Terms of Business

1. Definitions

• Services: the services described in the applicable quotation, proposal or statement of work, such as AMC IT support, custom software, business automation, website development, website maintenance, ecommerce development, technical SEO and related services.
• Quotation: a written quotation, proposal or statement of work issued by us.
• Deliverables: the items we agree to deliver as part of the Services.
• Fees: the amounts payable for the Services, hardware and any third-party costs.
• Third-party costs: costs charged by others, such as software licences, hosting, cloud subscriptions, domain names, suppliers and hardware.

2. Scope and order of precedence

We supply the Services described in the applicable Quotation. If documents conflict, the order of precedence is: (1) the accepted Quotation or statement of work for the specific point it covers; (2) any service-specific document that applies, such as the AMC Service Level Agreement or the Hardware Procurement Terms; (3) these Terms of Business.

Your own standard terms do not apply unless we agree to them in writing.

3. Quotations and acceptance

A Quotation is valid for the period stated in it. A contract is formed when you accept the Quotation in the way it describes and, where applicable, any required deposit or payment is received.

Quotations, proposals, orders and agreements may be accepted electronically, for example by electronic signature, email confirmation, an approved purchase order or digital acceptance, subject to applicable law. We will tell you if we need a particular form of acceptance for a specific order. An informal message does not on its own bind either party to a contract unless it clearly confirms acceptance of a specific Quotation.

4. Statements of work

For larger or more complex work we may agree a statement of work that sets out the deliverables, assumptions, timeline, fees and acceptance criteria.

5. Your responsibilities

To deliver the Services we need you to:

• provide timely and accurate information, content, data and approvals;
• give us the access, credentials and third-party account access we reasonably need, and keep them secure;
• make decisions and give feedback promptly;
• make sure you have the right to give us any content or data you provide; and
• manage dependencies that are outside our control.

6. Timelines and delays

Timelines in a Quotation are estimates based on the information available and on you meeting your responsibilities. Where delay is caused by you or by a third party, dates move accordingly and we are not responsible for the delay. We will tell you promptly if we expect a delay.

7. Change requests and scope changes

Work outside the agreed scope is a change. We will describe the effect of a change on fees and timeline in writing, and we will carry it out once you approve it.

8. Fees, VAT and payment

Fees are as stated in the applicable Quotation. Prices are exclusive of VAT unless stated otherwise. VAT is charged where legally applicable.

Payment arrangements, such as deposits, milestone payments and recurring charges, are set out in the Quotation or agreement. We will issue dated invoices for amounts payable, and invoices set out the supplier details, a description of the goods or services, the price and the other information required by applicable law.

If an invoice is not paid when due, we may, after giving you reasonable notice, pause or suspend the Services or work not yet delivered until payment is made, and we may claim the amounts due and any recoverable costs, as far as permitted by applicable law.

9. Third-party costs

Unless the Quotation says otherwise, third-party costs such as software licences, hosting, cloud subscriptions, domain names, supplier costs and hardware costs are not included in our fees and are payable by you at cost or as quoted. Where we purchase on your behalf, we will tell you the cost before doing so. Third-party services are provided on the provider's own terms.

10. Intellectual property

Each party keeps ownership of its pre-existing intellectual property. Our tools, methods, templates and general know-how remain ours.

Unless the Quotation says otherwise, ownership of custom deliverables created specifically for you passes to you once you have paid for them in full. Until then we grant you a licence to use them for the agreed purpose.

Deliverables may include open source components and third-party software, which are licensed under their own terms and are not owned by us or transferred to you.

We may refer to the work in our portfolio only where this has been agreed or is commercially intended, and we will not disclose your confidential information in doing so.

11. Confidentiality

Each party will keep the other's confidential information confidential, use it only for the Services, and not disclose it except to people who need it for the Services or as required by law.

12. Data protection and security

Each party will comply with the personal data protection law that applies to it. Where we process personal data on your behalf, we will do so on your documented instructions and use reasonable technical and organisational measures to protect it. See our Privacy Policy for how we handle personal data for our own purposes.

Backups are our responsibility only where a backup service is included in the Quotation. Otherwise you are responsible for keeping your own backups.

13. Our commitments and what we do not promise

We will perform the Services with reasonable skill and care.

We do not guarantee a specific search ranking or traffic result, uninterrupted availability of third-party systems, or any specific revenue, leads or conversion result. Outcomes depend on factors outside our control.

Where acceptance testing applies, the Quotation will say how it works. Please report defects promptly so we can address them.

14. Support after handover and maintenance

Support after handover and ongoing maintenance are provided only if the Quotation or a separate agreement says so. IT support under an AMC is governed by the AMC Service Level Agreement and the applicable Quotation. Website maintenance is governed by the applicable Quotation.

15. Hardware

Hardware orders are also subject to our Hardware Procurement Terms.

16. Termination

Either party may end an agreement by written notice if the other materially breaches it and does not put the breach right within a reasonable period after notice, or in the other circumstances set out in the Quotation or agreement. Recurring services end according to the notice and renewal terms in the Quotation or agreement.

On termination, you pay for Services performed and costs committed up to the termination date, including non-cancellable third-party costs. We will return or delete your property and data as agreed, subject to what we are required or entitled to keep by law. Provisions that by their nature should continue, such as payment, confidentiality, intellectual property and liability, continue.

17. Limitation of liability

To the extent permitted by applicable law, our total liability arising out of an agreement is limited to the fees paid or payable for the Services giving rise to the claim, and we are not liable for indirect or consequential loss, or for loss of profit, revenue or data caused by factors outside our control.

Nothing excludes or limits liability for fraud, gross negligence or wilful misconduct, or any liability that cannot lawfully be excluded or limited.

18. Force majeure

Neither party is responsible for failure or delay caused by events beyond its reasonable control, such as natural disasters, power or internet failure, government action, or supplier failure. The affected party will tell the other promptly and take reasonable steps to limit the effect. Payment obligations for work already performed are not excused.

19. Disputes

If a dispute arises, the parties will first try to resolve it in good faith by discussion between their representatives, and then by escalation to senior management, before starting formal proceedings, except where urgent action is needed to protect rights.

20. Governing law and jurisdiction

These terms and any agreement under them are governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai. The competent courts of the UAE have jurisdiction, subject to applicable law and to any mandatory rights.

21. General

If part of these terms is found to be unenforceable, the rest continues to apply. We may update these terms from time to time; the version in force when a Quotation is accepted applies to that agreement.

Contact: Digitronix Advanced Digital Technology Solutions LLC-FZ, Meydan Grandstand, 6th Floor, Al Meydan Road, Nad Al Sheba 1, Dubai, United Arab Emirates. Email: support@digitronix.io.