Terms of Service

Monclave provides professional software development and design services, including but not limited to:

• Custom web application development (frontend, backend, full-stack)
• Mobile application development (iOS, Android, cross-platform)
• SaaS product design and development
• User interface (UI) and user experience (UX) design
• MVP development and prototyping
• API development and integration services
• Database design and optimization
• Cloud infrastructure setup and DevOps
• Technical consulting and architecture review
• Maintenance, support, and enhancement services

Each project engagement shall be governed by a separate Statement of Work that specifies:

• Detailed scope and requirements
• Deliverables and acceptance criteria
• Project timeline and milestones
• Fee structure and payment schedule
• Resource allocation and team composition
• Communication and review processes
• Change management procedures

In case of conflict between these Terms and a Statement of Work, the Statement of Work shall prevail for matters specific to that project.

Unless explicitly agreed in writing, our services do not include:

• Legal, accounting, tax, or regulatory compliance advice
• Content creation (copywriting, photography, videography)
• Marketing, SEO, or advertising services
• Third-party software licensing, domain registration, or hosting fees
• Ongoing server administration or 24/7 technical support (may be available as a separate retainer)
• Physical hardware procurement, installation, or maintenance

Upon receiving your inquiry, we conduct discovery sessions to understand your requirements, goals, and constraints. Based on this, we prepare a proposal or Statement of Work outlining the recommended approach, timeline, and investment.

The engagement begins upon mutual agreement evidenced by:

• Signed Statement of Work or project agreement
• Written acceptance via email confirming the scope and terms
• Receipt of the required deposit or initial payment

Verbal agreements are not binding. Any modifications must be agreed in writing.

Following agreement execution, we:

• Conduct a kickoff meeting to align on objectives and processes
• Establish communication channels, access permissions, and collaboration tools
• Assign a dedicated project manager or point of contact
• Execute the project according to the agreed methodology (agile, waterfall, or hybrid)
• Provide regular progress updates and milestone reviews

Deliverables are submitted for review according to the agreed timeline. The Client has a defined review period (typically 5-10 business days unless otherwise specified) to:

• Accept the deliverable as meeting the agreed specifications
• Request revisions for items not meeting the defined criteria
• Provide detailed feedback for any issues or concerns

Deliverables not explicitly rejected within the review period shall be deemed accepted.

• Designate a primary point of contact with decision-making authority
• Respond to requests for information, feedback, and approvals within agreed timeframes
• Participate in scheduled meetings, reviews, and milestone sign-offs
• Communicate requirements changes promptly through the agreed change request process

• Provide all required Client Materials (content, assets, data, credentials) in a timely manner
• Ensure Client Materials are accurate, complete, and do not infringe third-party rights
• Grant necessary access to systems, accounts, and environments required for the Services
• Maintain current licenses for any third-party software required by the project

• Ensure the use of our Services complies with all applicable laws and regulations
• Not use our Services for any illegal, harmful, or objectionable purposes
• Obtain necessary consents and licenses for any third-party content or data provided
• Inform us of any regulatory requirements that may affect the project scope

Failure to meet Client obligations may result in project delays, additional fees, or impact the quality of deliverables. Monclave shall not be liable for delays or deficiencies caused by Client's failure to fulfill these obligations.

Fees for Services may be structured as:

• Fixed Price: A predetermined total fee for defined deliverables and scope.
• Time & Materials: Fees based on actual time spent at agreed hourly/daily rates, plus approved expenses.
• Retainer: A recurring fee for ongoing services, support, or reserved capacity.
• Milestone-Based: Payments tied to completion of defined project milestones.

The applicable fee structure is specified in each Statement of Work.

• Deposit: A non-refundable deposit (typically 25-50% of project value) is required before work commences.
• Milestone Payments: For fixed-price projects, payments are due upon completion of agreed milestones.
• Monthly Invoicing: For time & materials and retainer engagements, invoices are issued monthly in arrears.
• Payment Due: Invoices are payable within 14 days of invoice date unless otherwise agreed.
• Currency: All fees are quoted in UAE Dirhams (AED) or US Dollars (USD) as specified. Exchange rate fluctuations may affect final amounts for other currencies.

• Overdue payments accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower).
• Monclave reserves the right to suspend work on overdue accounts until payment is received.
• Repeated late payments may result in modified payment terms (e.g., prepayment requirements).
• Client is responsible for any collection costs, including reasonable attorney fees.

The Client shall reimburse pre-approved out-of-pocket expenses including:

• Third-party software licenses, APIs, or services required for the project
• Domain registration, hosting, and infrastructure costs
• Travel expenses (if applicable and pre-approved) at actual cost
• Stock photography, fonts, or other licensed assets

Expenses exceeding $500 USD require written pre-approval.

Quoted fees exclude applicable taxes. The Client is responsible for any value-added tax (VAT), sales tax, withholding tax, or other taxes imposed by relevant authorities. Monclave will add applicable VAT to invoices as required by UAE law.

The Client retains all rights in Client Materials provided to Monclave. The Client grants Monclave a non-exclusive license to use Client Materials solely for performing the Services.

Upon receipt of full payment, the Client receives ownership of custom Deliverables created specifically for the project, including:

• Custom application code written for the project
• Custom UI/UX designs and assets
• Project-specific documentation

This transfer is subject to the exceptions outlined below.

Monclave retains ownership of:

• Pre-existing code libraries, frameworks, tools, and methodologies
• Reusable components, templates, and design patterns developed independently or across multiple projects
• General knowledge, skills, techniques, and know-how

Where Pre-Existing IP is incorporated into Deliverables, the Client receives a perpetual, non-exclusive, royalty-free license to use such materials as part of the delivered solution.

Deliverables may incorporate third-party software, libraries, or assets (open-source or licensed). Such materials remain subject to their respective licenses. Monclave will:

• Disclose significant third-party dependencies and their license types
• Select components with permissive licenses where possible
• Ensure compliance with applicable open-source obligations

The Client is responsible for ongoing compliance with third-party license terms.

Monclave reserves the right to display and reference completed work in our portfolio, case studies, marketing materials, and award submissions, unless explicitly restricted in writing. This includes:

• Screenshots and descriptions of the project
• General project metrics (non-confidential)
• Client name and logo (with client approval)

Both parties agree to maintain the confidentiality of information disclosed during the engagement that is marked confidential or would reasonably be understood to be confidential, including:

• Business strategies, plans, and financial information
• Technical specifications and proprietary algorithms
• Customer data, user information, and analytics
• Trade secrets, pricing information, and competitive data
• Unpublished product features and roadmaps

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed without use of confidential information
• Is received from a third party without confidentiality restrictions
• Must be disclosed by law, regulation, or court order (with notice to the disclosing party where permitted)

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected indefinitely.

Monclave represents and warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards.
• We have the right and authority to enter into this Agreement and perform the Services.
• Deliverables will substantially conform to the specifications in the applicable Statement of Work.
• To our knowledge, custom Deliverables will not infringe third-party intellectual property rights.
• We will comply with applicable laws and regulations in performing the Services.

The Client represents and warrants that:

• You have the authority to enter into this Agreement and bind your organization.
• Client Materials provided do not infringe any third-party rights.
• You will use the Deliverables in compliance with applicable laws.
• Information provided during the project is accurate and complete.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MONCLAVE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that Deliverables will be error-free, uninterrupted, or meet all of Client's requirements beyond those specified in the Statement of Work.

For a period of thirty (30) days following delivery acceptance ("Warranty Period"), Monclave will correct at no additional charge any bugs or defects that cause Deliverables to fail to substantially conform to the agreed specifications. This warranty does not cover:

• Issues caused by Client modifications or unauthorized use
• Changes to third-party services, APIs, or platforms
• New feature requests or scope changes
• Environmental factors outside our control (hosting, hardware, network)

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MONCLAVE'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT UNDER THE APPLICABLE STATEMENT OF WORK DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or data restoration costs
• Loss of goodwill or reputation
• Business interruption or downtime costs
• Cost of substitute services

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

The limitations in this section do not apply to:

• Breach of confidentiality obligations
• Intellectual property infringement claims
• Client's payment obligations
• Gross negligence or willful misconduct
• Claims that cannot be limited under applicable law

The parties acknowledge that the limitations of liability in this Agreement reflect an informed, voluntary allocation of risk and form an essential basis of the bargain between the parties. The fees charged reflect this allocation.

The Client shall indemnify, defend, and hold harmless Monclave, its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorney fees) arising from:

• Client Materials infringing third-party intellectual property or other rights
• Client's use of Deliverables in violation of applicable law
• Client's breach of representations or warranties in this Agreement
• Content, data, or services provided by Client to end users

Monclave shall indemnify, defend, and hold harmless the Client from third-party claims that custom Deliverables (excluding Client Materials and Third-Party Materials) infringe valid intellectual property rights, provided that:

• Client promptly notifies Monclave of the claim
• Monclave has sole control over the defense and settlement
• Client provides reasonable cooperation and assistance

If an infringement claim arises, Monclave may, at its option: (a) obtain a license for continued use, (b) modify the Deliverable to be non-infringing, or (c) refund fees paid for the infringing component.

This Agreement commences upon acceptance and continues until all Statements of Work are completed, unless earlier terminated as provided below.

Either party may terminate this Agreement or any Statement of Work for convenience with thirty (30) days' written notice. Upon such termination:

• Client shall pay for all work completed through the termination date
• Monclave will deliver work-in-progress and documentation
• Deposits are non-refundable but may be credited toward completed work

Either party may terminate immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure within fifteen (15) days of written notice
• The other party becomes insolvent, files for bankruptcy, or ceases operations
• The other party engages in illegal or unethical conduct affecting the engagement

Monclave may suspend work immediately if Client fails to make payment within fifteen (15) days of the due date.

Upon termination:

• All outstanding payments become immediately due
• Each party shall return or destroy the other's Confidential Information
• IP rights transfer only to the extent work has been paid for
• Provisions that by their nature should survive (confidentiality, IP, limitation of liability, indemnification) shall survive termination

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, specifically the laws applicable in the Emirate of Dubai, without regard to conflict of law principles.

Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiations. A party must provide written notice of the dispute and the parties shall meet (in person or virtually) within fifteen (15) days to attempt resolution.

If informal negotiations fail, the parties agree to submit the dispute to mediation administered by the Dubai International Arbitration Centre (DIAC) or another mutually agreed mediation service. Each party shall bear its own costs, with mediation fees shared equally.

If mediation fails to resolve the dispute within thirty (30) days, any remaining dispute shall be finally resolved by binding arbitration under the rules of the Dubai International Arbitration Centre (DIAC). The arbitration shall be:

• Conducted in Dubai, UAE
• Held in the English language
• Decided by a single arbitrator mutually agreed upon, or appointed by DIAC

The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the above, either party may seek injunctive or other equitable relief in courts of competent jurisdiction to protect intellectual property rights or prevent irreparable harm.

This Agreement, together with applicable Statements of Work, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements. Any pre-contractual representations not included herein have no effect.

Modifications to this Agreement must be in writing and signed by authorized representatives of both parties. No oral modification or waiver shall be effective.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Failure to enforce any right under this Agreement shall not constitute a waiver of that right. Waivers must be in writing and signed by the waiving party.

Neither party may assign this Agreement without the other's prior written consent, except that Monclave may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void.

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

Notices under this Agreement shall be in writing and sent to the addresses specified in the Statement of Work. Notices are effective upon receipt if delivered personally or by courier, or three (3) business days after sending by email with confirmation of delivery.

Statements of Work may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.