1. Parties and Definitions
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Ayant-X ("Company," "we," "us," or "our"), an AI commercial growth system provider registered in Dubai, UAE.
Company Details:
Ayant-X
License Number: 1059331 (Issued: 23/05/2022)
Tax Registration Number: 104059005900003
Address: Zalfa Building-Garhoud, 165, Dubai, UAE
2. Acceptance of Terms
By accessing our website, engaging our services, or submitting any inquiry, you confirm that:
- You have read, understood, and agree to be bound by these Terms
- You have the legal capacity and authority to enter into this agreement
- If acting on behalf of an organization, you have authority to bind that organization
- You are at least 18 years of age
If you do not agree to these Terms, you must not access our website or use our services.
3. Services Description
Ayant-X provides an AI commercial growth system and the work of the team behind it, including:
- A free marketing review
- A Commercial Growth Assessment
- Ongoing monthly work (Growth and Full Stack)
- Other services agreed in a Statement of Work
4. Service Agreements and Engagement
4.1 Discovery Consultations
Initial discovery calls are provided without charge to assess mutual fit. These consultations do not create a binding obligation for either party and do not constitute professional advice.
4.2 Formal Engagements
All consulting engagements require execution of a separate Statement of Work (SOW) or Service Agreement specifying: scope of services, deliverables, timelines, fees, payment terms, and specific terms applicable to that engagement. In case of conflict, the SOW prevails over these general Terms.
4.3 Client Obligations
You agree to provide accurate, complete, and timely information necessary for service delivery; designate authorized representatives; respond to reasonable requests within agreed timeframes; and make payments according to agreed terms.
5. Fees and Payment
5.1 Fee Structure
Fees are specified in individual SOWs and may be structured as fixed project fees, retainer arrangements, hourly rates, or performance-based compensation as agreed in writing.
5.2 Payment Terms
Unless otherwise specified in the SOW, invoices are due within 30 calendar days of issue. We reserve the right to suspend services if payment is overdue by more than 14 days.
5.3 Late Payment
Overdue amounts accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. You are responsible for reasonable collection costs including legal fees.
5.4 Taxes
All fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and levies applicable to our services, except for taxes based on our net income.
6. Intellectual Property Rights
6.1 Company IP
All methodologies, frameworks, tools, templates, and know-how developed by Ayant-X prior to or independently of the engagement remain our exclusive property. We grant you a non-exclusive, non-transferable license to use these materials solely for your internal business purposes.
6.2 Deliverables
Upon full payment, you receive ownership of work product specifically created for you as specified in the SOW. We retain the right to use anonymized, aggregated learnings and general knowledge gained during the engagement.
6.3 Client IP
You retain all rights to your pre-existing intellectual property, confidential information, and data. You grant us a limited license to use such materials solely to perform the agreed services.
7. Confidentiality
7.1 Obligations
Both parties agree to maintain strict confidentiality of all non-public information disclosed during the engagement, including but not limited to: business strategies, financial data, customer information, technical specifications, and trade secrets.
7.2 Exceptions
Confidentiality obligations do not apply to information that: is or becomes publicly available without breach; was known prior to disclosure; is independently developed; or is required to be disclosed by law with reasonable notice to the disclosing party.
7.3 Duration
Confidentiality obligations survive termination of the engagement for a period of five (5) years, or indefinitely for trade secrets and personal data subject to GDPR.
8. Data Protection and GDPR Compliance
8.1 Data Processing
Where we process personal data on your behalf, we act as a data processor under GDPR. Processing is governed by our Data Processing Agreement (DPA), which forms part of these Terms.
8.2 Your Obligations
You warrant that any personal data provided to us has been collected lawfully and that you have all necessary consents and legal bases for us to process such data for the agreed purposes.
8.3 Security Measures
We implement appropriate technical and organizational measures to protect personal data in accordance with GDPR Article 32, including encryption, access controls, and staff training.
8.4 Sub-Processors
We may engage sub-processors to assist in service delivery. Sub-processors are bound by equivalent data protection obligations. A current list is available upon request.
9. Warranties and Disclaimers
9.1 Our Warranties
We warrant that: services will be performed with reasonable skill and care consistent with industry standards; we have the right to enter into this agreement; and we will comply with applicable laws in performing the services.
9.2 Your Warranties
You warrant that: you have authority to enter into this agreement; information provided is accurate and complete; and you will use our services and deliverables lawfully.
9.3 Disclaimer
Except as expressly stated herein, we make no warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose. We do not guarantee specific business outcomes, revenue increases, or return on investment.
10. Limitation of Liability
10.1 Cap on Liability
Our total aggregate liability arising from or related to this agreement shall not exceed the fees paid by you to us in the twelve (12) months preceding the claim, or €50,000, whichever is greater.
10.2 Exclusion of Damages
Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, regardless of the theory of liability.
10.3 Exceptions
These limitations do not apply to: breaches of confidentiality; infringement of intellectual property rights; willful misconduct or gross negligence; or liability that cannot be excluded or limited by applicable law.
11. Indemnification
You agree to indemnify, defend, and hold harmless Ayant-X and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:
- Your breach of these Terms or any SOW
- Your violation of applicable laws or regulations
- Your infringement of third-party intellectual property or privacy rights
- Your use of deliverables in a manner not authorized by these Terms
12. Term and Termination
12.1 Term
These Terms remain in effect for the duration of any active SOW and continue to apply to any subsequent engagements unless superseded by updated Terms.
12.2 Termination for Convenience
Either party may terminate an SOW with 30 days' written notice. You remain liable for fees for services rendered through the termination date and any non-cancellable commitments.
12.3 Termination for Cause
Either party may terminate immediately upon written notice if the other party materially breaches these Terms or an SOW and fails to cure within 14 days of notice.
12.4 Effect of Termination
Upon termination: all licenses granted hereunder terminate except for fully paid deliverables; confidentiality obligations survive; and accrued rights and remedies remain in effect.
13. Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including but not limited to: natural disasters, war, terrorism, pandemic, government actions, labor disputes, or infrastructure failures. The affected party must promptly notify the other and use reasonable efforts to mitigate the impact.
14. Governing Law and Dispute Resolution
14.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC), UAE, without regard to conflict of law principles. For EU-based clients, mandatory provisions of EU consumer protection law shall apply where applicable.
14.2 Dispute Resolution
Any dispute arising from these Terms shall first be addressed through good faith negotiation between senior representatives of both parties. If unresolved within 30 days, disputes shall be finally resolved by arbitration under the DIFC-LCIA Arbitration Rules, with one arbitrator, in English, seated in Dubai.
14.3 Injunctive Relief
Notwithstanding the above, either party may seek injunctive relief from any court of competent jurisdiction to protect intellectual property rights or confidential information.
15. General Provisions
15.1 Entire Agreement
These Terms, together with any SOW and referenced policies, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.
15.2 Amendments
We may update these Terms from time to time. Material changes will be communicated 30 days in advance. Continued use of our services after changes take effect constitutes acceptance.
15.3 Severability
If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect. The invalid provision will be modified to achieve its intended purpose.
15.4 No Waiver
Failure to enforce any right or provision does not constitute a waiver of that or any other right.
15.5 Assignment
You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations to affiliates or successors.
15.6 Independent Contractors
The parties are independent contractors. Nothing herein creates an employment, agency, partnership, or joint venture relationship.
16. Contact Information
For questions regarding these Terms of Service:
Ayant-X
Zalfa Building-Garhoud, 165
Dubai, United Arab Emirates
Email: info@ayant-x.com
Phone: +971 50 882 6633