The terms behind every engagement

1. Definitions

Client — the legal entity that engages Tarynix Solutions by accepting the quotation, proposal or order form.

Services — the consultancy, analysis, design, configuration, customization, integration, testing, training, deployment, support, maintenance and other work performed by Tarynix as described in the quotation or proposal.

Deliverables — the output of the Services: software modules, code, configurations, documentation, training materials, reports, data migrations and integrations.

Project — execution of the Services in accordance with the methodology and schedule in the quotation or proposal.

Specification — the agreed description of functional, technical, integration, performance and user requirements.

Go-Live — the date the Deliverables are first made operational in the Client’s production environment.

Confidential Information — all non-public information disclosed by one party to the other in connection with the Project.

Force Majeure Event — events beyond a party’s reasonable control: acts of God, war, terrorism, civil unrest, government action, natural disaster, epidemic, pandemic or major infrastructure failure.

2. Scope of Work

2.1 The scope of Services is as set out in the quotation, proposal or order form accepted by the Client.

2.2 Anything not specified there is out of scope. Additional work is handled by a written change request stating the work, cost and additional timeline, which the Client must approve in writing before it begins.

2.3 Tarynix may from time to time recommend additional modules, integrations or services. Such recommendations are not within scope unless expressly included.

3. Project Approach & Timeline

3.1 The Project follows the phases described in the proposal, typically: Discovery & Analysis, Solution Design, Implementation (configuration / customization / integration), Testing & Training, Go-Live, and Post Go-Live Support.

3.2 Timelines in the proposal are estimates based on timely Client cooperation. Tarynix is not responsible for delays caused by late information, approvals, access or infrastructure.

3.3 If dependencies are delayed — internal approvals, third-party vendors, hardware or provisioning — Tarynix may adjust the schedule and will notify the Client in writing.

3.4 Tarynix may split or re-phase the Project, suspend it, or adjust deliverables if the Client deviates significantly from the agreed timeline or fails to meet its obligations.

3.5 All deadlines and delivery dates commence only after the official Project Presentation has been conducted and scope confirmed by both parties. No delivery date is binding before that date.

4. Client Responsibilities

4.1 The Client shall: designate a Project Owner or Sponsor with decision-making authority; provide the information, documentation, system access, hardware, network infrastructure, software licences, third-party credentials and other resources reasonably needed; ensure key users are available for workshops, reviews, testing and training; review and sign off deliverables within agreed timeframes; manage internal change-management, communications, data-migration readiness and user acceptance; and comply with applicable laws, data-protection obligations and export controls.

4.2 If the Client fails to meet these responsibilities, Tarynix may charge for the delay, suspend work, or adjust cost and timeline accordingly.

5. Fees, Payment & Renewals

5.1 The Client pays the fees set out in the quotation or proposal. Fees may be milestone-based, time & materials, fixed-price, or a mix.

5.2 Unless stated otherwise, invoices are due within 30 days of invoice date. Late payment may incur interest or suspension of Services.

5.3 If the Client suspends the Project for 30 days or more, Tarynix may re-assess fees, re-schedule deliverables or withdraw the proposal.

5.4 Renewals of maintenance, support or subscription services are at Tarynix’s then-current rates unless agreed otherwise in writing.

5.5 All fees exclude applicable taxes, duties and levies, which the Client reimburses along with any penalties or interest arising from late or incorrect payment.

5.6 The payment terms in the sales order (or signed quotation or proposal) are the binding payment terms. Where they conflict with these Terms, the sales order prevails.

5.7 Where payment is by instalments, each instalment is due in full on its due date. Any invoice or instalment unpaid for seven (7) days after the due date incurs a fixed late fee of one hundred US dollars (USD 100) per month or part month, in addition to the amount owed, applied to each late payment.

5.8 If non-payment continues beyond fifteen (15) days from the due date, Tarynix may suspend all Services, support and access to Deliverables until payment in full including penalties is received. All remaining amounts under the payment schedule become immediately due, and the Client bears all collection costs including reasonable legal fees.

6. Change Management

6.1 Change requests must be submitted in writing and include a description, business justification, affected deliverables and impact on cost and timeline.

6.2 Tarynix assesses the request and issues a written change proposal. Work on the change begins only after the Client accepts in writing.

6.3 Until acceptance, Tarynix continues on the original scope. If the Client requests suspension or deferral of original work in favour of the change, Tarynix may charge for that suspension.

6.4 Major changes — changing an ERP core module, the deployment model, a large increase in user count, or country localization — may require a full re-quotation.

6.5 Verbal requests, instructions, approvals or agreements are not binding under any circumstances. Only changes documented in writing (signed documents or official email) are valid, and that written record is the sole and exclusive reference in any dispute or escalation.

7. Hosting, Infrastructure and Third-Party Services

7.1 Where Tarynix provides hosting, cloud or managed services, third-party cloud providers, infrastructure vendors or SaaS providers may be involved. Tarynix manages that relationship to the agreed service levels.

7.2 The Client is responsible for third-party licence costs, infrastructure costs and network connectivity not included in the quotation.

7.3 If the Client self-hosts, Tarynix provides installation, configuration and documentation, but ongoing monitoring, backups, infrastructure security and uptime are the Client’s responsibility unless a separate managed-service agreement applies.

7.4 Tarynix may provide standard service levels for uptime and backups in writing. Availability may be affected by scheduled maintenance, force majeure or third-party downtime, and Tarynix is not liable beyond the agreed standards.

9. Intellectual Property Rights

9.1 All intellectual property rights — copyright, database rights, design rights, moral rights, patents — in the Deliverables, software, code, configurations, design, methodologies and documentation created by Tarynix remain the sole property of Tarynix unless agreed otherwise in writing.

9.2 On payment in full, Tarynix grants the Client a non-exclusive, non-transferable, worldwide licence to use the Deliverables for the Client’s internal business operations only. The Client may not sublicense, resell or commercially exploit the Deliverables without written permission.

9.3 The Client retains ownership of its pre-existing data, intellectual property and materials, and grants Tarynix a licence to use them solely for the Project.

9.4 Ownership of custom-developed source code or exclusive rights must be negotiated in writing. Additional fees may apply.

10. Confidentiality & Data Protection

10.1 Each party keeps the other’s Confidential Information confidential and does not disclose it to third parties except as required by law, to professional advisers, or with prior written consent.

10.2 The receiving party takes all reasonable measures to protect it and ensures employees and subcontractors do likewise.

10.3 The Client remains responsible for its data. Tarynix processes personal data only in accordance with the specification and the Client’s written instructions, and in compliance with applicable data-protection laws.

10.4 Subprocessors are subject to confidentiality and data-protection obligations no less stringent than those in this Agreement.

10.5 These obligations survive termination of the Project for five (5) years, or as long as the law requires.

11. Termination

11.1 Either party may terminate in writing if the other materially breaches its obligations and fails to remedy the breach within thirty (30) days of written notice.

11.2 Tarynix may terminate immediately, or suspend Services, if the Client fails to pay when due, becomes insolvent or subject to liquidation, or breaches third-party licence terms.

12. Liability & Indemnity

12.2 Tarynix’s total liability, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by the Client under the Project, or the portion of the Project to which the claim relates.

12.3 Tarynix is not liable for indirect, consequential, incidental, special or punitive damages, including loss of profits, loss of business, loss of data or business interruption.

12.4 The Client indemnifies Tarynix against losses, liabilities, costs, claims or expenses arising from the Client’s breach of this Agreement, its negligence or wilful misconduct, use of the Deliverables outside the Specification, or third-party licence or data breaches caused by the Client.

12.5 A Force Majeure Event excuses performance for its duration. Neither party is liable for delay or failure caused by such an event, and each shall use reasonable efforts to resume as soon as possible.

13. Warranties & Disclaimers

13.1 Tarynix warrants that the Services will be performed in a professional manner using reasonable skill and care.

13.2 Except as expressly provided, Tarynix gives no other warranty, express or implied, including warranties of merchantability, fitness for purpose, non-infringement or availability of the Deliverables.

13.3 The Client acknowledges that software and systems cannot be guaranteed error-free, and that factors beyond Tarynix’s control — hardware, network, third-party systems, user actions — may affect performance.

14. Subcontracting & Resellers

14.1 Tarynix may subcontract or appoint resellers to perform part of the Services but remains responsible for its obligations.

14.2 The Client may not assign, transfer, subcontract, delegate or encumber any rights or obligations without Tarynix’s prior written consent.

15. Marketing & Publicity

15.1 The Client consents to Tarynix using its name and logo as a reference or case study, unless the Client expressly requests in writing to prohibit such use.

15.2 Neither party shall make any public announcement relating to the Project without the other party’s prior written consent.

16. Governing Law & Dispute Resolution

16.1 This Agreement is governed by and construed in accordance with the laws of the United Arab Emirates.

16.2 Any dispute, controversy or claim arising out of or relating to this Agreement shall first be referred to mediation.

17. General

17.2 No waiver. Failure to enforce a right does not waive it unless waived in writing.

17.3 Severability. If any clause is found invalid, the remainder of the Agreement is unaffected.

17.4 Notices. All notices must be in writing, delivered by email to the address in the quotation or by registered mail, and are deemed received three (3) business days after dispatch.

17.5 Relationship. The parties are independent contractors; nothing creates a joint venture, partnership, agency or employment relationship.

17.6 Force majeure. Each party shall promptly notify the other of a Force Majeure Event; affected obligations are suspended for its duration.

17.7 Amendment. These Terms may only be amended by a document signed by both parties.

17.8 Counterparts. This Agreement may be executed in counterparts, each deemed an original.

18. Breach & Legal Enforcement

18.1 Any breach by the Client — including non-payment, unauthorized use of the Deliverables, or breach of the confidentiality or intellectual-property provisions — entitles Tarynix to pursue all remedies available under applicable law, including claims for damages and compensation.

18.2 All Deliverables remain the exclusive property of Tarynix until payment in full. Any use, reproduction, modification or commercial exploitation before full payment, or outside the licensed scope, infringes Tarynix’s intellectual property rights and may expose the Client to civil and criminal liability.

18.3 The Client bears all costs incurred by Tarynix in enforcing its rights, including collection costs, court or arbitration fees and reasonable attorneys’ fees.

Contact

Tarynix Solutions · info@tarynix.com · +971 54 738 9262