Terms and Conditions

01Definitions

For purposes of these Terms:

"Client," "you," or "your" means the individual, company, organization, or legal entity purchasing or using our Services.

"Company," "we," "us," or "our" means Silicon ICT Solutions.

"Project" means any software development, website development, mobile application, AI implementation, automation, cloud, consulting, integration, maintenance, or technology project undertaken for a Client.

"Deliverables" means the specific software, applications, websites, designs, documentation, configurations, integrations, source code, or other outputs expressly identified as deliverables in an applicable quotation, proposal, SOW, or agreement.

"Client Materials" means all information, data, content, branding, logos, images, documents, credentials, specifications, APIs, and other materials supplied by the Client.

"Pre-Existing Materials" means software, source code, libraries, frameworks, templates, tools, systems, methodologies, know-how, documentation, components, and other intellectual property owned or developed by Silicon ICT Solutions before or independently of a particular Project.

"Third-Party Services" means third-party APIs, software, hosting, cloud infrastructure, payment gateways, AI models, plugins, libraries, SaaS platforms, app stores, and other external services.

02Acceptance of Terms

By using our website or engaging our Services, you agree to be legally bound by these Terms.

If you do not agree with these Terms, you must not use our website or Services.

Where a separate written agreement, quotation, proposal, SOW, maintenance agreement, subscription agreement, or other contract has been executed between Silicon ICT Solutions and the Client, that agreement shall govern the specific Project or Service.

These Terms shall supplement such agreement unless expressly excluded in writing.

If there is a conflict between these Terms and a signed written agreement, the signed written agreement shall prevail with respect to the subject matter specifically addressed in that agreement.

03Eligibility and Authority

You represent and warrant that:

• ✓ You have reached the legal age required to enter into binding contracts in your jurisdiction
• ✓ You have the legal capacity and authority to enter into these Terms
• ✓ If acting on behalf of a company or organization, you have full authority to bind that entity
• ✓ All information provided by you is accurate and complete; and
• ✓ Your use of our Services will comply with all applicable laws and regulations

Where an employee, contractor, consultant, representative, or agent engages our Services on behalf of an organization, the organization shall remain responsible for all obligations arising from that engagement.

04Software Development and Technology Services

Silicon ICT Solutions may provide software development and technology services including, without limitation:

• ✓ Website development
• ✓ Mobile application development
• ✓ Web application development
• ✓ Custom software development
• ✓ SaaS development
• ✓ AI and machine-learning solutions
• ✓ AI automation
• ✓ API development and integration
• ✓ Cloud infrastructure and deployment
• ✓ Database development
• ✓ UI/UX design
• ✓ DevOps and CI/CD
• ✓ System integration
• ✓ Third-party API integration
• ✓ Software maintenance
• ✓ Technical support
• ✓ Cybersecurity and technology consulting; and
• ✓ Other technology services agreed with the Client

The exact scope, features, functionality, technology stack, Deliverables, milestones, timelines, and fees shall be defined in the applicable quotation, proposal, SOW, or agreement.

05Project Scope

Unless expressly stated otherwise in writing, Silicon ICT Solutions is responsible only for the features, functionality, and Deliverables specifically included in the agreed Project scope.

Requests made after approval of the scope may constitute a Change Request.

A Change Request may affect:

• ✓ Project cost
• ✓ Development timeline
• ✓ Resources
• ✓ Architecture
• ✓ Testing requirements
• ✓ Third-party costs; and
• ✓ Delivery dates

Silicon ICT Solutions shall not be required to implement additional features or material changes until the applicable change has been reviewed and approved.

06Change Requests and Scope Changes

Any functionality, integration, modification, redesign, or requirement that is not expressly included in the agreed scope may be treated as additional work.

Additional work may be charged separately based on:

• ✓ Fixed pricing
• ✓ Hourly or daily rates
• ✓ Milestone pricing; or
• ✓ A revised Project quotation

Client discussions, demonstrations, or suggestions shall not automatically constitute an obligation to implement additional functionality unless confirmed by Silicon ICT Solutions in writing.

07Client Responsibilities

The Client agrees to provide, in a timely manner:

• ✓ Required content
• ✓ Business requirements
• ✓ Branding and logos
• ✓ Product information
• ✓ API documentation
• ✓ Third-party account access
• ✓ Hosting credentials, where applicable
• ✓ App Store and Google Play accounts, where applicable
• ✓ Payment gateway credentials
• ✓ Domain information
• ✓ Test data
• ✓ Required approvals
• ✓ Feedback; and
• ✓ Any other information reasonably required to complete the Project

Silicon ICT Solutions shall not be responsible for delays caused by the Client's failure to provide required information, approvals, access, or materials.

08Project Timelines

Project timelines are estimates unless expressly identified as contractually binding in a signed agreement.

Delivery dates may be affected by:

• ✓ Delayed Client feedback
• ✓ Changes to requirements
• ✓ Third-party dependencies
• ✓ API changes
• ✓ Hosting or infrastructure issues
• ✓ App Store or Google Play review
• ✓ Payment gateway approval
• ✓ Cloud provider issues
• ✓ Delays in receiving Client Materials
• ✓ Security or compliance requirements; or
• ✓ Events beyond our reasonable control

Any Client-caused delay may result in a corresponding adjustment to the Project schedule.

09Client Approvals and Acceptance

The Client shall review Deliverables within the review period specified in the applicable proposal, SOW, or agreement.

Where no review period is specified, the Client should provide material feedback within a reasonable period following delivery.

Approval may occur through:

• ✓ Written confirmation
• ✓ Email
• ✓ Project management platform
• ✓ Signed acceptance
• ✓ Deployment approval
• ✓ Production launch; or
• ✓ Other documented confirmation

Once a milestone or Deliverable has been approved, subsequent changes may be treated as additional work.

10Payment Terms

All fees shall be stated in the applicable quotation, proposal, SOW, invoice, or agreement.

Unless otherwise agreed in writing:

• ✓ Development fees are payable according to the agreed milestone or payment schedule
• ✓ Deposits and advance payments are non-refundable once work has commenced, except where required by applicable law or expressly agreed otherwise
• ✓ Taxes, duties, government charges, and third-party fees are excluded unless expressly stated otherwise
• ✓ Third-party Services may require separate payment by the Client
• ✓ Late payments may result in suspension of Services
• ✓ Silicon ICT Solutions may withhold Deliverables, source code, deployment credentials, or production deployment where payment obligations remain outstanding, subject to applicable law and the relevant agreement
• ✓ The Client remains responsible for payment for approved work even if the Client subsequently changes its business requirements or elects not to use the completed Deliverables

11Third-Party Services and Costs

Software Projects may depend on third-party Services, including:

• ✓ AWS
• ✓ Microsoft Azure
• ✓ Google Cloud
• ✓ OpenAI and other AI APIs
• ✓ Payment gateways
• ✓ SMS and WhatsApp providers
• ✓ Email providers
• ✓ Maps and location services
• ✓ Apple App Store
• ✓ Google Play
• ✓ Hosting providers
• ✓ Domain registrars
• ✓ Software libraries
• ✓ SaaS platforms; and
• ✓ Other external services

Third-party Services are subject to their own terms, pricing, availability, policies, and technical limitations.

Silicon ICT Solutions does not guarantee the continued availability, pricing, performance, or functionality of third-party Services.

Any third-party fees shall generally be the responsibility of the Client unless expressly included in our quotation.

12Artificial Intelligence Services

Where AI technologies or APIs are incorporated into a Project, the Client acknowledges that AI systems may produce inaccurate, incomplete, unexpected, or inappropriate outputs.

AI-generated results should be reviewed and validated before being relied upon for critical business, legal, financial, medical, safety, or other consequential decisions.

Silicon ICT Solutions does not guarantee that AI-generated outputs will always be:

• ✓Accurate
• ✓Complete
• ✓Unique
• ✓Unbiased
• ✓Available
• ✓Error-free; or
• ✓Suitable for a particular purpose

AI Services may also be subject to model providers' usage limits, pricing, policies, rate limits, and technical changes.

13Software and Intellectual Property

Unless expressly transferred under a separate written agreement, Silicon ICT Solutions retains all rights, title, and interest in its:

• ✓ Pre-Existing Materials
• ✓ Frameworks
• ✓ Libraries
• ✓ Development tools
• ✓ Templates
• ✓ Reusable components
• ✓ Algorithms
• ✓ Methodologies
• ✓ Technical know-how
• ✓ Internal tools
• ✓ Generic modules
• ✓ Development processes; and
• ✓ Other intellectual property

The Client's payment for a Project does not automatically transfer ownership of Silicon ICT Solutions' underlying technology, frameworks, reusable components, or development methodologies.

14Custom-Developed Source Code

Where the applicable Project agreement expressly provides for transfer of ownership of custom-developed source code, ownership shall transfer only upon:

• Completion of the applicable payment obligations; and
• Fulfilment of any other conditions specified in the applicable agreement

Unless expressly agreed otherwise, such transfer shall not include:

• ✓ Third-party libraries
• ✓ Open-source software
• ✓ Silicon ICT Solutions' Pre-Existing Materials
• ✓ Proprietary frameworks
• ✓ Generic reusable components
• ✓ Development tools
• ✓ AI/ML models owned by third parties
• ✓ Third-party APIs; or
• ✓ Other components that Silicon ICT Solutions is not legally entitled to transfer

15License to Client

Where ownership is not transferred, Silicon ICT Solutions grants the Client a limited, non-exclusive, non-transferable license to use the Deliverables for the Client's intended business purposes, subject to the applicable agreement and full payment of applicable fees.

The Client may not, without written authorization:

• ✓ Resell our underlying software
• ✓ Sublicense our proprietary components
• ✓ Reverse engineer proprietary components
• ✓ Extract source code from protected components
• ✓ Remove proprietary notices
• ✓ Repurpose proprietary frameworks for unrelated projects; or
• ✓ Commercially redistribute Silicon ICT Solutions' Pre-Existing Materials

16Open-Source Software

Software Projects may incorporate open-source software.

Such software remains subject to its applicable open-source license.

Silicon ICT Solutions does not transfer ownership of third-party open-source components to the Client beyond the rights granted by the applicable license.

The Client agrees to comply with applicable open-source license requirements.

17Client Intellectual Property

The Client retains ownership of its own:

• ✓ Logos
• ✓ Trademarks
• ✓ Brand assets
• ✓ Business information
• ✓ Content
• ✓ Customer data
• ✓ Product information
• ✓ Documents; and
• ✓ Other materials supplied by the Client

The Client grants Silicon ICT Solutions a limited license to use Client Materials solely for the purpose of providing the Services.

The Client represents that it has the necessary rights and permissions to provide such materials to us.

The Client shall be responsible for claims arising from infringement caused by materials supplied by the Client.

18Confidentiality

Each party may receive confidential or proprietary information belonging to the other party.

Confidential Information may include:

• ✓ Business plans
• ✓ Source code
• ✓ Technical architecture
• ✓ Credentials
• ✓ Pricing
• ✓ Financial information
• ✓ Customer information
• ✓ Product roadmaps
• ✓ Algorithms
• ✓ Security information
• ✓ Trade secrets
• ✓ Designs
• ✓ Specifications; and
• ✓ Other non-public information

Each party agrees to:

• ✓ Keep Confidential Information confidential
• ✓ Use it only for the purposes of the relevant business relationship
• ✓ Restrict access to persons who have a legitimate need to know; and
• ✓ Take reasonable measures to prevent unauthorized disclosure

Confidentiality obligations shall not apply to information that:

• ✓ Was already lawfully known
• ✓ Is publicly available without breach
• ✓ Is lawfully obtained from a third party; or
• ✓ Must be disclosed by law or court order

19Data Protection and Privacy

Silicon ICT Solutions may process personal information in connection with providing its Services.

Our collection and processing of personal data shall be governed by our Privacy Policy and, where applicable, a separate Data Processing Agreement or Data Processing Addendum.

Clients remain responsible for ensuring that information supplied to Silicon ICT Solutions may lawfully be processed for the purposes for which it is provided.

Where applicable, additional data protection obligations may arise based on the Client's jurisdiction, industry, and type of information processed.

20Security

Silicon ICT Solutions will use commercially reasonable measures appropriate to the nature of the Services to protect systems and information under its control.

However, no technology environment can be guaranteed to be completely secure.

The Client is responsible for:

• ✓ Maintaining secure credentials
• ✓ Restricting access to authorized personnel
• ✓ Protecting API keys
• ✓ Maintaining appropriate internal security procedures; and
• ✓ Promptly reporting suspected security incidents

21Account and Credential Security

Where the Client receives access to administrative dashboards, hosting environments, applications, or other protected systems, the Client is responsible for protecting its credentials.

The Client must immediately notify Silicon ICT Solutions if it suspects:

• ✓ Unauthorized access
• ✓ Credential compromise
• ✓ Password theft
• ✓ Security breaches; or
• ✓ Unauthorized use of its account

22Prohibited Use

You may not use our Services to:

• ✓ Violate applicable laws
• ✓ Infringe intellectual property rights
• ✓ Distribute malware
• ✓ Conduct unauthorized security attacks
• ✓ Attempt to gain unauthorized access
• ✓ Interfere with our infrastructure
• ✓ Scrape or systematically extract protected content
• ✓ Circumvent security controls
• ✓ Reverse engineer proprietary systems
• ✓ Introduce malicious code
• ✓ Facilitate fraud; or
• ✓ Engage in activities that may damage our systems, reputation, or other users

23Website Content

Information published on our website is provided for general informational purposes.

We may modify, update, remove, or replace website content at any time.

Although we seek to maintain accurate information, we do not warrant that all website content will always be:

• ✓ Complete
• ✓ Accurate
• ✓ Current
• ✓ Error-free; or
• ✓ Suitable for a particular purpose

24Warranties and Disclaimer

To the fullest extent permitted by applicable law, our website and general website content are provided on an "AS IS" and "AS AVAILABLE" basis.

Except where expressly provided in a signed Project agreement, Silicon ICT Solutions disclaims warranties, whether express, implied, or statutory, including warranties relating to:

• ✓ Merchantability
• ✓ Fitness for a particular purpose
• ✓ Non-infringement
• ✓ Availability
• ✓ Uninterrupted operation
• ✓ Error-free operation; and
• ✓ Compatibility with third-party systems

This does not exclude warranties or rights that cannot legally be excluded.

25Software Bugs and Technical Issues

Software development inherently involves technical dependencies and complex environments.

Unless otherwise stated in the applicable agreement, Silicon ICT Solutions does not guarantee that software will be completely free from defects.

Where a maintenance or warranty period is expressly included in the Project agreement, Silicon ICT Solutions shall address qualifying defects according to the terms of that agreement.

New functionality, enhancements, changes in requirements, third-party failures, or environmental changes may constitute additional work.

26Limitation of Liability

To the fullest extent permitted by applicable law, Silicon ICT Solutions shall not be liable for indirect, incidental, special, consequential, or punitive damages, including:

• ✓ Loss of profits
• ✓ Loss of revenue
• ✓ Loss of business opportunities
• ✓ Loss of anticipated savings
• ✓ Loss of goodwill
• ✓ Business interruption
• ✓ Loss of data; or
• ✓ Cost of substitute services

To the fullest extent permitted by law, Silicon ICT Solutions' aggregate liability arising from a specific Project shall not exceed the total amount actually paid to Silicon ICT Solutions by the Client for the affected Services during the 12 months preceding the event giving rise to the claim, unless otherwise expressly agreed in writing.

Nothing in these Terms shall exclude liability that cannot legally be excluded or limited.

27Third-Party Failures

Silicon ICT Solutions shall not be responsible for failures caused by third parties outside our reasonable control, including:

• ✓ Cloud providers
• ✓ Hosting providers
• ✓ Internet service providers
• ✓ Payment gateways
• ✓ AI API providers
• ✓ Apple
• ✓ Google
• ✓ Microsoft
• ✓ Amazon
• ✓ Telecom operators
• ✓ Domain registrars
• ✓ External software providers; or
• ✓ Other external infrastructure

28Suspension and Termination

We may suspend or terminate access to our Services where:

• ✓ Fees remain unpaid
• ✓ The Client materially breaches these Terms
• ✓ The Client engages in unlawful activity
• ✓ Security is compromised
• ✓ Continued service presents a material technical or security risk
• ✓ Required third-party Services become unavailable; or
• ✓ Suspension is reasonably necessary to protect our systems or other customers

We may also modify, suspend, or discontinue portions of our website or Services where reasonably necessary.

29Effect of Termination

Upon termination:

• ✓ Outstanding amounts become immediately payable where permitted by the applicable agreement
• ✓ Access to applicable Services may be discontinued
• ✓ Licenses granted under these Terms may terminate where applicable
• ✓ Confidentiality obligations shall continue
• ✓ Intellectual property provisions shall continue
• ✓ Liability limitations shall continue; and
• ✓ Any provisions intended by their nature to survive termination shall remain effective

30Force Majeure

Silicon ICT Solutions shall not be liable for failure or delay caused by circumstances beyond our reasonable control, including:

• ✓ Natural disasters
• ✓ War
• ✓ Terrorism
• ✓ Government actions
• ✓ Internet or telecommunications failures
• ✓ Cyberattacks
• ✓ Widespread infrastructure failures
• ✓ Pandemics
• ✓ Power outages
• ✓ Cloud provider failures
• ✓ Labor disruptions; or
• ✓ Other events beyond our reasonable control

31Indemnification

To the fullest extent permitted by applicable law, the Client agrees to indemnify and hold harmless Silicon ICT Solutions, its directors, officers, employees, and contractors against claims, losses, liabilities, and expenses arising from:

• ✓ The Client's unlawful use of our Services
• ✓ Client Materials infringing third-party rights
• ✓ The Client's breach of these Terms
• ✓ The Client's violation of applicable laws
• ✓ Unauthorized use of our Services through the Client's account; or
• ✓ Third-party claims arising from information or materials supplied by the Client

32No Resale or Unauthorized Distribution

Unless expressly authorized in writing, the Client may not:

• ✓ Resell Silicon ICT Solutions' proprietary software
• ✓ Sublicense proprietary technology
• ✓ Commercially redistribute our internal tools
• ✓ Provide unauthorized access to third parties
• ✓ Remove proprietary notices; or
• ✓ Represent Silicon ICT Solutions' proprietary technology as its own independently developed technology

33Portfolio and Marketing Rights

Unless expressly prohibited in writing, Silicon ICT Solutions may identify a completed Project as part of its portfolio and may display the Client's name, logo, and publicly available information for marketing and business-development purposes.

Where the Project is confidential, subject to an NDA, or expressly designated confidential by the Client, Silicon ICT Solutions shall not publicly disclose confidential Project information without appropriate authorization.

34Electronic Communications

By communicating with Silicon ICT Solutions electronically, you acknowledge that email, electronic signatures, project management systems, and other electronic communications may be used for business communications, approvals, and documentation.

Electronic records may constitute evidence of communications and approvals, subject to applicable law.

35Modifications to These Terms

We reserve the right to modify these Terms from time to time.

Updated Terms may be published on this website with a revised "Last Updated" date.

Your continued use of our website or Services following publication of updated Terms may constitute acceptance of the revised Terms to the extent permitted by applicable law.

36Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect.

The invalid provision shall be interpreted or replaced to the extent necessary to make it enforceable while preserving its original commercial intent as far as legally possible.

37No Waiver

Failure by Silicon ICT Solutions to enforce any provision of these Terms shall not constitute a waiver of our right to enforce that provision in the future.

38Entire Agreement

These Terms, together with any applicable:

• ✓ Quotation
• ✓ Proposal
• ✓ Statement of Work
• ✓ Service Agreement
• ✓ Maintenance Agreement
• ✓ Non-Disclosure Agreement (NDA)
• ✓ Data Processing Agreement; and
• ✓ Other written agreement

constitute the agreement between the parties concerning the relevant Services, subject to the priority rules contained herein.

39Governing Law and Jurisdiction

These Terms shall be governed by and interpreted in accordance with the laws of the United Arab Emirates, unless otherwise specified in a written agreement between Silicon ICT Solutions and the Client.

Any dispute arising out of or relating to these Terms or the Services shall be subject to the jurisdiction of the courts of Dubai, United Arab Emirates, unless otherwise agreed in writing.

40Contact Information

For questions regarding these Terms and Conditions, please contact: