1. Scope and Acceptance

 

1.1. Applicability: These Terms and Conditions (“T&Cs”) govern all proposals, agreements, and services provided by *GT&C Group (FZE), operating under the service brand **GTC Digital*, concerning AI Development, Automation, Web Design, and Consulting Services (“Services”).

 

1.2. Acceptance: By accepting a proposal, making a payment, or utilizing any of the Services, the Client agrees to be bound by these T&Cs.

 

2. Service Provision and Project Execution

 

2.1. Proposal: All Services are based on a written Statement of Work (“SOW”) or Proposal, which defines the scope, deliverables, timeline, and fees. In case of conflict, the SOW overrides these T&Cs.

 

2.2. Changes in Scope (Change Requests): Any changes to the agreed SOW must be submitted by the Client in writing. All approved changes will result in an adjustment to the timeline and fees.

 

2.3. Client Cooperation: The Client is responsible for providing timely feedback, content, data, and access to necessary systems (e.g., servers, APIs) required for the execution of the Services. Delays caused by the Client may result in timeline extensions and potential cost adjustments.

 

2.4. Acceptance of Deliverables: Upon completion of a phase or project, the Client shall be granted a maximum of 5 business days to review the Deliverables. Deliverables will be deemed accepted if the Client fails to provide written notice of non-conformance within this period.

 

3. Fees, Invoicing, and Payment

 

3.1. Fees: The Client shall pay the fees specified in the SOW.

3.2. Payment Terms: Net 15 days from the date of the invoice.

3.3. Payment Currency: All invoices are payable in USD as specified in the SOW.

3.4. Default: In case of late payment, GT&C Group (FZE) reserves the right to suspend all further work and may charge interest on the outstanding amount at the maximum rate permitted by UAE law.

 

4. Intellectual Property Rights (IPR)

 

4.1. Transfer of IPR: Upon full and final payment of all agreed fees, GT&C Group (FZE) shall assign to the Client all Intellectual Property Rights in the final Deliverables (e.g., website code, final logo design, custom AI model parameters).

 

4.2. Existing IP: These T&Cs do not transfer ownership of any pre-existing tools, software, methodologies, or base code owned by GT&C Group (FZE) and utilized to deliver the Services.

 

4.3. Data Ownership (AI Services): All Client-provided data used for training AI models remains the property of the Client. The specific trained model parameters created during the project are transferred to the Client under section 4.1.

 

5. Warranties and Limitation of Liability

 

5.1. Limited Warranty (Web): GT&C Group (FZE) warrants that the website deliverables will perform substantially in accordance with the SOW for a period of 30 days following Acceptance.

 

5.2. AI Disclaimer: Due to the probabilistic nature of Artificial Intelligence, GT&C Group (FZE) does not warrant that any custom AI model will achieve a specific accuracy level, output or performance metric beyond the metrics explicitly defined and accepted in the SOW.

 

5.3. Limitation of Liability: To the maximum extent permitted by UAE law, GT&C Group (FZE) shall not be liable for any indirect, incidental, special, or consequential damages arising from the use of the Services, including but not limited to loss of data or business interruption. Liability shall be limited to the total fees paid by the Client for the specific Service giving rise to the claim.

 

6. Confidentiality

 

Both parties agree to treat all business, technical, financial, and confidential information received from the other party as strictly confidential and not to disclose such information to any third party, except as required by law.

 

7. Governing Law and Dispute Resolution

 

7.1. Governing Law: These T&Cs and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the *United Arab Emirates*.

 

7.2. Jurisdiction: The parties irrevocably agree that the courts of *Sharjah, UAE*, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these T&Cs.