  • Return all Personal Data to the Client in a commonly used electronic format

8.5.3 The Provider may retain Personal Data to the extent required by applicable law, provided such data is held securely and only for the duration required by law.

8.6 Audit Rights

8.6.1 The Provider shall make available to the Client all information necessary to demonstrate compliance with data protection obligations and allow for audits, including inspections, conducted by the Client or an auditor mandated by the Client.

8.6.2 The Client shall provide reasonable notice (not less than thirty (30) days) of any audit and shall conduct audits during normal business hours in a manner that does not unreasonably interfere with the Provider's operations.

8.6.3 The frequency of audits shall be limited to once per calendar year unless there is reasonable suspicion of a data breach or non-compliance.

8.7 Data Governance Framework

8.7.1 The Provider maintains documented policies and procedures for:

  • Data classification and handling
  • Access control and authentication
  • Incident response and breach notification
  • Business continuity and disaster recovery
  • Secure disposal of data

8.7.2 The Provider shall conduct regular security assessments and vulnerability testing to identify and address potential security risks.

8.7.3 The Provider maintains appropriate cyber security insurance coverage commensurate with the nature and scale of its operations.

8.8 Data Subject Rights Requests

8.8.1 The Client is responsible for responding to data subject rights requests. The Provider shall assist the Client by providing access to relevant Personal Data within ten (10) business days of a written request.

8.8.2 If a data subject submits a request directly to the Provider, the Provider shall promptly forward such request to the Client and shall not respond to the data subject except on the documented instructions of the Client.

8.9 Data Protection Impact Assessment

8.9.1 Where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons, the Provider shall provide reasonable assistance to the Client in conducting data protection impact assessments.

8.10 Records of Processing Activities

8.10.1 The Provider shall maintain records of all categories of processing activities carried out on behalf of the Client, including:

  • The name and contact details of the Provider and any sub-processors
  • The categories of processing carried out on behalf of the Client
  • Where applicable, transfers of Personal Data to third countries
  • A general description of technical and organizational security measures

8.11 Breach Notification Timeline

8.11.1 In the event of a Personal Data breach, the Provider shall notify the Client within twenty-four (24) hours of becoming aware of the breach.

8.11.2 The notification shall include, to the extent available:

  • The nature of the breach
  • The categories and approximate number of data subjects affected
  • The likely consequences of the breach
  • The measures taken or proposed to address the breach
  • Contact information for further inquiries

8.12 Data Minimization and Purpose Limitation

8.12.1 The Provider shall collect and process only such Personal Data as is necessary for the provision of services under this Agreement.

8.12.2 Personal Data shall be processed solely for the purposes specified in this Agreement and shall not be used for any other purpose without the Client's prior written consent.

9. CONFIDENTIALITY

9.1 Each party agrees to maintain the confidentiality of any proprietary or sensitive information exchanged during the term of this Agreement ("Confidential Information").

9.2 Confidential Information includes, but is not limited to:

  • Business plans, strategies, and financial information
  • Technical data, source code, and system architecture
  • Client lists, pricing information, and marketing strategies
  • Personal Data processed under this Agreement

9.3 Each party shall:

  • Use Confidential Information solely for the purposes of performing its obligations under this Agreement
  • Protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care
  • Limit disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations

9.4 Confidential Information does not include information that:

  • Was publicly available at the time of disclosure or becomes publicly available through no breach of this Agreement
  • Was rightfully in the receiving party's possession prior to disclosure
  • Is independently developed by the receiving party without use of the Confidential Information
  • Is rightfully obtained from a third party without breach of confidentiality obligations

9.5 A party may disclose Confidential Information if required by law, court order, or regulatory authority, provided it gives reasonable advance notice to the other party (where legally permitted) to enable the other party to seek protective measures.

9.6 This confidentiality obligation shall survive termination of this Agreement and shall continue for a period of five (5) years from the date of disclosure, or indefinitely for trade secrets and Personal Data.

10. LIMITATION OF LIABILITY

10.1 To the maximum extent permitted by law, the Provider's total aggregate liability to the Client, whether arising in contract, tort, negligence, or otherwise, shall be limited to the greater of:

  • (a) the total fees paid by the Client under this Agreement in the three (3) months immediately preceding the incident giving rise to the claim, in the case of Subscription arrangements; or
  • (b) the total fees paid by the Client for the specific Project giving rise to the claim, in the case of fixed-term or lump sum Projects.

10.2 Under no circumstances shall either party be liable for indirect, incidental, punitive, special, or consequential losses, including without limitation:

  • Loss of data (except as provided in Section 7)
  • Loss of profits or revenue
  • Loss of anticipated savings
  • Loss of business opportunity
  • Loss of goodwill or reputation
  • Business interruption

10.3 The Provider shall not be liable for any losses arising from:

  • (i) The Client's misuse or misconfiguration of the system
  • (ii) Unauthorized access caused by the Client's failure to secure its credentials or implement reasonable security measures
  • (iii) Third-party service outages outside the Provider's reasonable control
  • (iv) The Client's failure to maintain adequate backups of critical data
  • (v) Any modifications to the system made by the Client or third parties not authorized by the Provider

10.4 Nothing in this Agreement shall limit or exclude liability for:

  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Gross negligence or willful misconduct
  • Any other liability that cannot be limited or excluded under applicable law

10.5 The limitations and exclusions in this Section apply to the fullest extent permitted by law and shall survive termination of this Agreement.

11. FORCE MAJEURE

11.1 Neither party shall be liable for any delay or failure in performance arising out of acts beyond its reasonable control ("Force Majeure Event"), including but not limited to:

  • Natural disasters, acts of God, severe weather conditions
  • War, terrorism, civil unrest, or governmental actions
  • Epidemics or pandemics
  • Cyberattacks, distributed denial-of-service attacks, or other malicious attacks beyond reasonable prevention
  • Labor disputes, strikes, or lockouts
  • Failure of telecommunications or internet infrastructure
  • Third-party service outages (e.g., cloud hosting providers, internet backbone providers)
  • Fire, flood, earthquake, or other natural catastrophes

11.2 The party affected by a Force Majeure Event shall:

  • Promptly notify the other party in writing, describing the nature and anticipated duration of the event
  • Use commercially reasonable efforts to mitigate the effects of the Force Majeure Event
  • Resume performance as soon as reasonably practicable after the event ceases

11.3 Obligations affected by a Force Majeure Event shall be suspended for the duration of such event, without constituting breach of contract, and shall resume once performance becomes possible.

11.4 If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice to the other party, without liability except for payment obligations accrued prior to the date of termination.

11.5 Payment obligations shall not be excused by Force Majeure Events unless the event directly prevents the remittance of payment.

12. MARKETING RIGHTS

12.1 Unless expressly objected to in writing within thirty (30) days of execution of this Agreement, the Client grants the Provider the non-exclusive right to:

  • Reference the Client's name, logo, and general engagement in marketing materials and client listings
  • Publish a brief case study describing the general scope and benefits of the engagement (subject to Client approval)
  • Display the Client's logo on the Provider's website and promotional materials

12.2 The Client may revoke this consent at any time by providing written notice to the Provider. The Provider shall cease such use within thirty (30) days of receiving notice.

12.3 All marketing materials shall be factually accurate and shall not imply endorsement beyond the actual scope of the engagement.

12.4 The Provider shall not disclose any confidential business information, financial data, or specific technical details without the Client's prior written consent.

13. INDEMNIFICATION

13.1 Provider Indemnification

The Provider shall indemnify, defend, and hold harmless the Client from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

  • Breach of the Provider's obligations under this Agreement
  • Infringement of third-party intellectual property rights by the platform or Custom Deliverables (excluding any Client-provided content or customizations requested by the Client)
  • The Provider's violation of applicable laws or regulations

13.2 Client Indemnification

The Client shall indemnify, defend, and hold harmless the Provider from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

  • The Client's use of the services in violation of this Agreement
  • Client Data or content that infringes third-party intellectual property rights or violates applicable laws
  • The Client's violation of data protection laws or regulations
  • Any unauthorized use of the platform by the Client's users or personnel

13.3 Indemnification Procedures

A party seeking indemnification (the "Indemnified Party") shall:

  • Promptly notify the indemnifying party in writing of any claim
  • Provide reasonable cooperation in the defense of the claim
  • Allow the indemnifying party to control the defense and settlement of the claim, provided such settlement does not adversely affect the Indemnified Party's rights

14. TERMINATION

14.1 Termination for Convenience

Either party may terminate this Agreement for convenience by providing thirty (30) days' written notice to the other party, provided:

  • All outstanding fees through the end of the notice period are paid
  • The Client is permitted to export all data during the notice period and grace period

14.2 Termination for Breach

Either party may terminate this Agreement immediately upon written notice if:

  • The other party commits a material breach and fails to remedy such breach within fourteen (14) days of receiving written notice
  • The other party becomes insolvent, files for bankruptcy, or enters into liquidation or receivership

14.3 Effect of Termination

Upon termination:

  • The Client shall immediately cease using the platform and Custom Deliverables
  • All outstanding fees become immediately due and payable
  • The Client shall have the grace period specified in Section 7.3 to export data
  • Each party shall return or destroy all Confidential Information of the other party (except as required by law or as necessary to export Client Data)
  • Sections that by their nature should survive termination shall remain in effect, including: Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Data Protection, and Governing Law

14.4 No Refunds

Upon termination, the Client shall not be entitled to any refund of prepaid fees, except where termination is due to the Provider's material breach.

15. GOVERNING LAW & DISPUTE RESOLUTION

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates for clients based in the UAE, or the laws of the relevant EU member state for clients based in the European Union, without regard to conflict of law provisions.

15.2 Dispute Resolution Process

In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement:

15.2.1 Good Faith Negotiations: The parties shall first attempt to resolve the dispute through good faith negotiations between senior executives of both parties within fourteen (14) days of written notice of the dispute.

15.2.2 Mediation: If the dispute cannot be resolved through negotiation, the parties shall attempt to resolve it through mediation administered by a mutually agreed mediator within thirty (30) days.

15.2.3 Arbitration/Litigation: If mediation fails, the dispute shall be resolved through:

  • For UAE-based clients: Binding arbitration administered under the rules of the Dubai International Arbitration Centre (DIAC), or the exclusive jurisdiction of the Dubai Courts.
  • For EU-based clients: Binding arbitration administered under the rules of a mutually agreed European arbitration body, or the exclusive jurisdiction of the courts of the relevant EU member state where the Provider is established.

The language of arbitration shall be English, and the award shall be final and binding on both parties.

15.3 Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

15.4 The prevailing party in any legal proceeding shall be entitled to recover its reasonable attorneys' fees and costs.

16. GENERAL PROVISIONS

16.1 Entire Agreement

This Agreement, along with the applicable Order Form(s) and any exhibits or addenda, represents the entire understanding between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral, relating to the subject matter herein.

16.2 Amendments

No amendment or modification to this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties. The Provider may update operational policies and procedures upon reasonable notice to the Client, provided such updates do not materially alter the Client's rights or obligations.

16.3 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative.

16.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.5 Assignment

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent:

  • To an affiliate or subsidiary
  • In connection with a merger, acquisition, or sale of all or substantially all of its assets
  • To a successor entity

Any attempted assignment in violation of this section shall be void.

16.6 Notices

All notices required under this Agreement shall be in writing and delivered by:

  • Email to the addresses specified in the Order Form (with read receipt confirmation)
  • Registered mail or courier service to the addresses specified in the Order Form
  • Personal delivery

Notices shall be deemed received on the date of email confirmation, three (3) business days after mailing, or upon personal delivery.

16.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

16.8 Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party shall have any rights under this Agreement.

16.9 Cumulative Remedies

All rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

16.10 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

16.11 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as original signatures.

17. REFUNDS & PAYMENT DISPUTES

17.1 All fees paid under this Agreement are non-refundable, whether paid as a lump sum or as recurring Subscription charges, except where:

  • Expressly agreed otherwise in writing by the Provider
  • Termination is due to the Provider's material breach as determined under Section 14.2
  • Required by applicable consumer protection laws

17.2 The Client agrees not to initiate, directly or indirectly, any credit card chargeback or payment dispute relating to amounts properly due under this Agreement. In the event of an unauthorized chargeback or reversal, the Client shall remain liable for:

  • The full invoiced amount
  • Any fees, penalties, or administrative costs incurred by the Provider in contesting such dispute
  • Reasonable legal costs associated with collection efforts

17.3 Any genuine billing errors or discrepancies must be reported to the Provider in writing within seven (7) calendar days of the invoice date. The Provider shall investigate promptly, and any confirmed errors will be rectified through:

  • Account credit for future billing cycles, or
  • Refund to the original payment method, at the Provider's discretion

17.4 Disputes regarding service quality, feature availability, or performance issues shall not constitute grounds for payment withholding or chargebacks. Such disputes shall be resolved through the dispute resolution process outlined in Section 15.

17.5 If the Client disputes an invoice in good faith, the Client shall:

  • Pay any undisputed portion of the invoice by the due date
  • Provide detailed written explanation of the disputed amount within seven (7) days
  • Cooperate in resolving the dispute through the procedures outlined in this Agreement

18. EXECUTION & ACCEPTANCE

18.1 This Agreement shall become effective and binding upon the Client's acceptance of the Proposal, which may be confirmed by:

  • (i) Execution of the Order Form with authorized signature
  • (ii) Written acceptance via email from an authorized representative
  • (iii) Digital acceptance through the Provider's client portal
  • (iv) Remittance of payment against the Proposal

18.2 Any such acceptance shall constitute the Client's full and unconditional agreement to all terms and conditions contained herein.

18.3 By accepting this Agreement, the Client represents and warrants that:

  • They have full authority to enter into this Agreement
  • They have read and understood all terms and conditions
  • Their acceptance complies with all applicable internal approval processes
  • All information provided to the Provider is accurate and complete

18.4 The effective date of this Agreement shall be the date of the Client's acceptance as defined above.

19. COMPLIANCE WITH LAWS

19.1 Each party shall comply with all applicable laws, regulations, and industry standards in the performance of its obligations under this Agreement, including but not limited to:

  • Data protection and privacy laws
  • Anti-money laundering and counter-terrorism financing regulations
  • Export control and sanctions laws
  • Anti-bribery and anti-corruption laws
  • Employment and labor laws
  • Intellectual property laws

19.2 The Client represents and warrants that:

  • Its use of the services will comply with all applicable laws
  • It has obtained all necessary licenses, permits, and approvals
  • It will not use the services for any unlawful purpose

19.3 The Provider represents and warrants that:

  • The services are provided in compliance with applicable laws
  • It maintains all necessary business licenses and registrations
  • Its processing of Personal Data complies with data protection laws

19.4 Each party shall promptly notify the other if it becomes aware of any actual or suspected violation of applicable laws in connection with this Agreement.

20. ACCEPTABLE USE POLICY

20.1 The Client agrees not to use the services:

  • In any way that violates applicable laws or regulations
  • To transmit any harmful, threatening, abusive, or defamatory content
  • To infringe upon intellectual property rights of any third party
  • To distribute malware, viruses, or other malicious code
  • To engage in unauthorized access or network disruption
  • To send unsolicited commercial communications (spam)
  • For cryptocurrency mining or similar resource-intensive activities
  • To store or process illegal content

20.2 The Provider reserves the right to:

  • Suspend or terminate access immediately if it reasonably believes the Client is violating this Acceptable Use Policy
  • Report suspected illegal activity to appropriate authorities
  • Cooperate with law enforcement investigations

20.3 The Client shall be solely responsible for:

  • All activities conducted through its account
  • Maintaining the security of its login credentials
  • Promptly notifying the Provider of any unauthorized access