Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and SoftCode Solutions FZC ("SoftCode", "we", "us", or "our"). By accessing or using our services, website, or client portal, you agree to be bound by these Terms. If you do not agree, you may not use our services.

2. Description of Services

SoftCode provides custom AI agent development, workflow automation, legacy system integration, and related consulting services ("Services"). The specific scope, deliverables, and timelines for each engagement are defined in a separate Statement of Work ("SOW") or service agreement executed between you and SoftCode.

3. Client Accounts

• You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
• You agree to provide accurate and complete information during registration and to keep your account information up to date.
• You must notify us immediately of any unauthorized use of your account or any security breach.
• We reserve the right to suspend or terminate accounts that violate these Terms.

4. Client Obligations

As a client, you agree to:

• Provide timely access to systems, data, and personnel reasonably required for SoftCode to deliver the Services.
• Ensure that any data you provide to us is collected and shared in compliance with applicable laws and regulations.
• Not use our Services for any unlawful purpose or in violation of any applicable laws or regulations.
• Not attempt to reverse-engineer, decompile, or disassemble any proprietary technology provided by SoftCode.

5. Intellectual Property

• SoftCode IP: All proprietary tools, frameworks, libraries, and methodologies developed by SoftCode remain the exclusive property of SoftCode. You are granted a non-exclusive, non-transferable license to use such tools solely in connection with the delivered Services.
• Client IP: All data, content, and materials you provide remain your property. SoftCode claims no ownership over your business data.
• Custom Deliverables: Ownership of custom-built solutions is defined in the applicable SOW. Unless otherwise specified, custom deliverables are assigned to the Client upon full payment.

6. Fees and Payment

• Fees for Services are set forth in the applicable SOW or service agreement.
• Invoices are due within 30 days of issuance unless otherwise agreed in writing.
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• All fees are exclusive of applicable taxes, which are the responsibility of the Client.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of the engagement. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law or as necessary to perform the Services (e.g., to sub-processors bound by equivalent confidentiality obligations).

8. Warranties and Disclaimers

SoftCode warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards.

Except as expressly stated herein, services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of Liability

To the maximum extent permitted by law, SoftCode's total aggregate liability for any claims arising under or related to these Terms or the Services shall not exceed the total fees paid by you to SoftCode in the twelve (12) months preceding the claim. In no event shall SoftCode be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity.

10. Term and Termination

• These Terms remain in effect for the duration of your use of our Services.
• Either party may terminate a service engagement with 30 days' written notice, unless otherwise specified in the SOW.
• SoftCode may immediately terminate or suspend access for material breach of these Terms.
• Upon termination, SoftCode will provide a reasonable transition period and return or delete Client data in accordance with our Privacy Policy.

11. Indemnification

You agree to indemnify and hold harmless SoftCode, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney's fees) arising from your breach of these Terms, misuse of the Services, or violation of any applicable law.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates. Any disputes arising under these Terms shall be resolved through binding arbitration in accordance with the rules of the Dubai International Arbitration Centre (DIAC).

13. Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or through our client portal. Continued use of the Services after changes take effect constitutes acceptance of the modified Terms.

14. Contact

For questions regarding these Terms, please contact us at: