Terms & Conditions

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Nastrum Technologies LLC (“Nastrum,” “we,” “our,” or “us”), a company registered in the United Arab Emirates, governing your access to and use of our website, products, and services.

By accessing our website, engaging our services, or executing a service agreement or statement of work that references these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not access our website or use our services.

We reserve the right to modify these Terms at any time. Material changes will be communicated to active clients via email at least 30 days prior to taking effect. Continued use of our services after such notification constitutes acceptance of the modified Terms.

Nastrum Technologies provides professional IT services including, but not limited to: IT infrastructure and networking, cloud migration and digital transformation, custom software and mobile application development, e-commerce solutions, digital marketing, cybersecurity, managed IT services, data analytics, UI/UX design, business automation, and POS/retail solutions.

The specific scope, deliverables, timelines, and pricing for each engagement shall be defined in a separate Statement of Work (SOW) or Service Agreement executed by both parties. In the event of any conflict between these Terms and an individual SOW, the provisions of the SOW shall prevail to the extent of the inconsistency.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, provided that such changes do not materially affect active engagements governed by an existing SOW.

By engaging our services, you agree to:

• Provide accurate, complete, and timely information, materials, access credentials, and feedback necessary for us to perform the agreed services.
• Designate an authorised representative with decision-making authority to serve as the primary point of contact for the project.
• Respond to requests for information, approvals, and feedback within the timeframes specified in the SOW. Delays caused by your failure to respond may result in adjusted timelines and additional costs.
• Ensure that all materials, content, and data you provide do not infringe upon the intellectual property rights, privacy rights, or any other rights of third parties.
• Maintain the confidentiality of any account credentials, API keys, or access tokens provided to you and notify us immediately of any unauthorised use.
• Comply with all applicable laws, regulations, and industry standards relevant to your business and use of our services.

All fees and payment schedules shall be as specified in the applicable SOW or Service Agreement. Unless otherwise agreed in writing:

• Project-Based Engagements: Payments are structured as milestones — typically 30% upon contract execution, 40% at mid-project delivery, and 30% upon final delivery and acceptance.
• Retainer/Managed Services: Monthly invoices are issued on the first business day of each month, with payment due within 30 days of the invoice date.
• Currency: All amounts are quoted and payable in United Arab Emirates Dirhams (AED) unless otherwise specified.
• VAT: All prices are exclusive of Value Added Tax (VAT). VAT at the applicable rate (currently 5%) will be added to all invoices in accordance with UAE Federal Tax Authority regulations.
• Late Payment: Overdue invoices shall incur a late payment charge of 1.5% per month (18% per annum) on the outstanding balance. We reserve the right to suspend services if payment remains outstanding for more than 45 days.

Client IP: All intellectual property provided by the Client (including trademarks, logos, content, and data) remains the exclusive property of the Client. The Client grants Nastrum a limited, non-exclusive licence to use such materials solely for the purpose of delivering the agreed services.

Deliverable IP: Upon full payment of all applicable fees, intellectual property rights in custom deliverables (including custom software, designs, and documentation) created specifically for the Client shall transfer to the Client. This transfer does not include pre-existing IP, open-source components, or third-party licensed software.

Nastrum IP: Nastrum retains all rights in its pre-existing intellectual property, proprietary tools, frameworks, methodologies, and general know-how, even if used in or incorporated into deliverables. Where such pre-existing IP is incorporated into deliverables, the Client receives a perpetual, non-exclusive, royalty-free licence to use it within the context of the delivered solution.

Portfolio Rights: Unless otherwise agreed in writing, Nastrum retains the right to display general descriptions and non-confidential visuals of completed work in its portfolio and marketing materials.

To the maximum extent permitted by applicable law, Nastrum Technologies' total aggregate liability arising out of or in connection with these Terms, any SOW, or the services provided shall not exceed the total fees paid by the Client to Nastrum under the relevant SOW during the twelve (12) months preceding the claim.

In no event shall Nastrum be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, goodwill, or anticipated savings, regardless of the cause of action or the theory of liability (whether in contract, tort, strict liability, or otherwise), even if Nastrum has been advised of the possibility of such damages.

The limitations set forth in this section shall not apply to: (a) breaches of confidentiality obligations, (b) infringement of intellectual property rights, (c) Nastrum's wilful misconduct or gross negligence, or (d) liabilities that cannot be limited by applicable law.

Nastrum warrants that: (a) all services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; (b) deliverables will substantially conform to the specifications set out in the applicable SOW for a period of 90 days following acceptance (“Warranty Period”); and (c) Nastrum has the right and authority to enter into these Terms and provide the services.

During the Warranty Period, if any deliverable fails to conform to its specifications, Nastrum will, at its sole expense, correct the non-conformity. This warranty does not cover defects arising from: modifications made by the Client or third parties, misuse, operation outside of specified requirements, or force majeure events.

Except as expressly set forth herein, all services and deliverables are provided “as is.” Nastrum disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Nastrum does not warrant that services will be uninterrupted, error-free, or that all defects will be corrected.

Termination for Convenience: Either party may terminate an SOW by providing 30 days' written notice. Upon termination, the Client shall pay for all services rendered and non-cancellable expenses incurred up to the termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party: (a) commits a material breach that remains uncured for 15 days after written notice of such breach; (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) ceases to conduct business in the normal course.

Effect of Termination: Upon termination: (a) Nastrum shall deliver all completed and in-progress work product to the Client; (b) the Client shall pay all outstanding invoices and fees for work completed; (c) each party shall return or destroy all confidential information of the other party; and (d) provisions relating to intellectual property, confidentiality, limitation of liability, and governing law shall survive termination.

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of the United Arab Emirates, including the federal laws and the applicable local laws of the Emirate of Dubai, without regard to conflict of law principles.

Both parties acknowledge and agree that the laws of the UAE, including the UAE Civil Code (Federal Law No. 5 of 1985, as amended), the UAE Commercial Transactions Law (Federal Law No. 18 of 1993, as amended), and the UAE Electronic Transactions and Commerce Law (Federal Law No. 1 of 2006), shall apply to the interpretation and enforcement of these Terms.

The parties agree to resolve any disputes arising out of or in connection with these Terms through the following process:

1. Negotiation: The parties shall first attempt to resolve any dispute through good-faith negotiation between senior representatives of each party for a period of not less than 30 days.

2. Mediation: If the dispute is not resolved through negotiation, the parties may agree to submit the dispute to mediation administered by the Dubai International Arbitration Centre (DIAC) or another mutually agreed mediation service.

3. Arbitration: If the dispute is not resolved through negotiation or mediation, it shall be finally resolved by arbitration under the rules of the Dubai International Arbitration Centre (DIAC). The arbitration shall be conducted in English, in Dubai, UAE, by a single arbitrator appointed in accordance with the DIAC rules. The decision of the arbitrator shall be final and binding on both parties.

Nothing in this clause prevents either party from seeking interim injunctive relief from the Courts of Dubai (DIFC or non-DIFC) where necessary to protect its rights.

For any questions regarding these Terms and Conditions, please contact us: