Terms & Conditions

1. Scope

These Terms & Conditions ("Terms") govern the provision of software development, automation, integration, and consulting services ("Services") by KEELSTONE DIGITAL - FZCO ("Provider", "we", "us"), registered at IFZA Business Park, Dubai Silicon Oasis, Dubai, United Arab Emirates, to its clients ("Client", "you").

By engaging our Services, you agree to be bound by these Terms. Any deviating or conflicting terms of the Client shall only apply if expressly accepted by us in writing.

2. Services & Scope of Work

The scope, deliverables, timeline, and fees for each engagement are defined in a separate Statement of Work ("SOW") or project proposal agreed upon by both parties. In case of conflict between these Terms and a SOW, the SOW shall prevail for that specific engagement.

Our Services may include but are not limited to:

• Custom software design, development, and deployment
• Process automation and workflow optimization
• System integration and API development
• AI strategy consulting and implementation
• Technology consulting and architecture review
• Training and knowledge transfer

3. Project Execution

3.1 Methodology

Unless otherwise agreed, we follow agile methodologies with iterative development cycles. Regular reviews and feedback sessions ensure alignment with your expectations throughout the project.

3.2 Client Cooperation

The Client shall provide timely access to necessary information, systems, personnel, and feedback required for the successful delivery of the Services. Delays caused by insufficient Client cooperation may result in adjusted timelines and additional costs.

3.3 Change Requests

Changes to the agreed scope of work must be submitted in writing. We will assess the impact on timeline and cost and provide an updated proposal. Work on change requests commences only upon written approval by both parties.

4. Fees & Payment

4.1 Pricing

Fees are specified in the respective SOW and may be structured as fixed-price, time-and-materials, or retainer arrangements. All fees are quoted in the currency specified in the SOW and are exclusive of applicable taxes.

4.2 Payment Terms

Invoices are payable within 14 days of the invoice date unless otherwise agreed. Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

4.3 Milestone Payments

For fixed-price projects, payments may be tied to agreed milestones. A deposit of up to 30% of the total project value may be required before work commences.

5. Intellectual Property

5.1 Client Deliverables

Upon full payment, all intellectual property rights in custom-developed deliverables created specifically for the Client shall transfer to the Client, unless otherwise specified in the SOW.

5.2 Pre-existing IP & Tools

Any pre-existing intellectual property, frameworks, tools, libraries, or methodologies used or developed by the Provider remain the property of the Provider. The Client receives a non-exclusive, perpetual, royalty-free license to use such components as part of the delivered solution.

5.3 Third-Party Components

Open-source and third-party components used in deliverables are subject to their respective license terms. The Provider shall inform the Client of any such components and their license obligations.

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement. This obligation survives the termination of the agreement for a period of three (3) years, unless the information becomes publicly available through no fault of the receiving party.

7. Warranties & Liability

7.1 Warranty

We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards. For software deliverables, we provide a warranty period of 30 days from delivery during which we will fix defects at no additional cost, provided the defect is attributable to our work.

7.2 Limitation of Liability

To the maximum extent permitted by law, our total liability under or in connection with the agreement shall not exceed the total fees paid by the Client for the specific project giving rise to the claim. We shall not be liable for any indirect, incidental, consequential, or special damages, including lost profits, regardless of the cause of action.

7.3 Force Majeure

Neither party shall be liable for failure to perform due to events beyond their reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.

8. Termination

Either party may terminate the engagement with 30 days' written notice. In case of termination, the Client shall pay for all Services rendered and expenses incurred up to the effective date of termination. The Provider shall deliver all work-in-progress materials to the Client.

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within 14 days of written notice.

9. Data Protection

Both parties shall comply with applicable data protection laws and regulations. Where the Provider processes personal data on behalf of the Client, a separate Data Processing Agreement shall be executed. For more information, please refer to our Privacy Policy.

10. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates as applicable in the Emirate of Dubai, including the rules and regulations of the IFZA Free Zone.

Any disputes arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation. If no resolution is reached within 30 days, the dispute shall be submitted to the competent courts of Dubai, UAE.

11. Miscellaneous

• Entire Agreement: These Terms, together with the applicable SOW, constitute the entire agreement between the parties and supersede all prior negotiations and agreements.
• Amendments: Any amendments to these Terms must be made in writing and signed by both parties.
• Severability: If any provision of these Terms is held invalid, the remaining provisions shall continue in full force and effect.
• Assignment: Neither party may assign its rights or obligations without the prior written consent of the other party.

12. Contact