Terms of Service

1Contract documents and order of priority

Each project or service may be governed by one or more of the following documents:

1. a signed contract;
2. a signed proposal or statement of work;
3. an accepted quotation;
4. a service-level agreement, data-processing agreement or other service schedule;
5. these Terms; and
6. other materials published on our website.

If there is a conflict, the documents apply in the order listed above. A higher-priority document overrides a lower-priority document only to the extent of the conflict.

A proposal, quotation or contract may include additional or different terms for a particular project.

2Our services

We provide technology and related professional services, which may include:

• artificial intelligence and data services;
• AI agents and automation;
• custom software and mobile applications;
• device, embedded-system and chip programming;
• virtual reality and augmented reality;
• cybersecurity services;
• cloud, hosting and managed IT services;
• IT consulting;
• e-commerce services; and
• digital marketing.

The precise scope, deliverables, assumptions, price, payment schedule and estimated timeline for each project will be stated in the applicable quotation, proposal, statement of work or contract.

Unless expressly described as included, ongoing hosting, maintenance, technical support, data entry, content creation, software licences, advertising spend and third-party services are not included in the project price.

3Quotations and acceptance

Unless a quotation states otherwise, it remains valid for 30 calendar days from its date.

You accept a quotation when you:

• sign it;
• confirm acceptance by email or another agreed written method;
• pay the requested deposit;
• complete an online checkout that refers to these Terms; or
• clearly instruct us to begin the work.

We are not required to begin work until the quotation has been accepted, any required deposit has been received, you have provided the information and access reasonably needed to begin, and any required third-party accounts or approvals are available.

Project dates provided before these conditions are satisfied are estimates and may need to be revised.

4Scope and changes

We will perform the services described in the agreed project documents.

A request that changes the scope, assumptions, features, integrations, volume, technical environment or delivery requirements may be treated as a change request.

Before performing material work outside the agreed scope, we may provide a revised quotation, additional fee, revised delivery schedule or separate statement of work. We are not required to perform additional work until the change has been approved in writing.

Minor changes that do not materially affect cost or timing may be handled without a formal change order at our discretion.

5Your responsibilities

You agree to:

• provide accurate and complete information;
• appoint an authorized contact for the project;
• provide timely decisions, approvals and feedback;
• provide the accounts, systems, credentials and access reasonably required;
• maintain appropriate backups of your systems and data;
• test deliverables within the agreed review period;
• use our services lawfully;
• follow applicable third-party terms and licences; and
• obtain all permissions, consents and rights required for content, data, systems and materials you provide to us.

You confirm that our authorized use of materials you provide will not unlawfully infringe another person’s rights.

You remain responsible for the accuracy, legality and suitability of your business content, customer data, product information, advertising claims and instructions.

6Customer delays and dependencies

Our ability to deliver may depend on timely cooperation from you and from third parties.

If you delay information, access, approvals, content, testing or feedback, the delivery schedule may be extended, affected work may be paused, reserved personnel may be reassigned, additional work may require additional fees, and an inactive project may be rescheduled after reasonable notice.

We are not responsible for delays caused by incomplete instructions, unavailable customer systems, customer-requested changes or third-party products and services outside our control.

7Prices, taxes and expenses

Prices are stated in UAE dirhams unless the applicable quotation or checkout page says otherwise.

Unless expressly stated as inclusive, prices exclude VAT and other applicable taxes. Taxes will be charged as required by law.

You are also responsible for approved third-party costs and reasonable project expenses, including applicable costs for domain registrations, cloud infrastructure, software and API licences, app-store accounts and submission fees, stock media, advertising spend, hardware, travel and specialist subcontractors.

We will obtain your approval before incurring a material third-party cost that was not already included in the agreed project documents.

8Payment methods

Available payment methods are shown at checkout or stated on the applicable invoice. They may vary according to location, currency and transaction.

Card and supported wallet payments may be processed by Stripe or another identified payment provider. The payment provider’s terms and privacy policy also apply to its processing of the transaction.

Bank transfer may be available for invoices. You are responsible for bank charges, currency-conversion fees and similar payment costs charged by your financial institution.

9Invoices and overdue amounts

Unless the applicable quotation or invoice states otherwise, invoices are due within 14 calendar days of the invoice date.

If an amount is overdue, we may, after giving reasonable notice, pause the affected work, withhold undelivered work, suspend hosting, support or subscription services, revise the delivery schedule and decline to begin additional work.

Suspension does not remove your obligation to pay amounts already due. We will not suspend a service without notice unless immediate action is reasonably required to protect security, prevent unlawful activity or avoid material harm.

You must notify us promptly if you reasonably dispute an invoice. The undisputed portion remains payable while the dispute is reviewed.

10Deposits

A quotation may require a deposit to cover planning, onboarding, reserved capacity, initial work and committed costs.

Before work starts, an unused deposit may be refunded, less any non-recoverable costs disclosed to you.

After work starts, the deposit will be applied to planning and onboarding already performed, time and capacity reserved for the project, work completed, committed third-party costs and any reasonable non-refundable reservation fee clearly stated in the quotation.

If the amount paid exceeds the amounts properly due when a project ends, we will refund the remaining balance, subject to these Terms and any mandatory rights under applicable law.

11Subscriptions and automatic renewal

Hosting, maintenance, support and other recurring services may be sold as subscriptions. The price, initial term and renewal period will be stated in the applicable quotation, contract or checkout page.

Unless stated otherwise, a subscription automatically renews for the same period until cancelled.

You may cancel a subscription by emailing hello@zabnexus.com before the next renewal date. Cancellation takes effect at the end of the current paid period.

Unless required by law or expressly agreed otherwise, we do not provide refunds for a partially used subscription period, cancellation does not refund charges already incurred, and services remain available until the end of the paid period unless suspended for security, unlawful use or non-payment.

We will provide reasonable advance notice of a material subscription price change. The changed price will apply from a later renewal date.

If a recurring payment fails, we may retry the payment and contact you for an alternative payment method. The associated service may be suspended if payment remains outstanding.

12Project cancellation

You may cancel a project at any time by emailing hello@zabnexus.com.

If you cancel, you must pay for work completed up to the effective cancellation date, reserved capacity covered by an agreed non-refundable fee, approved expenses, non-cancellable commitments and third-party costs incurred on your behalf. We will refund any payment exceeding those amounts.

We may terminate a project by giving reasonable written notice if:

• you materially breach the agreement and do not correct the breach within a reasonable period after notice;
• an invoice remains overdue;
• you repeatedly fail to provide required information or access;
• continuing the work would be unlawful or create a material security risk;
• you ask us to perform unlawful or unauthorized activity; or
• abusive or threatening conduct makes the working relationship unreasonable.

If we end a project without your breach or fault, you will pay only for work completed and committed costs, and we will refund any remaining prepaid balance.

Termination does not affect rights or payment obligations that arose before termination.

13Refunds

Third-party costs paid or committed on your behalf are not refundable where the relevant provider does not refund them. These may include domains, licences, app-store fees, cloud charges, hardware and advertising spend.

Approved refunds will be returned to the original payment method where reasonably possible. We normally initiate approved refunds within 5 to 10 UAE business days. Banks and payment providers may require additional processing time.

For these Terms, a “business day” means a day other than Saturday, Sunday or an official public holiday in the UAE.

Nothing in this section limits any refund right that cannot legally be excluded.

14Delivery, review and acceptance

We may deliver work through email, a file-transfer service, a source-code repository, a staging environment, an app store, a cloud account or another agreed method.

Unless a different period is stated in the project documents, you must review and test the deliverables and report material defects within 30 calendar days after delivery.

A defect means a reproducible material failure of our work to conform to the agreed written specifications.

The defect warranty does not cover:

• new or changed requirements, or preferences not stated in the agreed specifications;
• misuse or unauthorized modification, or changes made by you or another provider;
• unsupported hardware, software or environments;
• third-party failures, outages or changes;
• incomplete or inaccurate customer materials; or
• issues caused by failure to follow provided instructions.

If a covered defect is reported within the review period, we will use reasonable efforts to correct it without additional professional-service fees.

If correction is not reasonably possible, we may provide an appropriate alternative remedy, such as reperforming the affected work or refunding the fee reasonably attributable to the defective part.

This warranty is subject to any non-excludable rights under applicable law.

15Intellectual property and ownership

15.1 Customer materials

You retain ownership of content, data, trademarks, designs, software and other materials you provide to us. You give us a limited licence to use those materials only as reasonably necessary to provide the services, comply with law and enforce the agreement.

15.2 Custom deliverables

Once all amounts relating to a project have been paid in full, you own the final deliverables created specifically and exclusively for you, except for our background materials, generic or reusable components, third-party materials, open-source software, tools, methods and know-how, and anything the project documents identify as licensed rather than assigned.

Drafts, unused concepts and internal working materials remain ours unless the applicable project documents expressly say otherwise.

15.3 Our background materials

We retain ownership of software, libraries, templates, frameworks, processes, algorithms, models, development tools, designs and know-how that existed before the project, were developed independently of the project, or are general-purpose or reusable across customers.

Where our background materials are included in a paid deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of that deliverable for your business purposes.

Unless the project documents say otherwise, this licence permits you to allow your employees, contractors, hosting providers and maintenance providers to use the relevant materials solely to operate, support or maintain the deliverable. It does not permit you to extract, resell or distribute our background materials as a separate product.

15.4 Third-party and open-source materials

Third-party and open-source components remain subject to their applicable licences and terms. We will not transfer ownership of something we do not own. Where reasonably practical, we will identify material licence requirements that affect your use of the deliverables.

15.5 Source files and accounts

The applicable quotation will state whether delivery includes source code, editable design files, development files, documentation, deployment scripts or other working materials.

Domains, cloud accounts, app-store accounts and advertising accounts should, where practical, be registered in your name if you are intended to own and control them. You are responsible for their fees and compliance obligations.

16Portfolio use and publicity

We will not publish your confidential information.

We may identify you as a customer, use your name or logo, issue a case study or display project work in our portfolio only with your prior written approval. Approval may include reasonable conditions concerning timing, content and confidential details.

17Artificial intelligence services

AI agents, machine-learning tools and language models can produce inaccurate, incomplete, biased or unexpected output.

We may test AI features, apply safeguards and include human review where agreed, but AI output must still be independently reviewed before it is used for legal, financial, medical or healthcare, employment, safety-critical, rights-affecting or other high-stakes decisions.

You remain responsible for deciding whether and how to use AI output.

Unless expressly agreed in writing, you must not submit any of the following to an AI feature: passwords or authentication secrets, complete payment-card details, highly sensitive personal data, legally privileged material, government-issued identity documents, or information you are not authorized to process.

You are responsible for ensuring that AI inputs, instructions and intended uses are lawful and do not infringe third-party rights.

Some AI services may rely on third-party model or infrastructure providers. Their availability, restrictions and technical behavior may affect the service.

Additional commitments concerning data location, retention, private-model deployment or specific AI providers will be stated in the applicable project documents or data-processing agreement. This does not reduce the commitments in our Privacy and Cookie Policy, including that we do not use client-project data to train or improve generalized models for ZABNEXUS or unrelated clients.

Unless expressly guaranteed in writing, we do not promise that AI-generated output will be unique, error-free or free from similarity to third-party material.

18Personal data and privacy

Our Privacy and Cookie Policy explains how we process personal data through our website and general business operations.

If we process personal data on your behalf as part of a project, the parties may enter into a separate data-processing agreement addressing processing instructions, confidentiality, security measures, subprocessors, international transfers, incident handling, retention and deletion, and assistance with data-subject requests.

You are responsible for determining whether you have a lawful basis, appropriate notices and any necessary consent for personal data you provide or instruct us to process.

We will process personal data only as permitted by the applicable agreement, our Privacy and Cookie Policy and applicable law.

19Confidentiality

Each party may receive confidential information from the other.

Confidential information means non-public business, technical, financial, commercial or security information that is marked confidential or that a reasonable person would understand to be confidential. It may include source code, credentials, customer data, product plans, pricing, trade secrets and security reports.

Each receiving party agrees to use confidential information only for the agreement, protect it using reasonable security measures, disclose it only to personnel, professional advisers and approved subcontractors who need it and are bound by confidentiality obligations, and not disclose it to another person without permission.

Confidential information does not include information that the receiving party can show was lawfully known without confidentiality restrictions, became public without breach of the agreement, was received lawfully from another source, was independently developed, or was approved for release.

A party may disclose confidential information where legally required, but should provide advance notice where legally permitted.

On request or when the agreement ends, each party will return or securely delete confidential information where reasonably practical, subject to legal retention requirements and ordinary backup systems.

These confidentiality obligations continue for five years after the relevant project ends. Obligations relating to trade secrets, credentials and personal data continue for as long as the information remains protected or confidential under applicable law.

20Security and backups

We will apply reasonable technical and organizational measures appropriate to the services described in the project documents.

No internet-connected system can be guaranteed to be completely secure or continuously available.

Unless backup management is expressly included in the agreed scope, you are responsible for maintaining current, independent and restorable backups of your systems and data.

You must keep account credentials secure and notify us promptly if you suspect unauthorized access affecting a service we provide.

Each party will notify the other without unreasonable delay after becoming aware of a security incident that materially affects the other party’s systems, confidential information or personal data, and will reasonably cooperate in responding to it.

21Cybersecurity services

Cybersecurity testing will be performed only under a written project document that identifies the authorized scope.

Before testing begins, you must confirm that you own the target systems or have written authorization from the owner, have authority to permit the requested testing, have provided accurate target and scope details, and have informed relevant stakeholders where necessary.

Testing may be limited by approved targets, dates, methods, environments and exclusions.

You must not ask us to access, test, interfere with or obtain data from an unauthorized third-party system.

Security findings are confidential and should be shared only with people who need the information to investigate or remediate them.

Cybersecurity assessments reduce risk but do not guarantee that every vulnerability, compromise or future attack will be identified or prevented.

22Third-party services

Our deliverables may integrate with or depend on third-party services such as cloud platforms, APIs, payment providers, app stores, model providers, advertising platforms and software libraries.

Third-party services are governed by their own terms, licences, pricing and privacy practices.

Unless expressly stated otherwise, we are not responsible for third-party outages, service discontinuation, pricing changes, API changes, account suspension, changes to technical requirements, or the acts or omissions of third-party providers.

If a third-party change requires additional development or migration, that work may be treated as a change in scope.

23Acceptable use

You must not use our website, deliverables or services to:

• break the law;
• infringe intellectual-property, privacy or other rights;
• distribute malware;
• gain unauthorized access to systems or data, or conduct unauthorized security testing;
• deceive or defraud;
• interfere with a service or bypass technical restrictions; or
• send illegal or unauthorized marketing communications.

We may suspend access where reasonably necessary to investigate prohibited use, protect systems or comply with law.

24Hosting, support and service availability

Hosting, maintenance and technical support are provided only if included in the applicable quotation or subscription.

Any service levels, response times, backup commitments, support hours, maintenance windows or uptime commitments apply only if stated in a written service-level agreement or project document.

We may perform maintenance that temporarily affects availability. Where practical, we will give advance notice of planned maintenance that is likely to cause material disruption.

Emergency maintenance may be performed without advance notice when reasonably necessary to protect security, stability or data.

25Warranties and disclaimers

We warrant that we will perform our services with reasonable professional care and skill.

Except for express commitments in the applicable project documents and rights that cannot legally be excluded:

• services and deliverables are provided on an “as available” basis;
• estimates, forecasts and expected results are not guarantees;
• we do not guarantee uninterrupted or error-free operation;
• we do not guarantee results from advertising, search ranking, sales, AI output or cybersecurity testing; and
• we do not guarantee the continued availability of third-party services.

You are responsible for determining whether the deliverables are suitable for your intended legal, regulatory, operational and commercial use.

26Liability

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

Subject to that rule, neither party will be liable to the other for indirect, incidental, special or consequential loss, or for loss of profits, anticipated savings, goodwill or business opportunity.

Our total aggregate liability arising from a project is limited to the total amount you paid us for that project.

For a recurring service, our total aggregate liability arising from that service is limited to the fees you paid for the affected service during the 12 months immediately before the event giving rise to the claim.

The liability limits apply regardless of the legal basis of the claim, to the extent permitted by law. The limits do not reduce your obligation to pay fees and approved costs properly due.

Nothing in these Terms limits responsibility for fraud, fraudulent misrepresentation, wilful misconduct or another liability that applicable law does not permit the parties to limit.

You must take reasonable steps to reduce avoidable loss, including maintaining appropriate backups and promptly reporting material problems.

27Indemnity for customer materials and instructions

To the extent permitted by law, you will be responsible for third-party claims resulting from materials you provide without required rights or permissions, unlawful instructions you give us, your unauthorized use of deliverables, or your material breach of the acceptable-use provisions.

This responsibility does not apply to the extent that the claim was caused by our breach, negligence or unauthorized modification.

We will notify you promptly of a covered claim and allow you reasonable involvement in its defence and settlement. You may not agree to a settlement that admits wrongdoing by us or imposes obligations on us without our written approval.

28Force majeure

Neither party is responsible for delay or failure caused by an event beyond its reasonable control, such as a natural disaster, war, civil disturbance, government action, widespread internet or utility failure, serious cyberattack, epidemic, labour disruption or failure of a critical third-party provider.

The affected party must notify the other party within a reasonable period, take reasonable steps to reduce the effect and resume performance when reasonably possible.

Payment obligations for services already provided are not excused.

If the event prevents a material part of the services for an extended period, either party may terminate the affected services by written notice. The customer will pay for completed work and committed non-refundable costs, and any remaining prepaid balance will be refunded.

29Subcontractors

We may use employees, affiliates, independent specialists and subcontractors to provide parts of the services.

We remain responsible for managing their work under our agreement with you.

Where a subcontractor will materially process personal data on your behalf, its use will be handled in accordance with the applicable data-processing terms.

30Website use

The website, including its branding, layout, text, graphics and original content, belongs to us or our licensors.

You may view and use the website for lawful personal or business purposes. You must not, without permission, copy or republish a substantial part of the website, remove ownership notices, attempt unauthorized access, interfere with website operation, use automated systems in a way that creates unreasonable load, or falsely suggest an association with or endorsement by us.

Some photos, graphics, demonstrations and examples are illustrative. They may not depict an exact deliverable, feature or result.

Links to third-party websites are provided for convenience. We are not responsible for their content or practices.

31Suspension and termination

We may suspend an affected service where reasonably necessary because of overdue payment, unlawful or prohibited use, a material security risk, a material breach of the agreement, a third-party provider’s suspension, a legal or regulatory requirement, or a threat to the availability or integrity of our systems or another customer’s systems.

Where practical, we will give notice and an opportunity to correct the issue.

When services end:

• outstanding amounts become due;
• each party must stop using the other party’s confidential information, except where retention is required;
• licences conditional on payment remain conditional until payment is complete; and
• provisions intended to continue will survive, including ownership, confidentiality, payment, liability, dispute and data-handling provisions.

32Governing law and disputes

These Terms and the applicable service agreement are governed by the federal laws of the United Arab Emirates and the laws of the Emirate in which ZABNEXUS is licensed, to the extent applicable.

The parties will first attempt in good faith to resolve a dispute through direct written discussion.

If the dispute is not resolved within 30 calendar days after written notice of the dispute, either party may refer it to the competent courts of the United Arab Emirates, subject to any mandatory jurisdictional rules under applicable law.

Nothing prevents either party from seeking urgent interim or protective relief from a competent court.

33Consumer and mandatory rights

Nothing in these Terms excludes, restricts or limits a right, remedy, warranty or liability that cannot legally be excluded, restricted or limited.

If a mandatory law gives you greater protection than these Terms, the mandatory law applies to that extent.

34Notices

Formal notices relating to breach, cancellation, termination or a dispute must be sent by email.

Notices to us must be sent to hello@zabnexus.com. Notices to you may be sent to the email address stated in the quotation, invoice, account or other project document.

An email notice is treated as received when it enters the recipient’s mail system, unless the sender receives a delivery-failure message. This does not prevent either party from proving that the notice was received at another time.

35Changes to these Terms

We may update these Terms by publishing a revised version and changing the effective date at the top.

Changes do not alter a project already agreed unless the parties agree to the change, the change is required by law, the change relates to a recurring service and takes effect from a later renewal, or the applicable project documents expressly permit the change.

Where a change materially affects an active recurring service, we will provide reasonable notice.

36General provisions

Entire agreement

The applicable contract documents form the entire agreement about their subject matter and replace earlier discussions or representations about the same subject matter. This does not exclude liability for fraud or fraudulent misrepresentation.

Assignment

You may not transfer the agreement without our written approval, which will not be unreasonably withheld. We may transfer the agreement as part of a legitimate corporate restructuring, merger or sale of the relevant business, provided the transfer does not materially reduce your contractual rights.

No partnership

The agreement does not create an employment, partnership, joint-venture, fiduciary or agency relationship between the parties. Neither party may bind the other unless expressly authorized in writing.

No waiver

A delay or failure to enforce a right does not waive that right.

Severability

If part of the agreement is found invalid or unenforceable, it will be adjusted or removed only to the minimum extent necessary. The remainder will continue to apply.

Headings

Headings are for convenience and do not affect interpretation.

Language

These Terms are published in English. If they are also provided in another language and the versions differ, the English version applies, unless applicable law requires otherwise.

37Contact

Company

ZABNEXUS Technologies LLC

Location

United Arab Emirates

Email

hello@zabnexus.com

Call or WhatsApp

+971 58 139 3965