Terms & Conditions

These Terms and Conditions ("Terms") govern your access to and use of the website, software products, and professional services provided by Veloryx Technologies FZ-LLC ("Veloryx", "we", "our", or "us"), a company registered in the Ras Al Khaimah Economic Zone (RAKEZ), United Arab Emirates.

By accessing our website, submitting a consultation request, entering into a service agreement, or using any of our software products — including the CRM Platform, ERP Suite, Healthcare Suite, Education Platform, Workflow Automation, and Data Intelligence platform — you agree to be bound by these Terms in full.

If you do not agree to these Terms, you must discontinue use of our website and services immediately. These Terms are governed by the laws of the United Arab Emirates.

Veloryx Technologies provides enterprise software products and IT consulting services. The specific scope, deliverables, timelines, and fees for any engagement are defined in a separate Statement of Work (SOW) or Service Agreement executed between the parties.

We reserve the right to:

• —Modify, suspend, or discontinue any product or service at any time with reasonable notice
• —Update software products with new features, bug fixes, or security patches
• —Refuse service to any party at our sole discretion
• —Subcontract portions of the services to qualified third parties while remaining accountable for delivery

Any description of services on our website is for informational purposes only and does not constitute a binding offer. Binding commitments arise only upon execution of a signed Service Agreement or SOW.

All intellectual property rights in our website, software products, proprietary methodologies, frameworks, documentation, and marketing materials are owned by or licensed to Veloryx Technologies FZ-LLC. These rights are protected under UAE Federal Law No. 38 of 2021 on Intellectual Property Rights.

You are granted a limited, non-exclusive, non-transferable licence to use our software products solely for your internal business purposes, subject to the terms of your Service Agreement. This licence does not permit you to:

• —Copy, modify, adapt, or create derivative works of our software
• —Reverse-engineer, decompile, or disassemble any part of our software
• —Resell, sublicense, or distribute our software to third parties
• —Remove or alter any proprietary notices or labels on our software
• —Use our brand, logos, or trademarks without prior written consent

Any custom software, integrations, or deliverables developed specifically for you under a paid engagement are governed by the intellectual property provisions of your individual Service Agreement.

Fees for our services and software products are as specified in the applicable Service Agreement or SOW. Unless otherwise agreed in writing:

• —Invoices are issued in UAE Dirhams (AED) or as agreed in the Service Agreement
• —Payment is due within 30 calendar days of invoice date
• —A late payment charge of 1.5% per month may apply to overdue balances
• —All fees are exclusive of UAE Value Added Tax (VAT) at the applicable rate
• —Upfront deposits or milestone payments may be required as specified in the SOW

We reserve the right to suspend services in the event of non-payment of undisputed invoices beyond 45 days of the due date, with 7 days' written notice.

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the services ("Confidential Information"), and to use such information solely for the purposes of performing obligations under the applicable Service Agreement.

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 by the receiving party without reference to the Confidential Information
• —Is required to be disclosed by applicable law, regulation, or court order

Confidentiality obligations survive termination of the Service Agreement for a period of three (3) years, or indefinitely where trade secrets are concerned.

To enable us to deliver services effectively, you agree to:

• —Provide accurate, complete, and timely information, materials, and access required for the project
• —Designate a project representative with authority to make binding decisions
• —Review and provide feedback on deliverables within agreed timelines
• —Ensure that any data or materials provided to us do not infringe third-party rights
• —Comply with all applicable laws in connection with your use of our services
• —Maintain adequate security for credentials and access provided to our systems

Delays caused by your failure to fulfil these obligations may result in revised timelines and additional fees, which will be communicated to you in writing.

Veloryx Technologies warrants that services will be performed with reasonable skill and care in accordance with the agreed specifications. We will use commercially reasonable efforts to correct material defects reported within 90 days of delivery.

Except as expressly stated in these Terms or a Service Agreement, our website and software products are provided "as is" and "as available". To the fullest extent permitted by UAE law, we disclaim all other warranties, express or implied, including:

• —Implied warranties of merchantability or fitness for a particular purpose
• —Warranties that the software will be uninterrupted, error-free, or virus-free
• —Warranties regarding the accuracy or completeness of content on our website

To the fullest extent permitted by applicable UAE law, Veloryx Technologies shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business opportunities, arising from or related to your use of our services.

Our total aggregate liability to you for any claim arising out of or relating to these Terms or a Service Agreement shall not exceed the total fees paid by you to Veloryx in the twelve (12) months preceding the claim.

Nothing in these Terms limits our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded under UAE law.

You agree to indemnify, defend, and hold harmless Veloryx Technologies FZ-LLC, its officers, directors, employees, and contractors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of our services in violation of these Terms; (b) your breach of any applicable law or regulation; (c) any content or data you provide to us that infringes the intellectual property or other rights of a third party; or (d) your wilful misconduct or negligence.

Either party may terminate a Service Agreement in accordance with its termination provisions. In the absence of specific provisions:

• —Either party may terminate with 30 days' written notice
• —Either party may terminate immediately upon material breach that remains uncured for 14 days after written notice
• —We may terminate immediately if you become insolvent or file for bankruptcy

Upon termination, you must cease use of any licensed software, return or destroy Confidential Information, and pay all outstanding fees for work performed to the date of termination. Clauses that by nature should survive termination (including confidentiality, intellectual property, payment, and limitation of liability) shall continue to apply.

These Terms and any dispute arising from them are governed by and construed in accordance with the laws of the United Arab Emirates, with particular reference to the laws applicable in the Emirate of Ras Al Khaimah.

Any dispute that cannot be resolved amicably within 30 days of written notice shall be referred to and finally resolved by arbitration administered by the RAKEZ Business Centre or the Ras Al Khaimah International Corporate Centre (RAK ICC) in accordance with their applicable arbitration rules. The language of arbitration shall be English. The seat of arbitration shall be Ras Al Khaimah, UAE.

Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from a competent court.

• —Entire agreement: These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.
• —Amendments: We may update these Terms from time to time. Material changes will be communicated via our website or email. Continued use of our services constitutes acceptance of the updated Terms.
• —Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• —Waiver: Failure by either party to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that provision.
• —Force majeure: Neither party shall be liable for delays or failures in performance resulting from events beyond their reasonable control, including natural disasters, government actions, or infrastructure failures.
• —Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights to an affiliate or in connection with a merger or acquisition.

For questions about these Terms or to discuss a service engagement, please contact us:

• —Email: contact@veloryx.com
• —Phone: +971 7 243 5000
• —Office hours: Sunday – Thursday, 9:00 AM – 6:00 PM GST
• —Address: Veloryx Technologies FZ-LLC, Ras Al Khaimah Economic Zone (RAKEZ), Ras Al Khaimah, UAE