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 [x] 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 [amount].
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 [x] days of notification, the changes are deemed accepted.
