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STANDARD TERMS AND CONDITIONS OF SALE

By executing a Service Order, Statement of Work (SOW), Proposal, or accessing and using our Services, you ("Client," "your," or "User") agree to be bound by these Terms.

  1. Structure of Agreement & Precedence

    1. The Agreement Framework: The legal relationship between Managed Co for IT Solutions ("Company," "we," "us," or "our") and the Client is defined by these Master Terms, alongside any mutually executed Statement of Work (SOW), Service Order, Service Level Agreement (SLA), or formal Proposal (each, an "Ordering Document").
    2. Order of Precedence: In the event of an explicit conflict or discrepancy between these Master Terms and any mutually executed Ordering Document, the terms of the mutually executed Ordering Document shall take precedence and control, but solely with respect to the specific Services governed by that Ordering Document.
    3. No Unilateral Oral Variations: No variation, override, or customized amendment to these Terms shall be binding unless documented in writing and signed by authorized representatives of both parties.

  2. Governing Law & Jurisdiction

    1. Except as explicitly agreed otherwise in a mutually executed Ordering Document, this Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates applicable therein.
    2. Except as explicitly agreed otherwise in a mutually executed Ordering Document, any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, shall be subject to the exclusive jurisdiction of the Courts of Dubai, United Arab Emirates.

  3. Global Delivery, Operations & Workforce Structure

    1. Operational Entities & Subsidiaries: Managed Company is registered, incorporated, and headquartered in the United Arab Emirates. We control and operate the Services from our corporate offices in the UAE.

    2. Global Delivery Model: Client acknowledges and consents that Managed Company utilizes a global delivery model. Services, administrative tasks, and back-office execution may be performed, managed, or supported by Managed Company personnel, affiliates, or subcontractors operating in international jurisdictions, including but not limited to the Republic of the Philippines.

    3. No Employment Relationship: Any assigned virtual assistants, engineers, recruiters, or operations staff (collectively, "Assigned Personnel") are sole employees or independent contractors of Managed Company or its local affiliates. Under no circumstances shall Assigned Personnel be deemed employees, direct agents, or partners of the Client. Client is not responsible for paying Assigned Personnel's taxes, social benefits, or local labor contributions.

  4. Fees, Invoicing & UAE Tax Compliance

    1. Currency and Billing: All fees, charges, and rates are denominated and invoiced in United Arab Emirates Dirhams (AED), unless explicitly specified otherwise in an authorized Ordering Document (such as regional currencies like AUD, USD, or PHP).
    2. VAT Compliance: In compliance with Federal Decree-Law No. (8) of 2017 on Value Added Tax (VAT) in the UAE and its subsequent amendments, all Services delivered or utilized within the UAE are subject to VAT at the prevailing standard rate (currently 5%), which shall be added to the invoice and paid by the Client.
    3. Payment Terms: Standard payment terms are strictly Net 14 days from the invoice date, unless otherwise specified in the applicable SOW or Proposal. Payments must be settled via bank transfer, credit card, or corporate direct debit to Managed Company's designated bank account.
    4. Late Payment Penalties: Any undisputed invoices unpaid after the due date shall accumulate interest at a rate of 1.5% per month (or the maximum rate permitted by local law, whichever is lower) on the outstanding balance, calculated daily from the due date until paid in full.

  5. Cybersecurity, MDR & vCISO Liability Allocations

    1. No Guarantee of Absolute Security: Client acknowledges that cybersecurity threats, software exploits, ransomware variants, and social engineering tactics change constantly. Managed Company’s MDR, threat monitoring, and infrastructure security services are designed to dramatically reduce, mitigate, and respond to risk. However, Managed Company does not guarantee, warrant, or represent that the Services will prevent 100% of unauthorized system access, data breaches, system downtime, or cyber security incidents.
    2. Client Responsibilities: Client agrees to maintain baseline security hygiene as advised by Managed Company, including enforcing Multi-Factor Authentication (MFA), keeping local hardware systems up-to-date, and participating in scheduled security reviews. Managed Company is not responsible for security breaches resulting from client-side policy overrides, bypassed MFA, or employee negligence.
    3. Advisory Services (vCISO): Virtual CISO services are advisory and strategic in nature. Compliance audits, maturity scores, and governance recommendations (e.g., ISO 27001 or Essential Eight) represent professional evaluations based on data provided by the Client. Final implementation and operational risk ownership remain the sole responsibility of the Client’s corporate board and executive management.

  6. Limitation of Liability

    1. Liability Cap: Except as explicitly agreed otherwise in a mutually executed Ordering Document, in no event shall the aggregate liability of Managed Company, its affiliates, directors, or employees for any losses, damages, claims, or causes of action arising out of or related to this Agreement (whether in contract, tort, strict liability, or breach of statutory duty) exceed the total fees actually paid by Client to Managed Company in the three (3) month period immediately preceding the event giving rise to the claim.
    2. Exclusion of Consequential Damages: Managed Company shall not be liable to Client for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, data corruption, or business interruption, even if advised of the possibility of such damages.

  7. Non-Solicitation of Personnel

    1. The Restriction: Client recognizes that Managed Company invests significant resources in recruiting, vetting, training, and retaining high-caliber technical, operational, and administrative personnel globally (including in the UAE and the Philippines). Client agrees that during the term of this Agreement and for a period of twelve (12) months following its termination, Client shall not, directly or indirectly, solicit, recruit, hire, or engage as an independent contractor any employee or subcontractor of Managed Company who was assigned to or interacted with the Client.
    2. Liquidated Damages: In the event of a breach of Section 7.1, Client agrees to pay Managed Company as liquidated damages, and not as a penalty, an amount equal to 100% of the annual compensation package (including base salary, allowances, and bonuses) of the solicited individual. This fee is payable immediately upon the hire or engagement of the individual by the Client. This provision survives the termination of the Agreement and applies globally across all service locations (including the UAE and the Philippines) unless explicitly waived in writing.

  8. Intellectual Property Rights

    1. Background IP: Managed Company retains exclusive ownership, title, and intellectual property rights over all pre-existing tools, software, proprietary frameworks, security playbooks, network configurations, Terraform scripts, and templates utilized or developed by Managed Company prior to or during the performance of the Services.
    2. Foreground IP: Except as explicitly agreed otherwise in a mutually executed Ordering Document, and subject to full and final payment of all outstanding invoices, any custom-developed deliverables, code, or reports created specifically for the Client under an active SOW (excluding Background IP integrated therein) shall be assigned to and owned exclusively by the Client.

  9. Confidentiality & Data Protection

    1. Confidential Information: Each party agrees to hold in confidence and protect all non-public, sensitive commercial, technical, and financial information disclosed by the other party with at least the same degree of care it uses to protect its own confidential data (but no less than a reasonable standard of care).
    2. Data Privacy Compliance: Both parties shall comply with their respective obligations under applicable data protection legislations, including the UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection (PDPL) and, where applicable, cross-border transmission regulations regarding client telemetry and personnel records.

  10. Term & Termination

    1. Term: This Agreement shall commence on the Effective Date and continue until all active SOWs, Proposals, or Service Orders have expired or have been terminated.
    2. Termination for Convenience: Unless otherwise specified in an active Ordering Document, either party may terminate this Agreement or an active recurring service SOW by providing sixty (60) days written notice to the other party.

    3. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party:

    • Commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of the breach; or

    • Becomes insolvent, files for bankruptcy, or undergoes liquidation.

  11. Contact Information
    If you have any questions or require clarification regarding these Terms and Conditions, please contact us at:
    Email: [email protected]
    Phone: +971 50 472 1032
    Registered Address: Al Rigga, Dubai, United Arab Emirates