1.1. Client: The party requesting the development and maintenance of software.
1.2. Service provider: The
company based in Dubai that provides software development and maintenance services.
1.3. Agreement: The contract
between the client and the service provider for software development and maintenance services.
1.4. Software: The
custom-developed software, including all associated source code, documentation, and other deliverables provided by
the service provider.
1.5. Maintenance services: The services provided to maintain, support, and update the
software.
2.1. These terms and conditions apply to all offers, assignments, and agreements between the service provider
and the client, unless otherwise agreed in writing.
2.2. Deviations from these terms are only valid if confirmed
in writing by the service provider.
3.1. The service provider will develop the software according to the agreed specifications. Changes during
development will only be executed upon written approval and may result in additional costs.
3.2. The client
acknowledges that it is impossible to develop software entirely free of defects. The service provider does not
guarantee the software will be error-free.
3.3. The service provider reserves the right to suspend delivery in
case of force majeure, such as technical issues or circumstances beyond the service provider's control.
4.1. The client is granted an acceptance period of 30 days after software delivery. If the client does not
report defects within this period, the software is considered accepted.
4.2. Any defects reported after the
acceptance period will be treated as new requests and handled at an additional fee.
5.1. The maintenance contract covers corrective maintenance (fixing bugs) and preventive maintenance (updates
and security patches). Functional extensions are not included unless otherwise agreed in writing.
5.2. The
service provider may schedule maintenance during times that cause minimal disruption to the client, with prior
notice.
5.3. If maintenance fees are not paid, the service provider reserves the right to suspend maintenance
services until full payment is received.
6.1. Payments for software development are invoiced in phases based on agreed milestones. The service
provider reserves the right to suspend work in the event of late payments.
6.2. Maintenance contracts are billed
in advance. If the client fails to pay a maintenance invoice on time, the service provider has the right to suspend
services without further notice.
6.3. All prices are exclusive of taxes and duties unless otherwise specified.
7.1. The service provider’s liability is limited to direct damages and to a maximum amount equivalent to the
total costs of the agreement, with an absolute maximum of 20000 AED.
7.2. Indirect damages, such as lost profits
or data loss, are expressly excluded.
7.3. The client shall indemnify the service provider against third-party
claims related to the client’s use of the developed software.
8.1. The intellectual property rights to the developed software remain with the service provider until all
payment obligations have been fully met.
8.2. The client is not permitted to reproduce, disclose, or sell the
software without written consent from the service provider.
8.3. In the event of non-payment, the service
provider reserves the right to revoke or restrict the client's use of the software.
9.1. Both parties are obliged to maintain the confidentiality of all confidential information obtained from
each other under the agreement. Information is deemed confidential if it has been communicated as such or if its
nature implies confidentiality.
9.2. The client agrees that the service provider may use the client's name and a
description of the provided services for marketing purposes, unless otherwise agreed in writing.
10.1. The service provider may terminate the agreement immediately if the client is declared bankrupt, enters
into suspension of payments, or is otherwise unable to meet financial obligations.
10.2. In the event of early
termination by the client, the client must fully compensate for all work performed and costs incurred up to the
point of termination.
10.3. The service provider reserves the right to limit or block the client’s use of the
software if the client fails to comply with the terms of the agreement.
11.1. This agreement is governed by the laws of the United Arab Emirates. Any disputes shall preferably be settled amicably. If an amicable settlement is not possible, disputes will be submitted to the competent court in Dubai.
12.1. The service provider reserves the right to modify these terms and conditions. The client will be notified in writing of any changes. If the client does not object within 30 days of notification, the changes are deemed accepted.
