Terms Of Service For Tech Aid Dubai

These Terms of Service (“Terms”) apply to your (the “Customer”) use of our services whether our IT support services or any of our auxiliary services (“Services”).

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. It is your responsibility to periodically review these Terms to stay informed of updates. By using our Services or continuing to use the Services after you have been notified of a change in the Terms, you agree to be bound by these Terms.

ABOUT US

• • We are TechAid IT Services LLC-FZ of One Business Center, Level 38,Media One Hotel  PO Box 454845
    , Dubai Media City, Dubai, United Arab Emirates. (“TechAid Dubai”, “we”, “us”, or “our”). 
  • To contact us, please use hello@techaiddubai.ae.
  • These Terms were last updated on Saturday, 28th September, 2024.
  • The following additional terms apply to your use of our website and services and form part of these Terms:
    • Our Privacy Policy;
    • Our Cookie Policy; and
    • Our Terms and Conditions, if you are using our website.
  • The TechAid Dubai logo as well as related marks, emblems and images are the copyright of TechAid IT Services L.L.C-FZ. All Rights Reserved © 2024 TechAid IT Services LLC-FZ. 

THE SERVICES

• • TechAid Dubai agrees to: i) supply, and the Customer agrees to purchase the Services in accordance with the accepted proposal, task order or work order, as applicable, whether in digital including email, text or other forms of electronic communication such as submissions via our website or physical on print, and collectively Statement of Work (“SOW”) which is subject to this Agreement; ii) use reasonable care and skill to perform the Services identified in the accepted SOW; iii) keep detailed and accurate records of all activities undertaken in relation to the provision of the Services and shall provide the Customer with reports at such intervals and in such form as the Customer may from time to time require; iv) provide the Customer with such documents, reports, data, and other information at such times as the Customer may reasonably require. Such information shall be in a form satisfactory to, and approved by, the Customer.
  • This Agreement shall; i) be to the exclusion of any other terms and conditions subject to which any such SOW is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer; ii) not prevent TechAid Dubai from undertaking other Services provided that the undertaking of such Services does not cause a breach of any provision of these Terms.
  • During the term of this agreement, Customer may wish to assign additional projects, products, or services to TechAid Dubai beyond the Services outlined in the accepted quotation or Scope of Work Document as applicable (“Out-of-Scope Assignments”). TechAid Dubai agrees to accept such Out-of-Scope Assignments only upon a separate written agreement with Customer regarding additional compensation to be paid to TechAid Dubai and other relevant terms and conditions, if applicable.
  • Any typographical, clerical, or other accidental errors or omissions in any SOW, invoice or other document or information issued by TechAid Dubai shall be subject to correction without any liability on the part of TechAid Dubai.

REQUIREMENTS FOR THE DELIVERY OF THE SERVICES

• • The Customer agrees to cooperate with TechAid Dubai in good faith by providing:
    • TechAid Dubai and its subcontractors with access to such information, facilities, personnel and equipment as reasonably required by TechAid Dubai to perform the Services, including, but not limited to, providing security access, information and personnel; and
    • timely decision making, notification of relevant issues or information and granting of approvals, recognising that TechAid Dubai’s performance of the Professional Services is dependent upon the timely and effective satisfaction of Customer’s responsibilities whether stated in the SOW. TechAid Dubai shall be entitled to rely on all Customer decisions and approvals.
  • The Customer will ensure that TechAid Dubai’s assigned technical personnel are able to access Customer’s system remotely. The Customer shall be responsible for providing access through any security measures it deems necessary. TechAid Dubai at its discretion shall decide whether access to the system is sufficient for installation purposes.
  • The Customer acknowledges and agrees that Service Support shall not include training support.

DELIVERY OF THE PROFESSIONAL SERVICES

• • TechAid Dubai will deliver the Professional Services in all material respects as set out in the SOW.
  • The Customer acknowledges and agrees that certain roles and/or responsibilities specific for the delivery of Professional Services may be allocated to the Customer from time to time by agreement and access to TechAid Dubai project team members shall be on a non-exclusive basis.
  • TechAid Dubai will be responsible for securing, managing, scheduling, coordinating and supervising TechAid Dubai personnel, including TechAid Dubai subcontractors, in performing the Professional Services.
  • Where at a Customer’s request TechAid Dubai performs Professional Services outside normal business hours, out of office day rates will apply.
  • Customer acknowledges and agrees that TechAid Dubai: i) will use their own initiative as to the manner in which the Services are delivered provided that in doing so that TechAid Dubai shall cooperate with the Customer and comply with all reasonable and lawful requests of the Customer; ii) may provide the Services at such times and on such days as TechAid Dubai shall decide but shall ensure that the Services are provided on such days and at such times as are necessary for the proper performance of the Services; iii) will provide the services as an independent contractor and not as an employee; and iv) has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the Customer.

OTHER PRODUCTS AND SERVICES (INCLUDING THIRD-PARTY PRODUCTS)

• • In conjunction with the Services, a SOW may include the supply of Deliverables, including Third-Party Services.
  • In respect of Third-Party Services developed and owned by Third-Parties:
    • the Customer agrees to be bound by the applicable Microsoft Customer Agreement referenced in the SOW (which is a Third-Party Licence for the purpose of these terms);
    • where any Third-Party subscription service is deployed or otherwise utilized in conjunction with the Services, the Customer shall assign to TechAid Dubai to the subscription as the “Claiming Partner of Record” (CPOR), “Digital Partner of Record” (DPOR), and/or “Partner Admin Link” (PAL), as the case may be, and/or be given “Delegated Administration Privileges” (DAP), “Granular Delegated Admin Privileges” (GDAP) and/or “Admin on Behalf of” (AOBO), as the case may be, for the Term.
  • TechAid Dubai shall supply the Third-Party Services identified in the SOW. Except as expressly set out in the Third-Party Licenses, TechAid Dubai expressly excludes any warranty to the Customer that the Third-Party Services supplied or licensed under the contract will operate substantially in accordance with, or perform, the material functions and features as set out in their marketing, sales or other associated documentation. The Customer shall remain liable for any and all payments owed to TechAid Dubai throughout the contract and until the end of the respective license terms for such Third-Party Services (the License Fees).
  • It is a condition of the contract that the Customer shall enter into such direct Third-Party Licenses issued by the Third-Party Suppliers. In the event the Customer does not enter into such Third-Party Licenses, TechAid Dubai reserves the right to suspend the provision of the Services until such time as the Customer enters into such Third-Party Licenses.
  • TechAid Dubai may treat the Customer’s breach of any Third-Party Licence as a breach of the contract.
  • The Customer shall indemnify and hold harmless TechAid Dubai against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by TechAid Dubai in connection with any claim made against TechAid Dubai for actual or alleged infringement by the Customer of any Third-Party Licence and/or any other agreement with a Third-Party Supplier. This Clause 5.6 shall survive termination of the contract.
  • TechAid Dubai shall not be held liable for the actions and or omissions of any Third-Party Suppliers or any other third party, where the Customer has a direct contract in place with those Third-Party Suppliers.
  • Any Service Level Agreements set out in a SOW do not relate to any Third-Party Services. The Customer acknowledges that the only arrangements and warranties in relation to the Third-Party Services, or the supply thereof, are those contained in the Third-Party Licenses which must be enforced directly by the Customer against the relevant Third-Party Suppliers. To the extent that any of such arrangements or warranties are given directly to TechAid Dubai, TechAid Dubai will pass on the benefit of such warranties to the Customer to the extent that they are transferable.
  • Any third-party Equipment is supplied subject to the manufacturer’s warranty, if any, and TechAid Dubai provides no warranty for Equipment or any goods that it does not supply.
  • TechAid Dubai makes no warranty that a Service will interoperate properly with any equipment not procured from TechAid Dubai in connection with that Service.

SERVICE DISCLAIMER

Customer acknowledges and agrees that: i) nothing in this Agreement and nothing in TechAid Dubai’s statements to Customer will be construed as a promise or guarantee about the outcome of the Services and if so made or provided are expressions of opinion only; and ii) TechAid Dubai has made no representations, no promise or guarantees about the Services.

CUSTOMER’S OBLIGATIONS

• • • The Customer shall use all reasonable endeavors to provide all necessary co-operation in relation to this agreement and all pertinent information to TechAid Dubai that is necessary for TechAid Dubai’s provision of the Services.
    • The Customer may, from time to time, issue reasonable instructions to TechAid Dubai in relation to TechAid Dubai’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided.
    • In the event that TechAid Dubai requires the decision, approval, consent or any other communication from the Customer in order to continue with the provision of the Services or any part thereof at any time, the Customer shall provide the same in a reasonable and timely manner.
    • If any consents, licenses, or other permissions are needed from any third parties, it shall be the Customer’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).
    • If the nature of the Services requires that TechAid Dubai has access to the Customer’s premises or any other location, access to which is lawfully controlled by the Customer, the Customer shall ensure that TechAid Dubai has access to the same at the times to be agreed between TechAid Dubai and the Customer as required.
    • Any delay in the provision of the Services resulting from the Customer’s failure or delay in complying with any of the provisions of this Clause 7 shall not be the responsibility or fault of TechAid Dubai.
    • The Customer shall be required to purchase any applicable third-party licenses for any third-party products that are necessary for TechAid Dubai to provide and develop the Services.
    • The Customer acknowledges and agrees that TechAid Dubai and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.
    • TechAid Dubai confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

  PRICE AND PAYMENT

  • • The price of the Services shall be the price given at the date of acceptance by the Customer, including any monthly retainers, or such other price as may be agreed in writing by TechAid Dubai and the Customer.
    • TechAid Dubai reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Services to reflect any increase in the cost to TechAid Dubai which is due to any factor beyond the control of TechAid Dubai, any change in performance dates, quantities or specifications for the Services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give TechAid Dubai adequate information or instructions.
    • The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Services, which the Customer shall be additionally liable to pay to TechAid Dubai.
    • All payments required to be made pursuant to this Agreement by either party shall be made, unless otherwise specified, 7 days of the date of the relevant invoice, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law. The time of payment shall be of the essence of this Agreement.
    • If the Customer fails to make any payment on the due date in respect of the price or any other sum due including any monthly retainers under this Agreement then TechAid Dubai shall, without prejudice to any right which TechAid Dubai may have pursuant to any statutory provision in force from time to time, have the right to i) suspend the Services, and ii) charge the Customer interest on a daily basis on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.

CANCELLATION

• • The Customer has the right to cancel the contract at any time during the period of 7 days following the Commencement Date, provided always that:
    • it shall reimburse TechAid Dubai’s costs incurred on pre-contract site visits or procurement of supplies from subcontractors or Third-Party Suppliers and all other setup and administration costs; and
    • a written notice of the Customer’s cancellation must be made by email to hello@techaiddubai.ae. Notification via telephone or by email to any other address shall not be accepted.
  • The Customer’s right of cancellation under this Clause 9 lapses after the end of the seven day period stated in Clause 9.1 at which point and on which date the contract cannot be canceled but continues for the Minimum Term. If the Customer cancels any part of the Services at any time after that period then, without prejudice to TechAid Dubai’s other rights and remedies, the Customer shall be liable for payment of the Fees set out in the SOW (including the Recurring Charges (if any) and all Fees for any Services).
  •  
  • CHANGE ORDERS
    • Either party may request changes to any Services under a SOW (in each case, a Change Order). Any draft Change Order shall be made in writing and shall set out the change in sufficient detail so as to enable the other party to make a proper assessment of such change.
    • Where a party proposes a Change Order TechAid Dubai shall provide a written estimate of the likely time required to implement the change, any necessary variations to the Fees as a result of the change, the likely effect of the change on the Services and any other impact of the change on the terms of the contract (Changes).
    • The party receiving the draft Change Order shall notify the other party whether it accepts or reasonably rejects it, and in the case of the Customer whether it also accepts the Changes, within 5 Business Days of its receipt of the draft Change Order (and the Changes as the case may be).
    • Until such time as a Change Order has been agreed to and signed by the parties, the parties shall continue to perform their respective obligations under the contract without taking into account the Change Order. Once duly agreed and signed by both parties, the Change Order shall be deemed incorporated into the contract and TechAid Dubai shall commence performance of the Change Order accordingly.
    • Unless expressly provided in the contract, neither party shall be required to accept any draft Change Order made by the other party and shall not be bound by the Change Order unless it has been agreed in writing and signed by the parties as set out above.
    • TechAid Dubai shall be entitled to charge the Customer at its then current Rates for investigating, reporting on and, if appropriate, implementing any Change Order requested by the Customer. 

SUSPENSION

• • The Customer acknowledges that TechAid Dubai or the relevant Third-Party Supplier has the right to temporarily halt, alter or suspend the Services without liability to the Customer in the following circumstances:
    • there is an attack on the Services or the Services are accessed or manipulated by a third party not authorized under the contract or by TechAid Dubai; or
    • the law or a regulatory or government body requires TechAid Dubai or its hosting provider to suspend, halt or alter the Services; or
    • an event or circumstance arises for which TechAid Dubai or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Services or other customers of TechAid Dubai.
  • Without affecting any other right or remedy available to it, including its rights to claim payment of all Fees irrespective of the suspension and its rights to terminate, TechAid Dubai may suspend provision of Services under the contract with immediate effect by giving written notice to the Customer if TechAid Dubai’s performance of its obligations under the contract or proper working or authorized use of the Equipment is prevented or delayed by any of the following events:
    • the Customer is in breach of any of its obligations under the contract; or
    • any circumstance or event exists or is threatened that would otherwise give TechAid Dubai the right to terminate the contract or TechAid Dubai reasonably believes that the Customer is about to become subject to any of them; or
    • a need to avoid loss, damage or disruption being caused to third parties; or
    • any operational or technical reasons with the Customer’s equipment, including connectivity issues; or
    • any regulatory or legal obligation; or
    • any unauthorized use of any part of the Services, Equipment or TechAid Dubai Materials; or
    • any other default by act or omission of the Customer, or its agents, subcontractors, or employees, or its third party suppliers, to perform any relevant obligation.
  • In exercising its right of suspension in accordance with this Clause 11, TechAid Dubai shall:
    • be entitled to continue to suspend performance of the Services until the relevant event or events has or have (as the case may be) been remedied, and to rely on the relevant event or events to relieve it from the performance of any of its obligations;
    • not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such suspension, prevention or delay;
    • be entitled to payment of the Fees during the period of suspension, including any additional costs or losses sustained or incurred by TechAid Dubai arising directly or indirectly from the applicable event;
    • be entitled to recover any reasonable additional costs, charges or losses TechAid Dubai sustains or incurs that arise directly or indirectly from such prevention or delay; and
    • lift its suspension or recommence its provision of the Services within a reasonable timescale after:
      • the event or events has or have (as the case may be) been remedied; and
      • In case of any unauthorized use of any part of the Services, Equipment or TechAid Dubai Materials, the Customer demonstrates to TechAid Dubai’s reasonable satisfaction that appropriate technical, organizational, security or other measures have been put in place to prevent any further unauthorized use.
    • Where TechAid Dubai has the right to suspend the Services under this Clause 15 and the conditions in which TechAid Dubai is required to lift its suspension or recommence its provision of the Services have not been met within 14 days’ of the date on which TechAid Dubai has received the relevant notice, the contract relating to such Services shall be deemed terminated and the provisions of Clause 10 shall apply.

STAFF NON-SOLICITATION

• • Neither party shall solicit the other party’s staff or contractors who have been employed or engaged in the Services or the performance of the contract during the lifetime of the contract and for a period of 9 months thereafter. For the purposes of this Clause solicit means the soliciting of such person with a view to engaging such person as an employee, director, sub-contractor or independent contractor.
  • In the event that either party is in breach of Clause 12.1 then the party in breach shall pay to the other by way of liquidated damages an amount equal to fifty percent per cent of the gross annual budgeted fee income (as at the time of the breach or when such person was last in the service of the relevant party) of the person so employed or engaged. This provision shall be without prejudice to either party’s ability to seek injunctive relief.
  • The parties hereby acknowledge and agree that the formula specified in Clause 12.2 above is a reasonable estimate of the loss which would be incurred by the loss of the person so employed or engaged.

WARRANTIES

• • TechAid Dubai warrants to the Customer that TechAid Dubai i) will comply with all applicable legal and regulatory requirements applying to the exercise of TechAid Dubai`s rights and the fulfillment of TechAid Dubai`s obligations under this Agreement; ii) has or has access to all necessary know-how, expertise, and experience to perform its obligations under this Agreement.
  • The work product as provided will conform in all material respects with the accepted SOW.

LIABILITY

• • Except in respect of death or personal injury caused by TechAid Dubai`s negligence, TechAid Dubai will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by TechAid Dubai`s servants or agents or otherwise) which arise out of or in connection with the supply of the Services.
  • The Customer shall indemnify TechAid Dubai against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, or its agent or employees.
  • TechAid Dubai shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of TechAid Dubai`s obligations if the delay or failure was due to any cause beyond TechAid Dubai`s reasonable control.

OTHER IMPORTANT TERMS

• • No part of this Agreement is intended to confer rights on any third parties.
  • No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right.
  • All notices under this Agreement shall be in writing and addressed to the most recent (e-mail) address of the other Party.
  • This Agreement contains the entire agreement between the Parties.
  • Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
  • In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
  • Each party agrees that this Agreement herewith may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: a) Checking a box or a ‘click to accept’ button; or b) Typing a name; or c) Pasting an image of a signature; or d) Drawing a name or initial with a stylus or by hand on a touchpad; and e) Electronically signing using an available third-party software application.
  • The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
  • This Agreement shall be governed by, and construed in accordance with, the laws of the UAE.