Terms &
Conditions

The following definitions apply throughout these Terms and any associated Service Order or License Schedule.

ZEYATEK shall perform Professional Services in a professional and workmanlike manner in accordance with the scope defined in the applicable Service Order. Client agrees to provide timely decisions, access to relevant personnel, and all necessary information to enable ZEYATEK to perform. Any delay caused by Client's failure to cooperate shall not constitute a breach by ZEYATEK and shall entitle ZEYATEK to an equitable extension of timelines and, if applicable, additional fees.

Subject to Client's compliance with the Agreement and full payment of Fees, ZEYATEK grants Client a non-exclusive, non-transferable, revocable license to use the Software in object code form for internal business purposes only, as specified in the License Schedule. Client shall not: (a) reverse engineer, decompile, or disassemble the Software; (b) sublicense, sell, or transfer the Software; or (c) use the Software beyond the scope of the license granted, except as expressly permitted by applicable mandatory law.

Subject to Client's compliance with the Agreement and full payment of Fees, ZEYATEK grants Client a non-exclusive, non-transferable right during the Service Order term to permit Authorized Users to access and use the SaaS Services for Client's internal business purposes. ZEYATEK will use commercially reasonable efforts to maintain availability in accordance with any service level terms set forth in the applicable Service Order. ZEYATEK reserves the right to update, modify, or discontinue features of the SaaS Services with reasonable notice.

Where ZEYATEK resells Products manufactured or licensed by a third party, Client acknowledges that such Products are subject to the original third-party supplier's own terms, warranties, and end-user license agreements. ZEYATEK shall pass through any applicable warranties to Client to the extent permitted by the original supplier. ZEYATEK makes no independent warranties regarding such Products and shall have no liability for defects, failures, or non-performance attributable to the third-party supplier.

Any change to the agreed scope of work must be mutually agreed in a written Change Order signed by both Parties. ZEYATEK is not obligated to perform out-of-scope work and may charge additional fees for any work performed beyond the agreed scope at the written request of Client.

ZEYATEK and its licensors retain all right, title, and interest in and to: (a) the Software; (b) the SaaS Services and all underlying technology; (c) all deliverables, work product, methodologies, frameworks, tools, and know-how developed or used by ZEYATEK in connection with Professional Services, whether or not specifically developed for Client; and (d) all Intellectual Property Rights in the foregoing. Nothing in this Agreement conveys ownership of any ZEYATEK IP to Client. Any rights not expressly granted are reserved.

Client retains all right, title, and interest in and to Client Content. Client grants ZEYATEK a limited, non-exclusive, royalty-free right to use Client Content solely to perform under the Agreement. ZEYATEK shall not use Client Content for any other purpose without Client's prior written consent.

If Client voluntarily provides suggestions, ideas, or feedback regarding ZEYATEK's products or services, ZEYATEK may incorporate and use such feedback without restriction, compensation, or obligation to Client.

No license or right is granted by implication, estoppel, or otherwise beyond what is expressly stated in this Agreement. Client's access to or use of the Software, SaaS Services, or deliverables does not confer any ownership or transfer of any Intellectual Property Rights.

Each Party agrees to: (a) protect the other Party's Confidential Information with no less care than it uses for its own confidential information, and in no event less than a reasonable standard of care; (b) use Confidential Information only as necessary to exercise its rights or perform its obligations under the Agreement; and (c) not disclose Confidential Information to third parties except as permitted under Section 4.2.

A Party may disclose Confidential Information to its employees, contractors, advisors, or Affiliates who have a need to know, provided such persons are bound by written confidentiality obligations at least as protective as those in this Agreement. A Party may also disclose Confidential Information as required by law or court order, provided it gives the other Party prompt prior written notice (to the extent permitted by law) and cooperates with any effort to seek a protective order.

Confidentiality obligations under this Section 4 shall survive the expiration or termination of this Agreement for a period of five (5) years; provided that obligations with respect to trade secrets shall survive indefinitely.

Fees shall be as set forth in the applicable Service Order or License Schedule. Unless otherwise agreed in writing, invoices are due and payable within thirty (30) days of the invoice date. ZEYATEK may require advance payment or deposits prior to commencement of services at its discretion.

If Client disputes any invoice in good faith, Client must provide written notice of the specific basis for the dispute within the payment period and pay the undisputed portion without delay. The Parties shall cooperate in good faith to resolve any dispute promptly. Disputed amounts shall not accrue late payment interest while under bona fide dispute, provided such dispute is raised promptly.

All Fees are exclusive of applicable taxes, levies, duties, or similar governmental charges, including value-added tax (VAT). Client is solely responsible for all such taxes imposed on the transaction, excluding taxes based on ZEYATEK's net income. If ZEYATEK is required by law to collect such taxes, they will be added to the invoice and are payable by Client.

Client shall not withhold, reduce, or set off any Fees due under this Agreement against any alleged breach, counterclaim, or other claim against ZEYATEK, except as expressly provided in Section 5.2. All payment obligations are absolute and unconditional.

If any undisputed invoice remains unpaid more than thirty (30) days past due, ZEYATEK may: (a) charge interest at the rate of 1% per month (or the maximum rate permitted by applicable law, whichever is less), accruing from the due date; and (b) suspend services in accordance with Section 9.1 until all outstanding amounts are paid in full. All costs of collection, including reasonable legal fees, shall be borne by Client.

ZEYATEK warrants that Professional Services will be performed with reasonable skill and care by appropriately qualified personnel. Client must notify ZEYATEK in writing of any alleged non-conformance within thirty (30) days of the relevant service being performed. ZEYATEK's sole obligation for a breach of this warranty is to re-perform the non-conforming services at no additional charge.

ZEYATEK warrants that the Software will materially conform to its published documentation for sixty (60) days from delivery. ZEYATEK shall use commercially reasonable efforts to correct any reported, reproducible non-conformity. If ZEYATEK is unable to provide a correction within a reasonable time, Client's exclusive remedy is to terminate the relevant License Schedule and receive a refund of the prepaid, unused license fees.

ZEYATEK warrants that the SaaS Services will materially conform to the applicable documentation during the Service Order term. Any warranty claim must be raised within thirty (30) days of the issue arising. ZEYATEK's sole obligation is to restore conformance or, if unable to do so within a reasonable period, to provide a pro-rated refund of the Fees paid for the affected period.

ZEYATEK provides no independent warranty for Products or software sourced from third parties and resold to Client. Any warranty for such Products is provided solely by the original manufacturer or licensor, and ZEYATEK's sole obligation is to pass through the benefit of such warranty to the extent permitted by the relevant supplier agreement.

ZEYATEK shall defend Client against any third-party claim alleging that the Software or SaaS Services (as directly provided by ZEYATEK, unmodified) infringe a patent, copyright, or trade secret. ZEYATEK shall pay any finally awarded damages or agreed settlement costs, provided Client:

• Promptly notifies ZEYATEK in writing upon becoming aware of the claim;
• Grants ZEYATEK sole control over the defense and settlement; and
• Provides ZEYATEK with all reasonable cooperation and assistance.

If an infringement claim arises or appears likely, ZEYATEK may at its option: (i) procure the right for Client to continue use; (ii) modify or replace the Software or SaaS to make it non-infringing; or (iii) terminate the applicable license and refund the prepaid, unused portion of Fees. This Section 7.1 states ZEYATEK's entire liability and Client's sole remedy for any IP infringement claim.

Client shall defend, indemnify, and hold harmless ZEYATEK and its officers, directors, employees, agents, and Affiliates from and against any third-party claims, losses, damages, costs, and expenses (including legal fees) arising from:

• Client Content, including any allegation that it infringes a third party's rights or violates any applicable law;
• Client's breach of any term of this Agreement;
• Client's use of the Software, SaaS Services, or Products in a manner not authorized by or inconsistent with this Agreement; or
• Any act or omission of Client's Authorized Users.

ZEYATEK shall have no indemnification obligation with respect to Products that are manufactured or developed by third parties and resold to Client, except to the extent ZEYATEK is able to pass through the benefit of an indemnity actually received from the relevant original supplier.

Except as set forth in Section 8.3, each Party's total aggregate liability to the other for all claims arising out of or related to this Agreement (whether in contract, tort, negligence, or otherwise) shall not exceed the total Fees actually paid by Client to ZEYATEK during the twelve (12) calendar months immediately preceding the event giving rise to the claim.

The limitations in Sections 8.1 and 8.2 shall not apply to:

• Either Party's obligation to pay amounts properly due and owing under this Agreement;
• Either Party's indemnification obligations under Section 7;
• A Party's liability for death, personal injury, or fraud caused by its own gross negligence or wilful misconduct; or
• Client's breach of ZEYATEK's Intellectual Property Rights.

The Parties acknowledge that the limitations in this Section 8 reflect a reasonable allocation of risk and are an essential basis of the bargain between the Parties. ZEYATEK would not have entered into this Agreement without these limitations.

ZEYATEK may immediately suspend Client's access to the Software or SaaS Services, without liability, if: (a) Client fails to pay any undisputed amount within thirty (30) days of its due date; (b) ZEYATEK reasonably suspects unauthorized use, security breach, or violation of applicable law by Client or its Authorized Users; or (c) ZEYATEK is required to do so by any regulatory authority. ZEYATEK will use reasonable efforts to provide advance notice of suspension where practicable.

The Agreement commences on the effective date of the first Service Order or License Schedule and continues until no Service Order or License Schedule remains in effect, or until terminated as provided herein.

Either Party may terminate this Agreement (or any affected Service Order or License Schedule) upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure within thirty (30) days of written notice specifying the breach in reasonable detail; or (b) becomes insolvent, is unable to pay its debts as they fall due, or is subject to any bankruptcy, liquidation, or administration proceedings.

Upon expiration or termination of the Agreement:

• All licenses and rights granted to Client shall immediately terminate;
• Client shall immediately cease all use of the Software and SaaS Services and delete or return all copies of Software in its possession;
• All Fees accrued and unpaid prior to termination shall immediately become due and payable;
• Each Party shall promptly return or securely destroy the other Party's Confidential Information; and
• ZEYATEK shall make Client Content available for retrieval for a period of thirty (30) days following termination, after which ZEYATEK may delete it.

Sections 3, 4, 5, 6.5, 7, 8, 9.4, 9.5, 10, 11, and 12 shall survive any termination or expiration of this Agreement.

Each Party shall comply with all applicable laws, regulations, and governmental orders in performing its obligations and exercising its rights under this Agreement, including but not limited to data protection, privacy, anti-corruption, anti-bribery, export control, and sanctions laws applicable in the UAE and any other relevant jurisdiction.

Client shall not use, and shall ensure that its Authorized Users do not use, the Software or SaaS Services to:

• Violate any applicable law, regulation, or third-party right;
• Transmit malicious code, viruses, or any content that is unlawful, harmful, defamatory, or obscene;
• Attempt to gain unauthorized access to any system, network, or data;
• Interfere with or disrupt the integrity or performance of the Services; or
• Circumvent or attempt to circumvent any security, access control, or licensing mechanism.

Both Parties confirm that they have not and will not offer, pay, promise, or authorize any payment or benefit to any person for the purpose of improperly influencing any act or decision in connection with this Agreement. A breach of this clause by either Party shall entitle the other to terminate this Agreement with immediate effect.

To the extent ZEYATEK processes personal data on behalf of Client, the Parties shall enter into a separate data processing agreement as required by applicable law. Each Party shall at all times comply with applicable data protection legislation, including the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data.

Neither Party shall be liable for any delay or failure in performance (other than payment obligations) caused directly or indirectly by a Force Majeure Event, provided the affected Party: (a) notifies the other Party in writing as soon as reasonably practicable; (b) uses commercially reasonable efforts to mitigate the impact and resume performance; and (c) provides regular updates on the expected duration of the disruption.

If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected Service Order or License Schedule on written notice without liability, except that Client shall pay for all work completed and costs incurred by ZEYATEK up to the date of termination.

ZEYATEK is an independent contractor and nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Neither Party shall have authority to bind or obligate the other in any way.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Abu Dhabi Global Market (ADGM), United Arab Emirates, without regard to its conflict of laws principles.

In the event of any dispute arising out of or in connection with this Agreement, the Parties shall first attempt to resolve it through escalation to senior management of both Parties within fifteen (15) days of a written notice of dispute. If unresolved within thirty (30) days of such notice, either Party may refer the dispute to the exclusive jurisdiction of the courts of the ADGM. ZEYATEK reserves the right to seek injunctive or equitable relief in any court of competent jurisdiction without this process.

Client may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of ZEYATEK. ZEYATEK may assign this Agreement, in whole or in part, to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets without Client's consent, provided ZEYATEK gives Client written notice.

All notices under this Agreement must be in writing and delivered by hand, courier, or email (with read receipt or confirmed delivery) to the addresses set forth in the applicable Service Order or License Schedule. Notices shall be deemed received: on the day of delivery if by hand or courier; or on the next business day if by email.

This Agreement, together with all applicable Service Orders and License Schedules, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, negotiations, representations, and agreements. Any terms on Client's purchase order or other Client documentation that conflict with or add to these Terms are expressly excluded.

No amendment to this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right or remedy shall constitute a waiver thereof. No single or partial exercise of any right or remedy shall preclude any further exercise of that or any other right or remedy.

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remainder of the Agreement shall continue in full force and effect.

This Agreement does not confer any rights or remedies on any third party. No third party shall have any right to enforce or rely on any provision of this Agreement.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute a single instrument. Electronic signatures shall be valid and binding.