Term & Condition

1. Acceptance of Terms

1.1 Binding Agreement

By accessing, browsing, or using the Slaab AI website (www.slaab.ai), communicating with us through any medium (including but not limited to online forms, email, telephone, or direct consultation), or engaging with our AI automation services in any capacity (collectively referred to as the “Services”), you expressly acknowledge, understand, and agree that:

• You have read and understood these Terms and Conditions (“Terms”);
• You are legally bound by these Terms and our Privacy Policy, which is hereby incorporated into and made a part of these Terms by reference; and
• You will comply with all applicable laws and regulations governing your use of our Services.

Where acceptance is indicated electronically (including clicking ‘I Agree,’ ticking a checkbox, or continuing to use the Services after being presented with these Terms), such acceptance shall have the same legal force and effect as a handwritten signature.

If you do not agree to all of these Terms, you must immediately cease accessing or using the Services.

1.2 Parties to the Agreement

These Terms constitute a binding legal agreement between:

• SOL AI TECH FZ LLC, trading as Slaab AI, a company incorporated under the laws of Dubai Free - Zone, with its registered office at Sheikh Mohammed Bin Zayed Rd - In5 Media - Dubai Production City - Dubai, UAE (“Slaab AI,” “we,” “us,” or “our”);
• and you (“you,” “your,” or “Client”), being the individual and/or the legal business entity you represent.

1.3 Effective Date & Applicability

These Terms become effective from the earliest of:

1. The date you first access the Slaab AI website;
2. The date you submit any form, request, or inquiry to us;
3. The date you sign or accept any proposal, quotation, Scope of Work (SOW), non-disclosure agreement (NDA), or other contractual documentation from Slaab AI; or
4. The date you receive any deliverables, advice, or intellectual property from Slaab AI.

1.4 Entire Agreement

These Terms, together with the Privacy Policy and any specific agreements (e.g., project proposals, SOWs, DPAs), constitute the entire understanding between you and Slaab AI regarding the Services and supersede any prior oral or written communications.

1.5 No Waiver

Failure by Slaab AI to enforce any provision in these Terms shall not constitute a waiver of such provision or of any other provision. Any waiver must be in writing and signed by an authorized representative of Slaab AI.

1.6 Authority to Contract

By accepting these Terms:

• You affirm that you are at least 18 years of age,
• You are entering into this agreement on behalf of yourself or your employer/business, and
• You have full legal authority to bind the represented entity to these Terms.

1.7 Updates to Terms

Slaab AI reserves the right to modify these Terms from time to time in accordance with clause Amendments below. Continued use of the Services after modifications have been posted constitutes consent to the latest version.

2. Services Offered

2.1 Nature of Services

Slaab AI provides AI-powered automation solutions designed to optimize workflows, improve operational accuracy, and accelerate business growth for organizations of all sizes, industries, and geographies.
Our services may include, but are not limited to:

• End-to-End Business Process Automation (back-office workflows, customer service, data entry, reporting, and more)
• AI Agent Development & Deployment (custom-trained AI chatbots, virtual assistants, and decision-support systems)
• Workflow Integration with client’s existing CRM, ERP, and other enterprise platforms
• Predictive Analytics & Data Processing using AI-driven insights
• Custom Automation Consulting and process optimization strategies
• Ongoing Maintenance & Support for deployed solutions

All Services are delivered in accordance with the specific Scope of Work (SOW), proposal, or written agreement provided to and accepted by the Client.

2.2 Engagement Scope & Limitations

• The Services offered are custom-tailored to each client’s operational needs as documented in the agreed SOW or contract.
• Unless expressly stated in writing, Slaab AI is not obligated to expand Services beyond the agreed terms or deliverables.
• Implementation timelines and feature availability depend on the Client’s cooperation, timely provision of necessary inputs, and readiness of relevant third-party platforms.
• Slaab AI does not operate as a data hosting provider and is not responsible for permanent storage of Client data beyond the needs of the contract.
• Any free trials, beta programs, or proof-of-concepts are provided “as-is” without warranties or performance guarantees.

2.3 Third-Party Tools, Platforms, and Integrations

Some Services may require the use of third-party tools, APIs, or platforms (e.g., Google Cloud, AWS, Microsoft Azure, CRM tools).

• Slaab AI is not liable for service interruptions, API changes, pricing fluctuations, or technical issues originating from third-party providers.
• All use of third-party tools will be disclosed to the Client during project scoping, and where necessary, the Client must maintain any required licenses or subscriptions.

2.4 Service Delivery Model

Slaab AI delivers Services through one or more of the following formats:

• Remote/Virtual Engagements through online project management, communication, and delivery tools
• On-site Engagements (if explicitly agreed and contracted, subject to additional costs and jurisdictional feasibility)
• Hybrid Delivery as jointly agreed between Slaab AI and the Client

Where relevant, deliverables will be provided in compatible file formats, secure digital environments, or hosted solutions as documented in the SOW.

2.5 Modifications & Upgrades

• Any modifications to the agreed Service scope must be made through a mutually signed change request and may be subject to additional fees and revised timelines.
• Slaab AI reserves the right to upgrade or enhance tools, algorithms, and delivery processes during a project, provided such changes do not diminish the agreed deliverables.

3. Eligibility

3.1 Age and Legal Capacity

You represent and warrant that you are at least 18 years of age and possess the full legal capacity to enter into binding contracts. Use of Slaab AI services or the website by anyone under the age of 18 is strictly prohibited.

3.2 Business Representation

You must be acting on behalf of a registered business, organization, or legal entity to use our services. By engaging with Slaab AI, you confirm that you have the authority to bind the business or entity you represent to these Terms and Conditions.

3.3 Verification

Slaab AI reserves the right to verify your eligibility at any time, which may include requesting identity or business authority documents. Failure to provide satisfactory evidence may result in suspension or termination of access to the Services.

3.4 Prohibited Users

Access to and use of the Services is not permitted for individuals or entities that:

• Are prohibited by applicable law from receiving our services.
• Are involved in unauthorized or fraudulent activities.
• Do not meet the above eligibility criteria.

4. Engagement Process

4.1 Initiation of Services

The Client may initiate an engagement with Slaab AI through one of the following channels:

• Completing and submitting the online inquiry form on our official website (www.slaab.ai);
• Directly contacting us via our official communication email at support@slaab.ai, phone, or authorized business messaging platforms;
• Scheduling a discovery or consultation call through our booking system or as arranged by a Slaab AI representative;
• Meeting us in person at approved business events, workshops, or on-site visits.

Upon receipt of the inquiry, Slaab AI will acknowledge the request and initiate the discovery phase.

4.2 Phases of Engagement

Unless otherwise agreed in writing, each engagement follows these structured steps:

1. Discovery & Consultation
   
   • Initial assessment of Client’s operational needs, challenges, and objectives.
   • May involve questionnaires, interviews, or technical audits.
   • Preliminary feasibility review and identification of potential automation opportunities.
2. Proposal & Scope of Work (SOW) Definition
   
   • Submission of a formal proposal outlining deliverables, timelines, service scope, costs, and responsibilities.
   • Refinements may be made through Client feedback before acceptance.
   • Inclusion of any required confidentiality agreements (NDAs) prior to detailed disclosures.
3. Contract Execution
   
   • Binding agreement signed by both parties, which may include SOW, NDAs, Data Processing Agreements (DPAs), and other applicable documents.
   • Specification of payment terms, project phases, and acceptance criteria.
4. Project Execution & Delivery
   
   • Phased delivery model where applicable, with periodic progress reviews.
   • Client obligations (including providing timely access to data, personnel, and systems) must be met to maintain the agreed schedule.
   • Deliverables provided in secure formats through authorized channels.
5. Testing, Review, & Acceptance
   
   • Client review and feedback within the agreed response window (usually 5–10 business days).
   • Final sign-off confirming successful delivery of each phase or the entire project.
6. Post-Delivery Support (If Applicable)
   
   • As per contract, may include technical assistance, minor adjustments, or maintenance services.
   • Additional requests outside the agreed support scope are handled via a separate change request process.

4.3 Change Requests

• Any variation to the agreed scope, deliverables, timelines, or pricing must be documented through a mutually signed Change Request Form, which may involve additional costs and updated delivery schedules.
• Verbal or informal change requests will not be treated as binding.

4.4 Right to Decline Engagement

Slaab AI reserves the right, at its sole discretion, to decline or terminate discussions at the pre-contract stage if:

• The Client’s requirements are incompatible with our services;
• The engagement poses operational, legal, regulatory, or reputational risks;
• Necessary information or cooperation is withheld.

5. Payment Terms

5.1 Pricing Basis

All fees and charges for the Services will be set out in the Proposal, Scope of Work (SOW), quotation, or other written agreement executed by both parties. Pricing is exclusive of applicable taxes, duties, and levies, unless expressly stated otherwise. Any such taxes will be charged to and payable by the Client in accordance with applicable law.

5.2 Payment Structure

Unless otherwise agreed in writing, Services are subject to a phase-based payment model, which may include:

• Deposit / Advance Payment – Payable upon contract signing before commencement of work.
• Milestone Payments – Payable on completion of specific deliverable stages as defined in the SOW.
• Final Payment – Payable upon completion of the final deliverable(s) or as otherwise specified in the contract.

Work will not proceed to the next project phase until the corresponding payment has been received in full.

5.3 Invoicing & Payment Timeline

• Invoices will be issued electronically to the Client’s designated billing contact.
• Payment is due within the period specified in the SOW or invoice (default: 10 calendar days from the invoice date).
• Late payments may result in suspension of Services until the outstanding balance is cleared.
• Interest may be charged on overdue amounts at the rate permitted under the Indian Interest Act, 1978, or as per statutory provisions applicable in the Client’s jurisdiction.

5.4 Currency & Method of Payment

• All payments shall be made in Indian Rupees (INR) or another mutually agreed currency.
• Acceptable methods include bank transfer, UPI, or other officially designated channels.
• Client is responsible for any bank or transfer fees — Slaab AI expects to receive the full invoice amount without deductions.

5.5 No Refund Policy

• All fees paid are non-refundable, including deposits, milestone amounts, and prepayments, once the respective phase has commenced.
• If the Client unilaterally cancels or delays the project, any amounts already paid remain non-refundable, and additional fees for work already performed may become immediately payable.

5.6 Changes Affecting Fees

• Any Client-requested scope changes, delays caused by the Client, or required rework outside agreed timelines may result in additional fees and revised delivery schedules.
• Any supplier price increases or third-party licensing cost adjustments that occur mid-project and are directly relevant to the engagement may be passed on to the Client with prior written notice.

5.7 Suspension for Non-Payment

If the Client fails to pay any invoice within the stipulated time:

• Slaab AI may immediately pause work and withhold deliverables, reports, or access to systems.
• Continued non-payment for more than 30 days may result in termination of the contract and pursuit of recovery actions, including legal proceedings, at the Client’s expense.

6. Intellectual Property

6.1 Ownership of Deliverables

Unless otherwise agreed in writing:

• All deliverables, software code, algorithms, documentation, designs, models, workflows, and other materials created or developed by Slaab AI specifically for the Client under the agreed Scope of Work (“Project Materials”) shall remain the sole and exclusive property of Slaab AI until all invoices relating to the project have been paid in full.
• Upon receipt of complete payment, title and ownership of the final, agreed deliverables (excluding any embedded pre-existing intellectual property, tools, or third-party components) will transfer to the Client in accordance with the terms of the contract.

6.2 Pre-Existing Intellectual Property

Slaab AI retains full rights, title, and interest in:

• Any pre-existing code, scripts, algorithms, templates, libraries, documentation, methodologies, processes, or tools developed or owned by Slaab AI prior to the project, or independently developed outside the scope of the Client’s engagement.
• Any improvements, modifications, or derivative works of such pre-existing IP.

Where pre-existing IP is incorporated into a deliverable, Slaab AI grants the Client a non-exclusive, non-transferable, worldwide license to use it solely for the Client’s internal business purposes, unless otherwise agreed in writing.

6.3 Third-Party Intellectual Property

If the Services include the integration or use of third-party software, APIs, datasets, or other intellectual property:

• Such components are subject to the licensing terms of the respective third-party provider.
• The Client is responsible for maintaining any license agreements, subscriptions, or renewals required for continued use of such third-party IP.
• Slaab AI makes no warranty regarding the ownership, licensing, or continued availability of third-party tools, APIs, or data sources, and shall not be liable for disruptions caused by such third-party changes.

6.4 License to Use

Unless expressly stated otherwise in the written agreement:

• Upon full payment, the Client shall receive a perpetual, non-exclusive, non-sublicensable, non-transferable license to use the deliverables solely for the Client’s internal business purposes.
• The Client may not reproduce, sell, lease, license, modify, distribute, or otherwise commercially exploit the deliverables for third-party benefit without Slaab AI’s prior written consent.

6.5 Portfolio & Marketing Rights

Slaab AI reserves the right to display non-confidential portions of the deliverables, case studies, or descriptions of the project in its portfolio, proposals, or marketing materials, unless the Client has expressly objected in writing before contract execution.

6.6 Infringement Warranties

Slaab AI warrants that, to the best of its knowledge, the deliverables created specifically for the Client do not infringe upon any third party’s intellectual property rights. This warranty does not apply to:

• Any materials provided by the Client;
• Modifications made by the Client or third parties after delivery;
• Third-party tools, content, or data integrated under their own licensing terms.

7. Confidentiality

7.1 Definition of Confidential Information

For the purposes of these Terms, “Confidential Information” means any non-public, proprietary, technical, business, financial, operational, or other information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in any form (oral, written, electronic, visual, or otherwise) during the course of discussions, negotiations, or performance under these Terms.
Confidential Information includes, but is not limited to:

• Business plans, strategies, forecasts, and pricing
• Client lists, supplier details, and internal processes
• Software code, algorithms, workflows, and designs
• Technical documentation, system configurations, and security protocols
• Data samples, customer data, or operational metrics

7.2 Mutual Confidentiality Obligations

Both parties agree to:

1. Use the Confidential Information solely for the purpose of fulfilling obligations under these Terms;
2. Not disclose, copy, reproduce, or otherwise share Confidential Information with any third party without the prior written consent of the Disclosing Party;
3. Limit access to Confidential Information strictly to employees, contractors, or agents who have a demonstrable need to know it for the purposes of the engagement and who are bound by equivalent confidentiality obligations;
4. Exercise at least the same degree of care to protect the Confidential Information as they use to protect their own confidential data, but in no event less than reasonable industry-standard care.

7.3 Exclusions

The obligations in this clause do not apply to information that:

• Is or becomes publicly available without breach of this Agreement;
• Was lawfully known to the Receiving Party before disclosure;
• Is lawfully obtained from a third party without restriction;
• Is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information;
• Must be disclosed pursuant to applicable law, regulation, or a valid court/regulatory order
  (provided the Receiving Party gives prompt written notice to enable the Disclosing Party to seek protective measures).

7.4 Data Security Alignment

Where confidential information includes personal data, its handling will also be subject to Slaab AI’s Privacy Policy and applicable data protection laws (including GDPR, CCPA, and PDPL), ensuring encryption, access controls, and other safeguards.

7.5 Survival of Obligations

Confidentiality obligations under this clause shall:

• Commence upon first disclosure of Confidential Information;
• Survive for a period of five (5) years after termination or completion of the engagement, except for trade secrets, which shall remain protected indefinitely until they lawfully enter the public domain.

7.6 Remedies for Breach

The parties acknowledge that a breach of this confidentiality clause may cause significant and irreparable harm for which monetary damages alone may be inadequate. In such cases, the Disclosing Party shall be entitled to seek injunctive relief and any other remedies available under law, in addition to any damages.

8. Client Responsibilities

8.1 Provision of Information and Resources

The Client agrees to provide accurate, complete, and timely information, documents, data, and access reasonably required by Slaab AI to perform the Services. This includes, but is not limited to:

• Business requirements, process documentation, and technical specifications;
• Access credentials or permissions to relevant systems, software, APIs, or infrastructure;
• Contact details and availability of key stakeholders or decision-makers;
• Prompt approval, feedback, and sign-offs in accordance with agreed timelines.

Failure to provide such information or access may result in delivery delays and/or additional costs.

8.2 Cooperation and Communication

The Client shall:

• Designate a primary point of contact empowered to make binding decisions on behalf of the Client;
• Respond to Slaab AI communications within the mutually agreed response timeframes (default: within 3–5 business days);
• Participate in progress meetings, reviews, testing, and acceptance procedures as reasonably required;
• Avoid unreasonable rescheduling or prolonged inactivity that would disrupt agreed project schedules.

8.3 Compliance with Laws

The Client is solely responsible for ensuring that:

• All data, content, and materials provided to Slaab AI comply with applicable laws, regulations, and industry standards in all jurisdictions relevant to the project;
• They have obtained all necessary rights, licenses, and consents for Slaab AI to process, store, and use such data as part of service delivery;
• No instructions or requests given to Slaab AI will cause it to violate relevant laws or third-party rights.
• Ensure that any personal data shared with Slaab AI for service delivery has been collected lawfully and that the client has obtained all necessary consents from individuals, in compliance with GDPR and UAE PDPL.

8.4 Technical Readiness and Infrastructure

Where Services require integration with the Client’s infrastructure, the Client must ensure that:

• Systems meet the minimum technical requirements communicated by Slaab AI;
• Third-party software or platforms necessary for the project are properly licensed, functional, and accessible;
• Adequate IT resources are allocated to facilitate smooth onboarding and implementation.

8.5 Security and Data Handling

If the Client provides access to its systems or confidential data:

• Such access must be provided securely and only for the agreed purposes;
• The Client must apply reasonable internal safeguards to protect Slaab AI’s deliverables, credentials, and proprietary materials from unauthorized access or misuse;
• Any data transferred to Slaab AI must be free of malicious code and comply with applicable privacy laws.

8.6 Consequences of Non-Compliance

If the Client fails to meet these responsibilities, Slaab AI may:

• Pause or delay the project without penalty to Slaab AI;
• Invoice the Client for any additional costs incurred as a result of such failure;
• Adjust project timelines accordingly;
• Terminate the agreement if the breach materially impacts Slaab AI’s ability to perform its obligations.

9. Service Limitations

9.1 General Disclaimer

While Slaab AI strives to deliver high‑quality, reliable, and effective AI automation solutions, no service can be guaranteed to be error‑free, uninterrupted, or to produce specific business results. The Services are provided in accordance with the agreed Scope of Work (“SOW”) and subject to the limitations described in these Terms.

9.2 Dependency on Client Inputs and Cooperation

• Timelines, performance, and outcomes depend on the accuracy, completeness, and timeliness of information, data, feedback, and approvals provided by the Client as outlined in Clause 8 – Client Responsibilities.
• Any delay, omission, or inaccuracy in such inputs may impact deliverables, schedules, and expected results, for which Slaab AI shall bear no liability.

9.3 Third‑Party Systems and Services

Some Services may rely on third‑party platforms, APIs, hosting providers, data sources, licences, or software that are not owned or controlled by Slaab AI.
Accordingly:

• Slaab AI is not responsible for downtime, service changes, pricing adjustments, data loss, or performance issues caused by those third parties.
• Continued functionality of integrations is subject to such third‑party providers maintaining their services and APIs without changes that could break compatibility.
• If a third‑party discontinues, limits, or alters its service, Slaab AI may need to adjust the agreed solution, and this may incur additional cost and/or time, subject to a separate written agreement.
• While Slaab AI provides secure AI automation services, clients are responsible for ensuring compliance with applicable data protection laws, including GDPR and UAE PDPL, when integrating our solutions into their systems.

9.4 Environmental and Technical Conditions

• The performance of any deployed solution depends on the operating environment (e.g., system configuration, hardware, network speeds, and user practices).
• Slaab AI will specify minimum requirements where known, but is not responsible for degradation caused by environments outside its tested configurations.

9.5 “As‑Is” Provision for Experimental or Beta Services

If the Client opts to engage in beta trials, proof‑of‑concepts, or experimental features, such services are provided strictly “as‑is” without any warranties, guarantees, or commitments as to performance, reliability, or fitness for purpose.

9.6 No Guarantee of Financial or Commercial Success

Slaab AI provides technical and process optimisation solutions; however, business outcomes such as profitability, cost savings, or efficiency gains depend on multiple external factors outside our control (including, but not limited to, market conditions, operational practices, and user adoption). Therefore:

• No guarantee, warranty, or representation is made that the Services will achieve any particular commercial or financial result.
• The Client assumes full responsibility for evaluating whether the deliverables meet their intended business needs.

9.7 Force Majeure

Slaab AI shall not be liable for any delay, failure, or interruption in performance caused by events beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, governmental actions, strikes, labour disputes, acts of terrorism, war, utility failures, internet or telecommunication outages, or failures of third‑party hosting or cloud infrastructure providers.

10. Prohibited Use

10.1 General Prohibitions

The Client shall not, directly or indirectly, engage in any activity that:

1. Violates applicable laws or regulations in any jurisdiction relevant to the Services;
2. Infringes upon intellectual property rights of Slaab AI, its licensors, or any third party;
3. Causes or may cause harm, injury, or damage to Slaab AI’s systems, reputation, or other clients;
4. Interferes with or disrupts the normal operation of Slaab AI’s Services, networks, or infrastructure.

10.2 Specific Restrictions

Without limitation, the Client may not:

• Reverse Engineer / Decompile / Disassemble
  Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code, underlying ideas, or algorithms of any software, tools, or deliverables provided by Slaab AI.
• Unauthorized Copying or Distribution
  Copy, reproduce, distribute, publish, transmit, or otherwise make available any part of the Services or deliverables except as expressly authorized in writing.
• Resale or Commercial Exploitation
  Sell, sublicense, lease, rent, or otherwise commercially exploit the Services or deliverables for the benefit of any third party without prior written permission from Slaab AI.
• Circumventing Technical Safeguards
  Attempt to bypass any security measures, licensing controls, or usage restrictions implemented by Slaab AI.
• Malicious Activity
  Introduce or transmit any malicious code, malware, ransomware, viruses, or other harmful programs into Slaab AI’s systems or deliverables.
• Use for Unlawful Purposes
  Deploy or use deliverables for activities that are fraudulent, defamatory, obscene, pornographic, discriminatory, promoting hate speech, or otherwise illegal under applicable laws.
• Unauthorized Access
  Access (or attempt to access) any systems, accounts, or data other than those expressly permitted under the contract.
• Misrepresentation
  Use the Services or deliverables to impersonate another person, entity, or misrepresent affiliation without authorization.

10.3 Third-Party Rights

The Client must not use the Services in a way that violates or infringes any rights of third parties, including intellectual property, confidentiality, privacy, or contractual rights.

10.4 Responsibility for Misuse

The Client shall be fully responsible for any misuse of the Services or deliverables by:

• Its employees, contractors, or agents, whether authorized or unauthorized;
• Any third party who gains access through the Client’s negligence or inadequate safeguards.

10.5 Enforcement & Remedies

If Slaab AI, in its sole discretion, determines that the Client has engaged in prohibited use, Slaab AI may, without limiting any other rights:

• Suspend or terminate the Services immediately;
• Remove access to deliverables or disable affected systems;
• Seek injunctive relief, damages, and any other legal remedies available under applicable law;
• Report the misuse to relevant authorities if it constitutes a criminal act.

11. Indemnification

11.1 Client’s Obligation to Indemnify

The Client agrees to indemnify, defend, and hold harmless SOL AI TECH FZ LLC (trading as Slaab AI), its directors, officers, employees, contractors, agents, affiliates, and licensors (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, liabilities, losses, damages, costs, expenses, or penalties (including reasonable attorney’s fees and litigation costs) arising out of or related to:

1. Breach of these Terms – Any violation of the Terms and Conditions, Privacy Policy, or other agreements with Slaab AI;
2. Misuse of Services – Any prohibited use, unauthorized modification, distribution, or exploitation of deliverables;
3. Third‑Party Rights Infringement – Any claim that materials, data, content, or instructions provided by the Client infringe intellectual property, confidentiality, privacy, or contractual rights of a third party;
4. Violation of Applicable Laws – Any non‑compliance with relevant laws, regulations, or industry standards by the Client or its representatives;
5. Negligence or Misconduct – Any damage, loss, or harm caused by the Client’s negligence, willful misconduct, or failure to maintain adequate safeguards;
6. Data Breaches Involving Client Systems – Any security incident or data breach occurring due to vulnerabilities, misconfigurations, or unauthorized access in the Client’s systems, networks, or third‑party tools under their control.

11.2 Conditions of Indemnification

To benefit from the above, the Indemnified Parties shall:

• Provide the Client with prompt written notice of any claim (failure to do so will not relieve the Client of its indemnification obligations, except to the extent the delay materially prejudices the Client’s defense);
• Allow the Client to assume sole control of the defense and settlement of such claim, provided that no settlement admits fault or imposes obligations on Slaab AI without its prior written consent; and
• Provide all reasonable cooperation and assistance in the defense, at the Client’s expense.

11.3 Slaab AI’s Right to Participate

Slaab AI reserves the right, at its own cost, to participate in the defense of any matter subject to indemnification where it reasonably determines that its interests are at stake.

11.4 Survival of Obligations

The indemnification obligations under this clause shall survive the termination or expiration of these Terms and remain enforceable for the maximum period permitted under applicable law.

12. Limitation of Liability

12.1 Maximum Liability Cap

To the maximum extent permitted by applicable law, the total aggregate liability of SOL AI TECH FZ LLC (trading as Slaab AI) and its directors, officers, employees, contractors, agents, affiliates, and licensors, for all claims, losses, damages, costs, or expenses arising out of or related to these Terms, the Services, or any deliverables, whether in contract, tort (including negligence), statutory duty, or otherwise, shall not exceed the total amount of fees actually paid by the Client to Slaab AI under the specific Scope of Work giving rise to such claim in the twelve (12) months preceding the event that gave rise to liability.

12.2 Exclusion of Certain Damages

To the fullest extent permitted by law, Slaab AI shall not be liable for any:

• Indirect, incidental, special, exemplary, punitive, or consequential damages;
• Loss of profits, revenue, business opportunities, anticipated savings, goodwill, or reputation;
• Loss, corruption, or inaccuracy of data or content;
• Downtime, business interruption, or system failures;
• Third‑party claims against the Client, except to the extent expressly covered by Clause 11 (Indemnification).

Whether or not such losses or damages were foreseeable, and whether or not Slaab AI was advised of the possibility of their occurrence, they are expressly excluded.

12.3 Allocation of Risk

The Client acknowledges and agrees that:

• The allocation of risk set forth in these Terms is a material inducement for Slaab AI to enter into the engagement;
• Fees charged reflect this allocation of risk and the limitations of liability specified herein;
• The Client is responsible for obtaining adequate business, cyber, or project insurance to cover potential losses not assumed by Slaab AI.

12.4 Exceptions to Limitation

Nothing in these Terms shall exclude or limit Slaab AI’s liability for:

1. Death or personal injury caused by Slaab AI’s gross negligence or willful misconduct;
2. Fraud or fraudulent misrepresentation;
3. Any other liability that cannot be excluded or limited under applicable law.

12.5 Time Limit for Claims

Any claim by the Client arising out of these Terms or the Services must be brought within six (6) months from the date the Client became aware, or should reasonably have become aware, of the cause of action — failing which the claim shall be deemed waived and barred.

13. Termination

13.1 Termination by Either Party

Either Slaab AI or the Client may terminate the Agreement (including any active Scope of Work) at any time by providing thirty (30) calendar days’ prior written notice to the other party, unless a different notice period is expressly agreed in the contract.

13.2 Termination by Slaab AI for Cause

Slaab AI may, with immediate effect and without liability, suspend the Services or terminate the Agreement (in whole or in part) by written notice if:

1. Material Breach – The Client commits a material breach of these Terms or any related agreement and fails to remedy it within seven (7) calendar days of receiving written notice.
2. Non‑Payment – Any invoice remains unpaid beyond the due date and the Client fails to make payment within five (5) business days after receiving a payment reminder.
3. Unlawful or Prohibited Use – The Client uses the Services in a manner that violates Clause 10 (Prohibited Use) or applicable laws.
4. Risk to Integrity or Security – The Client’s actions, systems, or integrations threaten the functionality, integrity, or security of Slaab AI’s systems, networks, or other clients.
5. Regulatory or Legal Constraint – Continued provision of Services becomes illegal, impractical, or prohibited under applicable laws or regulations.
6. Reputational Risk – The Client engages in activities that could reasonably damage Slaab AI’s reputation or goodwill.

13.3 Termination by the Client for Cause

The Client may terminate the Agreement with immediate effect by written notice if:

• Slaab AI commits a material breach and fails to cure it within thirty (30) calendar days after receiving written notice; or
• Slaab AI becomes insolvent, enters bankruptcy, or ceases to operate in the ordinary course of business.

13.4 Effect of Termination

Upon termination (for any reason):

• Outstanding Fees – The Client shall immediately pay all undisputed fees for Services performed up to the termination date, plus any approved and unreimbursed expenses.
• No Refunds – Payments made for work commenced or completed are non‑refundable.
• Return or Deletion of Data – Each party shall either return or securely delete the other party’s Confidential Information within thirty (30) days of termination, unless retention is required by law.
• Cessation of Rights – The Client’s right to access or use any deliverables, licenses, systems, or proprietary materials provided under the terminated contract shall automatically cease, unless full payment has been made and a license transfer was agreed under Clause 6 (Intellectual Property).

13.5 Continuing Clauses

Clauses that by their nature should survive termination shall remain in effect, including but not limited to:

• Confidentiality (Clause 7)
• Intellectual Property (Clause 6, to the extent rights have not transferred)
• Indemnification (Clause 11)
• Limitation of Liability (Clause 12)
• Governing Law & Jurisdiction (Clause 15 in the outline)

13.6 Partial Termination

Where multiple SOWs or projects are active, termination of one engagement does not automatically terminate others, unless expressly stated. Each project will be treated as a separate contract for the purpose of termination and settlement.

14. Amendments

14.1 Right to Modify

Slaab AI reserves the right, at its sole discretion, to add to, modify, or update these Terms and Conditions (including any incorporated policies, such as the Privacy Policy) at any time to reflect:

• Changes in our Services, operations, or business model;
• Updates to applicable laws, regulations, or industry standards;
• Necessary adjustments for technological, operational, or security reasons.

14.2 Method of Notification

When amendments are made, Slaab AI will:

1. Post the updated Terms on the official website at www.slaab.ai with the new “Effective Date” clearly displayed at the top; and
2. Optionally, notify existing Clients via email or other primary communication channels if the changes are material and could affect ongoing engagements.

The latest published version of these Terms will supersede all previous versions.

14.3 Effective Date of Changes

• Unless otherwise stated, changes to the Terms will take effect immediately upon posting on our website.
• For Clients with an active contract or engagement at the time of amendment:
  
  • Material Changes (e.g., affecting payment terms, scope limitations, or dispute resolution process) will come into effect 30 calendar days after written notice is provided, unless accepted earlier by the Client in writing.
  • Non-material Changes (e.g., clarifications, corrections, updates to contact details) will be effective immediately upon posting.

14.4 Continued Use as Acceptance

By continuing to access or use the Services after the Effective Date of any amendments, the Client will be deemed to have accepted the revised Terms in their entirety.
If the Client does not agree with the updated Terms, they must:

• Notify Slaab AI in writing before the changes take effect (for active projects); and
• Cease all use of the Services once the changes become effective.

14.5 Version History

Slaab AI will maintain an internal record of previous versions of these Terms for audit, compliance, and dispute resolution purposes. Archived versions will be available upon formal request for legitimate purposes.

15. Governing Law and Jurisdiction

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates. If the Company is registered within a free zone such as DIFC or ADGM, the applicable free zone laws and courts shall have jurisdiction. Otherwise, disputes shall be subject to the exclusive jurisdiction of the courts of Dubai, UAE.

15.2 Exclusive Jurisdiction

The parties irrevocably agree that the courts of Ahmedabad, Gujarat, India shall have exclusive jurisdiction to settle any dispute, claim, or controversy relating to or arising out of these Terms, including its interpretation, breach, or termination.

15.3 Pre-Litigation Resolution

Before initiating legal proceedings, the parties shall use their best efforts to resolve the dispute amicably through good-faith negotiations:

1. The aggrieved party shall provide a written notice to the other party, detailing the nature of the dispute and proposed resolution.
2. Both parties shall have 30 calendar days from receipt of such notice to attempt resolution through discussions.
3. If no resolution is reached within this period, either party may proceed with legal recourse.

15.4 No Restriction on Interim Relief

Nothing in this clause shall prevent either party from seeking urgent interim, injunctive, or equitable relief from a competent court in Ahmedabad, Gujarat, if such action is necessary to protect its rights or assets pending resolution of the dispute.

15.5 Language

All disputes, proceedings, and related documentation shall be conducted in the English language. Translations, if provided, will be for reference only and shall not override the official English version.

16. Contact

16.1 Official Correspondence

All questions, notices, legal communications, and other correspondence relating to these Terms and Conditions or the Services must be directed to Slaab AI at the following official address:

Slaab AI
Operated by SOL AI TECH FZ LLC
Registered & Operating Headquarters:
Sheikh Mohammed Bin Zayed Rd - In5 Media - Dubai Production City - Dubai, UAE

Official Email: contact@slaab.ai
Website: www.slaab.ai

16.2 Validity of Notices

• Any legal notices must be sent in writing (either by registered post with acknowledgment due or by email to the above official email address with a delivery/read receipt request).
• Notices will be deemed received:
  
  • For physical mail: Five (5) business days after the postmarked date when sent by registered/courier service.
  • For email: On the date the email is successfully delivered to Slaab AI’s designated inbox, provided no bounce-back or failure notice is received.

16.3 Language of Communication

All communications must be in English. If you choose to communicate in another language, you agree to provide an accurate English translation. In case of any dispute, the English version shall prevail.

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