Terms and Conditions
These Terms and Conditions (“Terms”) apply to (i) the supply of hardware and related goods and (ii) consultancy / professional services (including AI and data consultancy) provided by us to business customers (“you”, “your”). These Terms are intended for B2B transactions.
1. Definitions
“Goods”: GPUs, servers, storage, networking equipment, components, peripherals, accessories, spare parts, and any other physical items we supply.
“Services”: consultancy, engineering, integration, deployment, training, advisory, data/AI services, and related professional services.
“Order”: your purchase order or other acceptance of our Quote.
“Quote”: our written quotation, including scope, pricing, lead times, and assumptions.
“SOW” (Statement of Work): document describing the Services, deliverables, timeline, pricing model, and acceptance criteria.
“Deliverables”: outputs created under a SOW (reports, code, configurations, designs, documentation, models, etc.).
“Working Day”: Sunday–Thursday excluding public holidays in the UAE (unless stated otherwise in a SOW/Quote).
“Incoterms”: Incoterms® 2020 (or latest version) where specified.
2. Contract formation and priority
2.1 A contract forms when we confirm acceptance of your Order in writing, or when we dispatch Goods / start Services (whichever is earlier).
2.2 The contract consists of (in order): (a) the SOW (for Services), (b) the Quote, (c) these Terms, and (d) any other document we expressly agree in writing.
2.3 Your terms (including on a PO) are excluded unless we expressly accept them in writing.
3. Scope: Goods and Services
3.1 Goods may be new, used, refurbished, reconditioned, open-box, or “as-is”, as stated in the Quote.
3.2 Services are provided on a best-efforts basis unless the SOW states specific acceptance criteria and service levels.
3.3 Any timelines are estimates unless expressly stated as binding in writing.
4. Pricing, currency, taxes, and expenses (USD)
4.1 Currency: unless otherwise stated, all prices, invoices, and payments are in USD.
4.2 Taxes: prices exclude VAT and other applicable taxes unless stated. Where UAE VAT applies, it will be added at the applicable rate on the invoice (if we are VAT-registered).
4.3 Withholding / deductions: you must pay invoices free of any deduction or withholding. If withholding is legally required, you must gross-up so we receive the full invoiced amount, unless we agree otherwise in writing.
4.4 Bank fees: you are responsible for all bank charges, intermediary bank fees, and SWIFT fees so that the net amount received equals the invoice total.
4.5 Delivery, insurance, installation, travel, subsistence, customs clearance, duties, and similar expenses are chargeable if stated in the Quote/SOW or reasonably incurred with your approval.
5. Payment terms
5.1 Unless stated otherwise: payment is due within 14 days of invoice date.
5.2 For certain Goods (e.g., GPUs/high-value items), we may require full prepayment or a deposit before reserving stock or placing upstream orders
5.3 Late payments may incur interest and recovery costs to the maximum extent permitted under applicable law.
5.4 Disputes must be raised in good faith within 7 days of receipt of the invoice with written details; undisputed portions remain payable on time.
6. Delivery, risk, and title
6.1 Delivery terms (including Incoterms) are as stated in the Quote. If not stated, delivery is DAP (Delivered at Place) to your nominated location, excluding unloading.
6.2 Risk passes to you upon delivery (or collection if you collect).
6.3 Title transfers only when we receive cleared payment in full for the Goods (and any related charges).
6.4 If you fail to accept delivery, we may charge storage and re-delivery costs and/or treat it as a cancellation (Section 7).
7. Cancellations, changes, and restocking
7.1 Orders for special-order, allocated, lead-time, or back-to-back Goods cannot be cancelled once we place upstream orders, unless we agree otherwise in writing.
7.2 For stock items, if we accept a cancellation/return, we may charge a restocking fee (typically 10–25%) plus shipping and inspection costs.
7.3 We may cancel an Order if Goods become unavailable, subject to refunding amounts paid for undelivered Goods.
8. Inspection, acceptance, and DOA
8.1 You must inspect Goods promptly on delivery and notify us in writing of shortages, transit damage, or non-conformity within 2 Working Days (or 24 hours for visible transit damage).
8.2 DOA claims must be reported within 7 calendar days of delivery, unless the Quote states otherwise.
8.3 You must retain original packaging and provide serial numbers, photos, and logs reasonably requested for claims/RMA.
9. Returns and RMA
9.1 Returns require an RMA authorisation number. Unauthorised returns may be refused.
9.2 Returned Goods must be securely packaged and include all accessories originally supplied.
9.3 We may test/inspect returned Goods. If no fault is found, we may charge testing/handling fees and return shipping.
9.4 Data-bearing devices returned to us should be sanitised by you unless agreed otherwise (see Section 15).
10. Condition, compatibility, and documentation
10.1 You are responsible for compatibility (power, cooling, rack fit, firmware, drivers, OS/hypervisor versions, interconnect requirements).
10.2 Performance figures are estimates and depend on system design and workload.
10.3 We do not guarantee manufacturer support eligibility unless explicitly stated.
11. Warranties (Goods)
11.1 For new Goods, warranty is as stated in the Quote and may be provided by the manufacturer (pass-through).
11.2 For used/refurbished Goods, the Quote will state either: (a) a limited warranty period, or (b) “as-is / no warranty”.
11.3 Warranties do not cover misuse, inadequate cooling/power, overclocking, modifications, firmware tampering, cosmetic wear, consumables, or damage caused by third-party equipment.
11.4 Your exclusive remedy is (at our option): repair, replacement, or refund of the purchase price for the affected Goods.
12. Services delivery and acceptance
12.1 Services will be delivered as described in the SOW (or Quote if no SOW).
12.2 If acceptance criteria exist, you must accept or reject with reasons within 10 Working Days of delivery; otherwise Deliverables are deemed accepted.
12.3 You must provide timely access to systems, staff, data, and decisions. Delays caused by you may extend timelines and increase cost.
13. Change control (Services)
Any change to scope/timeline/assumptions must be agreed in writing via a Change Request; fees/timelines adjust accordingly.
14. Intellectual property
14.1 Each party retains ownership of its pre-existing IP.
14.2 On full payment, we grant you a non-exclusive, worldwide, perpetual licence to use Deliverables for your internal business purposes, unless the SOW states otherwise.
14.3 We may reuse general know-how and non-confidential templates/methods.
14.4 Open-source components may be used subject to their licences.
15. Data protection, security, and sanitisation
15.1 Each party will comply with applicable data protection laws and agreed security requirements in the SOW.
15.2 Unless stated otherwise, you remain responsible for legality of data provided, and for backups.
15.3 For data-bearing hardware, you are responsible for secure wiping before return, unless you purchase a paid sanitisation/destruction service from us.
16. AI-specific terms (Services)
16.1 If we use AI tools to assist delivery, we will do so consistent with the SOW/security requirements.
16.2 Unless agreed otherwise, you instruct us not to submit your confidential information or personal data into third-party AI services that retain prompts for training.
16.3 You are responsible for decisions made using AI outputs; we do not warrant AI-generated content is error-free or suitable for regulated uses.
17. Confidentiality
Each party must keep the other’s confidential information confidential and use it only to perform the contract, subject to standard exclusions (public/known/independently developed/lawfully obtained/required by law).
18. Compliance, export controls, and sanctions
18.1 You must comply with all applicable trade laws, export controls, and sanctions (including UAE, US, EU, UK, and any other applicable jurisdictions).
18.2 You confirm Goods will not be supplied to prohibited end users / destinations or for prohibited end uses.
18.3 You will provide end-use/end-user statements and documents reasonably requested for screening.
18.4 We may refuse, suspend, or cancel supply if we reasonably believe a transaction may violate applicable laws.
19. Limitation of liability
19.1 Nothing limits liability for fraud or any liability that cannot be limited by law.
19.2 To the maximum extent permitted, we are not liable for indirect or consequential losses (loss of profit, revenue, data, goodwill, business interruption).
19.3 Our total aggregate liability is limited to:
(a) Goods: the amount paid for the specific Goods giving rise to the claim; and
(b) Services: the fees paid under the relevant SOW in the 3 months before the event giving rise to the claim,
unless the Quote/SOW states a different cap.
19.4 You are responsible for validating configurations, security posture, and production readiness before go-live.
20. Force majeure
Neither party is liable for delay/failure due to events beyond reasonable control, including supply chain disruption, carrier delays, export restrictions, government actions, port/customs delays, and cyber incidents. Time for performance extends accordingly.
21. Suspension and termination
21.1 We may suspend performance if invoices are overdue or you breach these Terms.
21.2 Either party may terminate a SOW for material breach not cured within 14 days of written notice.
21.3 On termination, you must pay for Goods delivered and Services performed up to termination, plus any non-cancellable commitments.
22. Subcontracting
We may use qualified subcontractors while remaining responsible for performance, subject to these Terms.
23. Notices
Notices must be in writing and delivered to the addresses in the Quote/SOW (or updated by notice). Email notices are valid if sent to the nominated contract emails: [your_email] and [our_email].
24. Governing law and disputes (UAE)
24.1 These Terms and disputes are governed by the laws in force in the United Arab Emirates, as applied in the Emirate of [Dubai / Abu Dhabi / Sharjah], excluding conflict-of-law rules.
24.2 Courts: the courts of [Dubai / Abu Dhabi / Sharjah] shall have exclusive jurisdiction.
Optional alternative (common in UAE deals): disputes may be finally settled by arbitration under DIAC (Dubai International Arbitration Centre) rules, seat Dubai, language English
25. General
25.1 If any provision is invalid, the rest remains effective.
25.2 No waiver is effective unless in writing.
25.3 You may not assign without our consent; we may assign to an affiliate or successor.
25.4 Language: these Terms are in English. If translated, the English version prevails unless the parties agree otherwise in writing.