Terms of Service

1. Website Use

• You must use the site lawfully and not disrupt, probe, or harm our infrastructure.
• Content on the site is provided “as is” and may change without notice.

2. Engagements & SOWs

Consulting services are delivered under written proposals or SOWs that define scope, timelines, responsibilities, deliverables, and fees. If any SOW conflicts with these Terms, the SOW prevails for that engagement.

3. Client Responsibilities

• Provide timely access, information, and decisions; ensure lawful sharing of any client data.
• Maintain security of your systems and user accounts not managed by us.

4. Fees & Payment

Fees, expenses, invoicing, and taxes are as stated in the applicable SOW. Late payments may incur reasonable interest or suspension of services after notice.

5. Intellectual Property

• Pre-existing IP: Each party retains ownership of its background IP (frameworks, methods, tools, libraries).
• Deliverables: Unless the SOW states assignment, we grant you a worldwide, non-exclusive, royalty-free license to use deliverables for your internal business. We may reuse generalized know-how not containing your confidential information.

6. Confidentiality

Non-public information disclosed by either party must be protected with reasonable care and used only for the engagement. Exceptions include information that is public, independently developed, or rightfully obtained from a third party without duty of confidentiality.

7. Data Protection

Each party shall comply with applicable data protection laws. If processing personal data on your behalf, our role is that of a processor and yours a controller, and a Data Processing Addendum (DPA) will apply upon request. Contact info@infoxiom.com.

8. Warranties & Disclaimers

• We warrant services will be performed in a professional and workmanlike manner. Your exclusive remedy is re-performance of the nonconforming services.
• Except as expressly stated, we disclaim all other warranties, including merchantability, fitness for a particular purpose, and non-infringement. Insights, models, or forecasts are not guarantees of outcomes.

9. Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, nor for lost profits, revenues, or data. Each party’s aggregate liability under these Terms and any SOW is limited to the amounts paid or payable for the specific services giving rise to the claim in the 12 months preceding the claim.

10. Non-Solicitation

During the engagement and for 12 months after, neither party will solicit for employment the other’s personnel who directly worked on the engagement, except through general public job postings.

11. Termination

Either party may terminate an SOW for material breach not cured within 30 days of notice. Upon termination, you shall pay for services rendered and approved expenses to date. Sections that by nature should survive will do so (e.g., fees, IP, confidentiality, data protection, liability, governing law).

12. Governing Law & Disputes

Unless another jurisdiction is specified in an SOW, these Terms are governed by the laws of the United Arab Emirates. Courts of Abu Dhabi (or ADGM, if designated in the SOW) shall have exclusive jurisdiction. Parties will first attempt good-faith negotiation before litigation.

13. Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., acts of God, wars, labor disputes, internet failures, governmental actions).

14. Changes

We may update these Terms for the website from time to time. Engagement-specific changes require written agreement in an SOW or amendment.

15. Contact

Notices and legal inquiries: info@infoxiom.com