Terms of Service

1 Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Softaxis Technologies LLC, a company incorporated in Dubai, United Arab Emirates ("Softaxis", "we", "our", or "us").

By accessing our website (softaxis.ae), submitting an inquiry, entering into a project agreement, or using any of our services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use our website or engage our services.

2 Description of Services

Softaxis Technologies LLC provides professional software engineering services including, but not limited to:

• Custom software development and architecture consulting
• Web and mobile application development
• Artificial intelligence and machine learning integration
• Cloud infrastructure and DevOps engineering
• API development and third-party system integration
• Cybersecurity audits and secure software design
• Business process automation and workflow engineering

The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate project agreement or Statement of Work issued prior to commencement. We reserve the right to decline any engagement at our sole discretion.

3 Project Engagements

All project engagements are governed by the following general principles:

• Scope definition — Work is performed based on the agreed scope in the signed Statement of Work. Changes to scope must be agreed in writing by both parties and may affect timeline and cost.
• Change requests — Any additions, modifications, or removals from the original scope constitute a change request and will be assessed for time and cost impact before implementation.
• Timelines — Estimated timelines are provided in good faith. Delays caused by client unavailability, late feedback, or incomplete information may extend the project timeline without penalty to Softaxis.
• Acceptance — Deliverables are considered accepted if the client does not raise written objections within the review period specified in the project agreement, or within 7 business days if no period is specified.
• Subcontracting — We may engage qualified subcontractors to assist in delivery while retaining full responsibility for the work product.

4 Payment Terms

Payment terms are specified in each project agreement. General terms that apply unless stated otherwise:

• Invoicing — Invoices are issued in accordance with the agreed payment schedule (typically milestone-based or monthly).
• Payment due date — Invoices are due within 14 calendar days of issuance unless otherwise agreed in writing.
• Late payments — Overdue invoices may incur a late payment fee of 1.5% per month on the outstanding balance, or the maximum permitted by applicable law.
• Suspension of work — We reserve the right to suspend or pause work if invoices remain unpaid beyond 30 days, without liability for delays this may cause.
• Currency — All invoices are issued in USD (United States Dollars) unless otherwise agreed. Currency conversion costs are the client's responsibility.
• Taxes — Fees quoted are exclusive of VAT or any applicable taxes unless explicitly stated. UAE VAT may apply where required by law.

5 Intellectual Property

Intellectual property rights are allocated as follows, unless explicitly stated otherwise in the project agreement:

• Client IP — Upon receipt of full payment, Softaxis assigns to the client all rights, title, and interest in the custom-developed work product created specifically for that client under the engagement.
• Pre-existing IP — Softaxis retains all rights to pre-existing tools, libraries, frameworks, methodologies, and generic components used in delivering the services. Where such components are embedded in the deliverable, Softaxis grants the client a perpetual, non-exclusive licence to use them within the delivered solution.
• Open-source components — Deliverables may incorporate open-source software, which is subject to its respective licences. We will identify any material open-source components used.
• Portfolio rights — Unless the client requests otherwise in writing, Softaxis reserves the right to reference the engagement (without disclosing confidential information) in our portfolio, case studies, and marketing materials.

6 Confidentiality

Both parties agree to hold in strict confidence any proprietary, technical, business, or financial information disclosed during the engagement that is designated as confidential or that a reasonable person would understand to be confidential ("Confidential Information").

• Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law.
• Each party shall use Confidential Information only for the purposes of the engagement and shall protect it with at least the same degree of care used to protect its own confidential information.
• Obligations of confidentiality survive termination of the engagement for a period of three (3) years.
• Confidential Information does not include information that is publicly available, already known to the receiving party, or independently developed without reference to the disclosed information.

Where required, we are willing to sign a separate Non-Disclosure Agreement (NDA) prior to commencing discussions.

7 Client Obligations

To enable us to deliver services effectively, the client agrees to:

• Provide accurate, complete, and timely information, materials, and access required for the project.
• Designate a primary point of contact with authority to make decisions on the client's behalf.
• Provide timely feedback and approvals within agreed review periods.
• Ensure that all materials provided to Softaxis (including content, data, and third-party assets) are owned by the client or properly licensed, and do not infringe any third-party rights.
• Not use our services for any unlawful, fraudulent, or harmful purpose.
• Maintain appropriate access credentials and notify us immediately of any security breach or unauthorised access.

Softaxis shall not be liable for any failure to deliver services that is caused, directly or indirectly, by the client's failure to meet these obligations.

8 Warranties & Disclaimers

Softaxis warrants that:

• Services will be performed by qualified professionals in a workmanlike manner consistent with industry standards.
• We have the right to enter into agreements to provide the services described.
• Deliverables will materially conform to the specifications agreed in the project documentation.

Except as expressly stated above, services and deliverables are provided "as is". We disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9 Limitation of Liability

To the maximum extent permitted by applicable law, Softaxis Technologies LLC's total aggregate liability to the client for any claims arising out of or related to an engagement shall not exceed the total fees paid by the client for the specific deliverable or service that gave rise to the claim in the three (3) months preceding the event.

In no event shall Softaxis be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of revenue, profit, data, business opportunity, or goodwill
• Damages arising from third-party services, APIs, or infrastructure outside our control
• Delays or failures caused by events beyond our reasonable control (force majeure)

10 Indemnification

The client agrees to indemnify, defend, and hold harmless Softaxis Technologies LLC and its employees, contractors, and agents from any claims, losses, damages, costs, or liabilities (including reasonable legal fees) arising from:

• The client's breach of these Terms or any project agreement
• The client's use of deliverables in a manner not contemplated by the project scope
• Any claim that materials provided by the client infringe a third party's intellectual property or other rights
• The client's violation of any applicable law or regulation

11 Termination

Either party may terminate a project engagement as follows:

• Termination for convenience — Either party may terminate with 30 days' written notice. The client shall pay for all work completed up to the termination date.
• Termination for cause — Either party may terminate immediately upon written notice if the other party materially breaches these Terms or the project agreement and fails to cure the breach within 14 days of receiving written notice.
• Termination for non-payment — We may terminate the engagement immediately if the client fails to make payment within 30 days of the due date after written notice.

Upon termination, the client shall pay all outstanding fees for work completed. Sections relating to intellectual property (to the extent paid for), confidentiality, limitation of liability, and governing law survive termination.

12 Website Use

By using softaxis.ae, you agree that you will not:

• Use the website in any way that violates applicable local, national, or international law or regulation
• Attempt to gain unauthorised access to any part of the website or its underlying systems
• Transmit any unsolicited or unauthorised advertising, spam, or similar communications
• Reproduce, duplicate, copy, or re-sell any part of the website without our express written consent
• Scrape, crawl, or use automated tools to collect content or data from the website

We reserve the right to restrict access to the website without notice. The website is provided for informational purposes. Content is subject to change without notice.

13 Amendments to Terms

We reserve the right to modify these Terms at any time. The updated version will be published on this page with a revised "Last Updated" date. For existing project engagements, changes to these Terms will not apply retroactively unless agreed by both parties in writing.

Your continued use of our website or services after changes take effect constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.

14 Governing Law & Dispute Resolution

These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the United Arab Emirates and the Emirate of Dubai, without regard to its conflict of law principles.

The parties agree to attempt to resolve any dispute through good-faith negotiation within 30 days of written notice. If the dispute cannot be resolved through negotiation, it shall be submitted to the exclusive jurisdiction of the courts of Dubai, UAE.

15 Contact Us

For any questions regarding these Terms of Service, or to discuss a project engagement, please contact us:

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