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Sayfitech
Contract

Terms of Engagement

The terms on which you may use this website, and on which we scope, price, deliver and stand behind our work.

Last updated
Contents
  1. These terms
  2. Use of this website
  3. Engagement and acceptance
  4. Our services
  5. Your responsibilities
  6. Fees, invoicing and taxes
  7. Intellectual property
  8. Confidentiality
  9. Data protection
  10. Warranties
  11. Limitation of liability
  12. Indemnities
  13. Non-solicitation
  14. Term and termination
  15. Force majeure
  16. Notices
  17. General
  18. Governing law and jurisdiction
01Clause

These terms

  1. Sayfitech Ltd, trading as SAYFI, is a private company incorporated in the Dubai International Financial Centre under the Companies Law, DIFC Law No. 5 of 2018, registered number 10697. Our registered office is at Unit IH-00-01-03-OF-05, Level 3, Innovation Hub, Dubai International Financial Centre, Dubai, United Arab Emirates. Commercial licence CL10697 authorises Innovation & Artificial Intelligence Research & Consultancies; Software House. The provision of financial services is not permitted without a valid licence from the Dubai Financial Services Authority (DFSA). In these terms "we", "us" and "our" mean Sayfitech Ltd, and "you" means the person or organisation using this website or engaging us.
  2. These terms govern your use of this website, and, where we agree to provide services, the basis on which we provide them. Read them before engaging us.
  3. Services are provided under a statement of work: a written scope, timeline and fee schedule that we agree with you (an "SOW"). Each SOW incorporates these terms and, together with them, forms the entire agreement for that engagement (the "Agreement").
  4. If there is a conflict, the order of precedence is: the SOW, then these terms, then any proposal, estimate or presentation. Terms printed on a purchase order or other client document do not apply unless we have accepted them in writing and referred to them expressly.
  5. We may amend these terms for future engagements. The version in force for an engagement is the one published on the date the SOW is signed. Amendments to an existing Agreement must be agreed in writing by both parties.
02Clause

Use of this website

  1. We grant you a limited, revocable, non-exclusive licence to access and view this website for your own information and for evaluating whether to engage us.
  2. All content on this website, text, design, layout, graphics, imagery, code and marks, belongs to us or to our licensors and is protected by intellectual property law. Nothing on the site transfers any right in it to you.
  3. You must not copy or republish substantial parts of the site, extract content by automated means beyond ordinary search engine indexing, attempt to gain unauthorised access to any part of it or the systems behind it, introduce malicious code, or use the site in any way that is unlawful or that impairs its availability to others.
  4. Content on this website is general information about what we do. It is not professional, technical, financial or legal advice, and it is not an offer capable of acceptance. Case studies, figures and descriptions of past work illustrate outcomes achieved in particular circumstances; they are not a representation that comparable results will be achieved for you.
  5. Where we link to a third-party site we do so for convenience. We do not control those sites, we do not endorse them, and we are not responsible for their content or their handling of your data.
  6. We aim to keep the site available but do not warrant uninterrupted or error-free access. We may change, suspend or withdraw any part of it without notice.
03Clause

Engagement and acceptance

  1. An engagement begins when you sign an SOW, or confirm your acceptance of it in writing, or ask us in writing to begin work on the basis of it, whichever happens first.
  2. A proposal or estimate is an indication of anticipated effort and cost based on the information available when it was prepared. It is not a fixed price unless it is expressed to be fixed. Estimates remain open for 30 days unless stated otherwise.
  3. Each SOW records the assumptions and dependencies the estimate rests on. If an assumption proves incorrect, or a dependency is not met, we will tell you promptly and set out the effect on scope, timeline and fees.
  4. Changes to scope are handled by written change control. Neither party is obliged to accept a change; where a change is agreed, the SOW is amended to record its effect on the deliverables, timeline and fees before the additional work starts.
  5. Deliverables are treated as accepted when you confirm acceptance in writing, or when 10 business days have passed after delivery without you notifying us in writing of a material non-conformity, or when you put the deliverable into production use, whichever happens first.
04Clause

Our services

  1. We will perform the services with reasonable skill and care, in accordance with generally accepted professional standards, and using personnel with appropriate skills and experience.
  2. We decide which of our personnel perform an engagement and may substitute them, provided the replacement holds equivalent skills. Where an SOW names a key individual, we will consult you before substituting them.
  3. We may subcontract part of an engagement. We remain responsible to you for work performed by our subcontractors as if we had performed it ourselves.
  4. Dates in an SOW are estimates prepared on the basis of the agreed assumptions and dependencies. They are not of the essence unless the SOW expressly says so.
  5. Our engagement with you is non-exclusive. Nothing in the Agreement prevents us from providing similar services to other clients, including in your sector, provided we comply with our confidentiality obligations.
05Clause

Your responsibilities

  1. You will provide complete and accurate information, make decisions and give approvals within the timeframes recorded in the SOW, and nominate a single point of contact with authority to do so.
  2. You will provide timely access to the people, systems, environments, credentials and third-party services the engagement requires, and will procure any third-party licences and consents needed for us to perform.
  3. You warrant that you own or are licensed to use everything you provide to us for the engagement, content, data, code, trade marks and other materials ("Client Materials"), and that our use of them as contemplated by the Agreement will not infringe the rights of any third party.
  4. You are responsible for the accuracy and legality of the data you place in, or ask us to migrate into, any system we build, and for obtaining any consents required for its processing.
  5. If we are delayed or prevented from performing by your act or omission, we are not liable for the resulting delay or cost, the timeline is extended accordingly, and we may charge for time reserved but not used and for the cost of remobilising.
06Clause

Fees, invoicing and taxes

  1. Fees, the currency of payment and the invoicing schedule are set out in the SOW. Unless stated otherwise, fees are quoted in United States dollars.
  2. Unless the SOW says otherwise, an initial instalment is payable before work begins, and the balance is invoiced against milestones or monthly in arrears.
  3. Invoices are payable within 30 days of the invoice date, without set-off, deduction or counterclaim, to the account we nominate. Bank charges are yours.
  4. We may charge interest on overdue amounts at 1.5% per month, accruing daily from the due date until payment, and may recover the reasonable costs of collection. If an invoice is more than 14 days overdue we may suspend the services on written notice; suspension does not relieve you of the obligation to pay.
  5. Fees are exclusive of value added tax and of any other tax, duty or levy, which you pay in addition at the applicable rate. If you are required by law to withhold or deduct any amount from a payment, you will increase the payment so that we receive the amount we would have received had no withholding or deduction been required.
  6. Third-party costs incurred for your benefit, software licences, cloud and infrastructure consumption, domain and certificate fees, model and API usage, paid media, stock assets, are yours. We will obtain your written approval before committing to them, and will pass them through at cost.
  7. Travel and out-of-pocket expenses are charged at cost where they have been approved in advance in writing.
07Clause

Intellectual property

  1. On receipt of payment in full of all sums due under the relevant SOW, we assign to you all intellectual property rights in the deliverables created specifically for you under that SOW ("Deliverables"), excluding the Background IP and third-party materials described below.
  2. We retain all rights in everything we owned or developed before the engagement, and everything we develop independently of it, our methods, frameworks, architectures, libraries, components, tooling, know-how and templates ("Background IP"). Background IP is not transferred by the assignment above.
  3. Where a Deliverable incorporates Background IP, we grant you a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use, reproduce, modify and maintain that Background IP as part of the Deliverable, including the right to sublicense to a supplier operating the Deliverable for you. That licence does not permit you to exploit the Background IP separately from the Deliverable.
  4. Deliverables may incorporate open source and other third-party components, which are licensed to you on their own terms rather than assigned. We will identify the material components and their licences on request, and will not incorporate a component whose licence would require you to disclose your own source code without telling you first.
  5. Client Materials remain yours. You grant us a non-exclusive licence to use them for the purpose of performing the engagement, and for the period of the engagement.
  6. Until payment is made in full, all rights in the Deliverables remain with us and you have no licence to use them in production. Nothing in this clause obliges us to release credentials, source code or assets before payment.
  7. Nothing in the Agreement restricts either party from using the general skills, knowledge and experience its personnel retain in their unaided memory.
  8. We may identify you as a client and describe the work at a general level in our portfolio and proposals, using your name and logo for that purpose. We will not disclose confidential information, figures or materials you have asked us to keep private, and we will stop on your written request.
08Clause

Confidentiality

  1. "Confidential Information" means information disclosed by one party to the other, in any form, that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure, including commercial terms, technical information, business plans, customer data and the existence and content of the Agreement.
  2. Each party will keep the other's Confidential Information confidential, use it only for the purposes of the Agreement, and protect it with at least the care it applies to its own confidential information of similar importance.
  3. Confidential Information may be disclosed to personnel, professional advisers and subcontractors who need it for the Agreement and who are bound by equivalent obligations. The receiving party remains responsible for their compliance.
  4. These obligations do not apply to information that is or becomes public otherwise than through breach, was lawfully known to the recipient before disclosure, is lawfully received from a third party free of restriction, or is independently developed without reference to the disclosed information.
  5. Where disclosure is required by law, a court or a regulator, the recipient may disclose the minimum necessary, and will where lawfully permitted notify the other party first so it can seek protective relief.
  6. These obligations continue for five years after the end of the Agreement, and indefinitely in respect of information that constitutes a trade secret or personal data.
  7. On written request after the Agreement ends, each party will return or destroy the other's Confidential Information, except for copies retained in routine backups or where retention is required by law, which remain subject to this clause.
09Clause

Data protection

  1. Each party will comply with the data protection legislation applicable to it in connection with the Agreement.
  2. Where we process personal data on your behalf, you are the controller and we are the processor. Before that processing begins the parties will enter into a data processing agreement recording the subject matter, duration, nature and purpose of the processing, the categories of data and data subjects, and our obligations as processor; once signed it forms part of the Agreement.
  3. Personal data we process as controller, for example the contact details of your personnel used to administer the engagement, is handled in accordance with our Privacy Notice.
  4. You will not provide us with personal data beyond what the engagement requires, and will not place production personal data in a development or test environment without our written agreement on the safeguards that apply.
10Clause

Warranties

  1. Each party warrants that it has the authority to enter into the Agreement and that doing so does not breach any obligation it owes to a third party.
  2. We warrant that the services will be performed with reasonable skill and care, and that for 30 days after acceptance each Deliverable will conform in all material respects to the specification in the SOW.
  3. If a Deliverable does not conform, tell us in writing within that period with enough detail for us to reproduce the issue. We will re-perform the services or correct the Deliverable at no additional cost. That is your sole remedy and our entire liability for breach of this warranty.
  4. The warranty does not apply to a non-conformity caused by Client Materials, by modification of a Deliverable by anyone other than us, by use outside the purpose or environment recorded in the SOW, or by the failure or change of a third-party service the Deliverable depends on.
  5. We do not warrant that software will be uninterrupted or free of all defects, that it will be compatible with future versions of third-party platforms, or that any commercial outcome will be achieved.
  6. Where a Deliverable uses artificial intelligence or machine learning, its outputs are probabilistic and can be incorrect. We do not warrant the accuracy of any individual output, and you are responsible for human review before an output is relied on for a decision that affects a person or a material commercial matter.
  7. To the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded from the Agreement.
11Clause

Limitation of liability

  1. Nothing in the Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for a breach of confidentiality, or for any other liability that cannot lawfully be limited or excluded.
  2. Subject to the clause above, neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss of goodwill or reputation, or for any indirect or consequential loss, in each case however arising and whether or not the loss was foreseeable.
  3. Subject to the first clause of this section, each party's total aggregate liability arising out of or in connection with an SOW, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees paid and payable by you under that SOW in the 12 months preceding the event giving rise to the claim.
  4. You are responsible for maintaining backups of your data and for having your own insurance against the risks the Agreement leaves with you. Our liability for loss or corruption of data is limited to the cost of restoring it from the most recent backup you were required to maintain.
  5. Neither party may bring a claim under the Agreement more than 12 months after the date on which it became aware, or ought reasonably to have become aware, of the facts giving rise to it.
  6. The parties agree that the allocation of risk in this section is reflected in the fees and is reasonable in the circumstances.
12Clause

Indemnities

  1. You will indemnify us against losses, liabilities, costs and reasonable legal expenses arising from a third-party claim that Client Materials, or our use of them in accordance with the Agreement, infringe that third party's rights, and from your use of a Deliverable outside the purpose recorded in the SOW.
  2. We will indemnify you against losses, liabilities, costs and reasonable legal expenses arising from a third-party claim that a Deliverable, used as contemplated by the SOW, infringes that third party's intellectual property rights. This does not apply where the claim arises from Client Materials, from modification of the Deliverable by anyone other than us, or from its combination with anything we did not supply.
  3. If a Deliverable becomes the subject of such a claim, we may at our option procure the right for you to continue using it, modify or replace it so that it is non-infringing, or terminate the relevant part of the SOW and refund the fees paid for the affected Deliverable.
  4. An indemnity applies only if the indemnified party notifies the other promptly of the claim, allows the other to control its defence and settlement, makes no admission of liability, and provides reasonable assistance at the indemnifying party's cost.
13Clause

Non-solicitation

  1. During an engagement and for 12 months after it ends, neither party will solicit for employment or engagement any individual of the other who was materially involved in it.
  2. This does not restrict a general recruitment advertisement not targeted at those individuals, or the engagement of a person who responds to one.
14Clause

Term and termination

  1. An SOW runs from its start date until the deliverables are accepted or the stated term ends, unless terminated earlier in accordance with this section.
  2. Either party may terminate an SOW for convenience on 30 days' written notice, unless the SOW says otherwise.
  3. Either party may terminate the Agreement or any SOW immediately on written notice if the other commits a material breach that is not remedied within 14 days of written notice requiring it to be remedied, or becomes insolvent, enters liquidation or administration, or ceases to carry on business.
  4. We may suspend the services, and withhold delivery, where an invoice remains unpaid more than 14 days after the due date and we have given written notice of our intention to do so.
  5. On termination for any reason you will pay for all services performed and expenses and third-party commitments incurred up to the effective date of termination, including work in progress. Amounts already paid are non-refundable except where we terminate for our own convenience or where an indemnity provides otherwise.
  6. On termination we will, on request and once payment has been made in full, deliver the work in progress in the state it has reached, transfer the Deliverables produced to date, and return or destroy your Confidential Information in accordance with the confidentiality section.
  7. Termination does not affect rights accrued before it. The sections on intellectual property, confidentiality, data protection, warranties, limitation of liability, indemnities, non-solicitation, notices and governing law survive it.
15Clause

Force majeure

  1. Neither party is liable for a failure or delay in performing its obligations, other than an obligation to pay, caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic, war, civil unrest, terrorism, act of government, embargo, industrial action not involving its own workforce, failure of a public telecommunications or power network, or the sustained failure of a third-party platform on which the services depend.
  2. The affected party will notify the other promptly, take reasonable steps to mitigate, and resume performance as soon as it reasonably can. Time for performance is extended by the duration of the event.
  3. If the event continues for more than 60 days, either party may terminate the affected SOW on written notice, and you will pay for services performed up to that date.
16Clause

Notices

  1. A notice under the Agreement must be in writing and sent to the recipient's registered address or to the email address each party nominates for the purpose. Notices to us should be sent to legal@sayfi.ai, and by post to our registered office at Unit IH-00-01-03-OF-05, Level 3, Innovation Hub, Dubai International Financial Centre, Dubai, United Arab Emirates.
  2. A notice delivered by hand is served on delivery; sent by internationally recognised courier, on signature of receipt; sent by email, at the time of transmission, or if transmitted after 17:00 in the place of receipt or on a non-business day, at 09:00 on the next business day there.
  3. This section does not apply to the service of proceedings or other documents in a legal action.
17Clause

General

  1. Neither party may assign or transfer the Agreement without the other's written consent, which is not to be unreasonably withheld, except that either party may assign it to a successor to substantially the whole of its business.
  2. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions, proposals and representations. Neither party has relied on any statement not set out in it. Nothing in this clause limits liability for fraudulent misrepresentation.
  3. A variation is effective only if it is in writing and agreed by both parties. A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent a further exercise.
  4. If a provision is held to be invalid or unenforceable, it is to be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remainder of the Agreement is unaffected.
  5. Nothing in the Agreement creates a partnership, joint venture or employment relationship, or makes either party the agent of the other.
  6. A person who is not a party to the Agreement has no right to enforce any of its terms.
  7. The Agreement may be executed in counterparts, including by electronic signature, each of which is an original and which together constitute one instrument.
18Clause

Governing law and jurisdiction

  1. The Agreement, and any dispute or claim arising out of or in connection with it, including a non-contractual one, is governed by the laws of the Dubai International Financial Centre.
  2. The parties submit to the exclusive jurisdiction of the DIFC Courts. Nothing prevents either party from applying to any court of competent jurisdiction for interim or protective relief.
  3. Before commencing proceedings, the parties will use reasonable endeavours to resolve the dispute through discussion between senior representatives within 30 days of one party notifying the other of it.
  4. Where an SOW provides for arbitration instead, the dispute is to be finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, before a single arbitrator, seated in the Dubai International Financial Centre, conducted in English.
  5. The Agreement is made in English. Any translation is provided for convenience only, and the English text prevails in the event of a conflict.