Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Abrus Digital FZE, a company incorporated in the UAE ("Abrus Digital", "we", "us", or "our"), governing your access to and use of our website at abrusdigital.com and any related Services.

These Terms apply to all visitors, leads, clients, and any person who accesses or uses our Services. Where a separate Statement of Work (SOW) or Service Agreement is executed between the parties, those documents shall take precedence over these Terms for the specific engagement described therein.

2. Our Services

Abrus Digital provides the following categories of professional services:

Specific deliverables, timelines, and pricing for each engagement are agreed upon in a separate Statement of Work or Service Agreement signed by both parties. We reserve the right to modify, suspend, or discontinue any Service at any time with reasonable notice.

3. Client Obligations

As a client or user of our Services, you agree to:

• Provide accurate, complete, and up-to-date information when requested for the purpose of delivering Services.
• Cooperate with our team in a timely manner, including providing access to systems, data, and personnel required for the engagement.
• Not use our website or Services for any unlawful purpose or in a manner that infringes the rights of others.
• Not attempt to gain unauthorized access to any systems, servers, or networks connected to Abrus Digital.
• Not engage in any activity that disrupts or interferes with the proper functioning of our website or Services.
• Comply with all applicable laws, regulations, and third-party agreements applicable to your use of our Services.
• Promptly notify us of any errors, security breaches, or unauthorized use related to your account or our deliverables.

4. Intellectual Property

5. Payment & Fees

• Fees for Services are as specified in the applicable quote, proposal, or Statement of Work.
• Payment terms are typically Net 30 from the date of invoice unless otherwise agreed in writing.
• All fees are exclusive of applicable taxes (including UAE VAT at 5%). Taxes will be added to invoices as required by law.
• Late payments may incur interest at the rate of 2% per month on the outstanding balance.
• Abrus Digital reserves the right to suspend Services for accounts with overdue balances exceeding 30 days.
• Payments are non-refundable unless otherwise specified in the applicable Service Agreement.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to any third party without prior written consent, except as required by law or as necessary to perform the Services under a separate NDA or project agreement.

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally, visually, or in writing, that is designated as confidential or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

7. Warranties & Disclaimers

Abrus Digital warrants that it will perform Services in a professional and workmanlike manner consistent with generally accepted industry standards.

8. Limitation of Liability

To the fullest extent permitted by applicable law:

• Abrus Digital's total cumulative liability to you for any claims arising out of or related to these Terms or the Services shall not exceed the total fees paid by you to Abrus Digital in the three (3) months preceding the event giving rise to the claim.
• Abrus Digital shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, goodwill, or business opportunities.
• The foregoing limitations do not apply to liability arising from Abrus Digital's gross negligence, fraud, or willful misconduct.

9. Indemnification

You agree to indemnify, defend, and hold harmless Abrus Digital and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of or access to the Services; (b) your violation of these Terms; (c) your infringement of any third-party rights; or (d) any content or data you provide to Abrus Digital.

10. Termination

Either party may terminate Services as specified in the applicable Service Agreement or Statement of Work. In the absence of a separate agreement:

• Abrus Digital may suspend or terminate access to the website or Services immediately for breach of these Terms, with or without notice.
• Clients may terminate an ongoing retainer or support contract with 30 days' written notice, subject to payment of all fees due up to the termination date.
• Upon termination, all outstanding fees become immediately due and payable, and both parties shall return or destroy Confidential Information as directed.
• Sections 4, 6, 7, 8, 9, and 11 shall survive termination of these Terms.

11. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the United Arab Emirates, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation between the parties. If not resolved within 30 days, the dispute shall be submitted to the exclusive jurisdiction of the courts of Dubai, UAE.

For clients in India: disputes may be escalated to arbitration in Kochi, Kerala, under the Arbitration and Conciliation Act, 1996.

12. Changes to These Terms

We reserve the right to modify these Terms at any time. We will notify existing clients of material changes via email at least 14 days before they take effect. Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services.

13. Contact Us

For questions about these Terms or to request a copy of any applicable data processing agreement, please contact us: