The terms and conditions governing your use of wizCode's services.
These Terms of Service ("Terms") constitute a legally binding agreement between wizCode Inc. ("wizCode", "we", "us", or "our") and you ("Client", "you", or "your"). By engaging wizCode's services, executing a Statement of Work, or accessing our website, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our services.
wizCode provides custom software engineering, technical consulting, cloud infrastructure, and related technology services as described in individual Statements of Work ("SOW") agreed between the parties. Each SOW is incorporated into and governed by these Terms. In the event of a conflict between an SOW and these Terms, the SOW shall prevail with respect to the specific engagement.
We reserve the right to subcontract portions of the work to qualified contractors. wizCode remains responsible for all work product regardless of who performs it. We will not subcontract to parties who compete directly with the Client without prior written consent.
Unless otherwise specified in an SOW, the following payment terms apply to all project-based engagements: a 50% deposit is due upon SOW signature before work commences; the remaining 50% is due upon delivery of the final milestone as defined in the SOW. For retainer and support agreements, payment is due monthly in advance on the first of each month.
All invoices are due within 14 days of issuance. Overdue invoices accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower. wizCode reserves the right to suspend work on overdue accounts after 7 days written notice without penalty or liability.
All fees are quoted and payable in United States Dollars unless otherwise agreed in writing. Clients are responsible for all applicable taxes, including VAT, GST, or sales tax, except for taxes based on wizCode's net income.
Upon receipt of full payment for a project engagement, wizCode assigns to the Client all right, title, and interest in the custom deliverables created specifically for that engagement ("Work Product"), including all intellectual property rights therein.
wizCode retains ownership of: all pre-existing intellectual property, tools, frameworks, libraries, and methodologies used in the delivery ("Background IP"); general knowledge, skills, and experience gained in the performance of services; and any generic tools or components that are not specific to the Client's deliverables. wizCode grants the Client a perpetual, irrevocable, royalty-free licence to use Background IP incorporated in the Work Product.
The Client represents that any materials provided to wizCode for incorporation in the deliverables do not infringe the intellectual property rights of any third party.
Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Each party agrees to: use Confidential Information only for the purposes of the engagement; restrict access to Confidential Information to employees and contractors with a need to know; and protect Confidential Information with at least the same care it uses for its own confidential information, but no less than reasonable care.
Confidentiality obligations do not apply to information that: is or becomes publicly available through no fault of the receiving party; was rightfully known to the receiving party before disclosure; is independently developed by the receiving party without use of Confidential Information; or is required to be disclosed by law, regulation, or court order, provided the disclosing party is given reasonable prior written notice.
Confidentiality obligations survive termination of the engagement for a period of 5 years.
The Client agrees to: provide timely access to systems, data, personnel, and resources reasonably required for the delivery of services; designate a primary point of contact with authority to make decisions on behalf of the Client; respond to requests for information, review, and approval within the timeframes specified in the SOW (default: 3 business days); provide accurate and complete information necessary for the performance of services; and not to reverse engineer, decompile, or disassemble any wizCode software or tools.
Delays caused by the Client's failure to fulfill these responsibilities may extend project timelines and may result in additional charges at wizCode's standard rates.
wizCode warrants that: all services will be performed in a professional and workmanlike manner by qualified personnel; deliverables will materially conform to the specifications described in the SOW; and wizCode has the right to enter into these Terms and perform the services described.
wizCode provides a 30-day warranty on all deliverables after final delivery. During this period, wizCode will correct any defects that cause the deliverables to fail to materially conform to the SOW specifications at no additional charge. This warranty does not cover defects caused by modifications made by the Client or third parties, or use of the deliverables in ways not contemplated by the SOW.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, WIZCODE PROVIDES SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL WIZCODE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WIZCODE'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO WIZCODE IN THE 12 MONTHS PRECEDING THE CLAIM.
These limitations apply to the maximum extent permitted by applicable law and regardless of the theory of liability (contract, tort, statute, or otherwise). Some jurisdictions do not allow certain limitations of liability, so these limitations may not apply to you in full.
Either party may terminate an SOW for material breach if the breaching party fails to cure the breach within 30 days of written notice. The Client may terminate an SOW for convenience on 30 days written notice, in which case the Client shall pay for all work completed to date plus a termination fee equal to 20% of the remaining unpaid project value. wizCode may terminate immediately if the Client fails to pay undisputed invoices within 30 days of their due date, or if the Client engages in illegal or abusive conduct.
Upon termination, each party shall return or destroy the other party's Confidential Information, except as required by law. Sections 3, 4, 7, and 9 survive termination.
These Terms are governed by the laws of the United Arab Emirates. Any dispute arising from or relating to these Terms shall first be subject to good-faith negotiation between senior representatives of each party for a period of 30 days. If the dispute is not resolved through negotiation, it shall be resolved by binding arbitration administered by the relevant dispute resolution authority in Dubai, UAE. The prevailing party shall be entitled to recover reasonable legal fees and costs.
These Terms, together with applicable SOWs, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements. These Terms may not be modified except by a written amendment signed by both parties. If any provision of these Terms is found unenforceable, the remaining provisions continue in full force. Neither party may assign these Terms without the other party's written consent, except in connection with a merger or acquisition of substantially all of that party's assets.
Failure to enforce any provision of these Terms does not constitute a waiver of that provision. wizCode is an independent contractor, not an employee, partner, or agent of the Client.
For questions about these Terms, contact legal@wiz-code.com or wizCode Inc., Dubai, United Arab Emirates.