Terms of Service

Effective Date: 01/01/2025

1. Agreement to Terms

By engaging Nextdaemon LLC-Fz (“NextDaemon”, “we”, “us”) for consulting, development, or software services, you (“Client”) agree to be bound by these Terms of Service. These Terms govern all services unless otherwise agreed to in a separate written agreement.

2. Scope of Services

NextDaemon offers consulting and development services including, but not limited to:

• Custom software and product development
• Artificial intelligence and machine learning engineering
• Workflow and process design
• Technical program and project management
• Remote team augmentation and execution support

All deliverables and service terms will be defined in individual Statements of Work (“SOWs”).

3. Engagement Terms

• Work begins upon mutual agreement and, if applicable, receipt of the initial payment.
• Project scope, timelines, and milestones will be defined in the SOW.
• Scope changes must be confirmed in writing and may result in revised pricing or delivery schedules.

4. Fees and Payment

• Fees and payment terms are defined in each SOW.
• Invoices are due within 14 days of the invoice date.
• Late payments may accrue a 2% monthly interest fee.
• All fees are exclusive of UAE VAT or other applicable taxes unless otherwise stated.

5. Ownership & Intellectual Property

Client Deliverables

Upon full payment, all custom code, documentation, and assets developed specifically for the Client are transferred to the Client.

NextDaemon IP

Any tools, libraries, internal frameworks, or processes developed independently by NextDaemon remain its intellectual property unless otherwise licensed.

Exclusive IP Transfer (Optional)

If the Client requests full exclusive rights to the source code and materials developed, this must be agreed in writing in the SOW. Additional licensing or buyout fees may apply. IP transfer takes effect only after complete payment.

6. Confidentiality & Non-Solicitation

6.1 Confidentiality

Both parties agree to protect confidential business, technical, and operational information shared during the engagement. Confidentiality applies for 3 years after project termination.

6.2 Non-Solicitation

The Client agrees not to directly solicit, hire, or engage any contractor or employee introduced or supplied by NextDaemon for a period of 12 months following project completion. Violation of this clause will result in a fee equal to 12 months of the individual’s last invoiced compensation or a negotiated buyout.

7. Data Protection & GDPR Compliance

If the Client is subject to the EU General Data Protection Regulation (GDPR):

• Roles: The Client is the Data Controller; NextDaemon is the Data Processor.
• Compliance: NextDaemon will process personal data only as instructed, apply appropriate technical and organizational safeguards, and ensure that all team members handling data are bound by confidentiality.
• Data Subject Rights: NextDaemon will support the Client in responding to requests (access, deletion, etc.) from EU data subjects.
• Data Subprocessing: No data will be shared with subprocessors without the Client’s consent.
• Deletion/Return: All personal data will be deleted or returned upon project conclusion, upon request.

A detailed Data Processing Agreement (DPA) can be provided upon request.

8. Security

NextDaemon follows modern security best practices, including secure version control, access control, and encrypted communications. However, unless NextDaemon is managing the infrastructure, security of cloud platforms, servers, and environments remains the Client’s responsibility.

9. Service-Level Agreement (SLA)

If included in the SOW, NextDaemon provides the following service guarantees:

Response Times:

• Critical issues: within 4 business hours
• Major bugs or downtime: within 1 business day
• Routine issues and questions: within 2 business days

Availability:

• For infrastructure or services managed by NextDaemon, we target 99.5% monthly uptime
• Scheduled maintenance requires 48 hours' notice

Support Channels:

• Email, Slack, or designated platforms during business hours
• Emergency escalation contact available if included in the agreement

SLA terms apply only when explicitly stated in the SOW or retainer agreement.

10. Termination

Either party may terminate the agreement with 14 days’ written notice. Upon termination:

• All unpaid work completed up to the termination date must be paid in full
• Any licenses or IP rights not yet paid for revert to NextDaemon
• Confidentiality and non-solicitation clauses will remain in effect

In case of Client breach (e.g. non-payment), NextDaemon may suspend services immediately.

11. Warranties and Disclaimers

• All services are provided as is, with no guarantees of market results, user metrics, or financial outcomes.
• NextDaemon does not warrant third-party software or platforms.
• Unless otherwise agreed in writing, no uptime or performance guarantees are implied.

12. Limitation of Liability

To the maximum extent permitted under UAE law:

• NextDaemon’s total liability for any claim shall not exceed the total amount paid by the Client in the previous 60 days.
• We are not liable for indirect, incidental, or consequential damages such as data loss, lost profits, or business interruption, except in cases of gross negligence.

13. Force Majeure

Neither party is liable for failure or delay due to causes beyond their control, including war, natural disasters, pandemics, or internet outages. Work may be paused or rescheduled in such cases.

14. Independent Contractor

NextDaemon operates as an independent contractor. Nothing in this agreement creates an employment relationship, agency, or legal partnership.

15. Jurisdiction and Governing Law

This agreement is governed by the laws of the United Arab Emirates. All disputes will be resolved under the exclusive jurisdiction of the Meydan Free Zone Authority and its designated legal or arbitration bodies.

16. Entire Agreement

These Terms, along with any active Statement of Work, represent the full and exclusive agreement between the parties. All previous written or oral agreements are superseded.

17. Contact