These Terms & Conditions form a legally binding and enforceable agreement between a client (hereinafter referred to as “Client”) and Truly Secure Technologies FZCO, a company incorporated in accordance with the laws of the United Arab Emirates holding license no 2547 and having its registered office at DTEC, Technohub1 Block B Dubai, United Arab Emirates, its subsidiaries and affiliates (hereinafter referred to as the “Service Provider,”, “Truly Secure”, “we” or “our”) when an instruction or order to perform the Service is received from the Client and subsequently service is rendered to the Client by the Service Provider, the instruction or order may be in written, verbal, or electronic form ( the “Terms and Conditions” or “Agreement”).
SECTION I: DEFINITIONS
In these Terms and Conditions, the following terms shall have the meaning mentioned below:
- “Client” means the party engaging with the Service Provider to procure its Services. This includes agents, employees, or any third party duly authorized by or acting on behalf of the Client.
- “Party” means Service Provider or the Client, depending on the context of these Terms and Conditions.
- “Parties” means Clients and Service Providers collectively.
- “Service” means the service(s) provided or agreed to be provided by the Service Provider to the Client in accordance with the scope of work specified in the Proposals, Quotes, and invoices.
- “Quote” means a document stating the scope of work and the estimation of costs for performing the same.
- “Proposal/Proposals” means any proposal/document signed by the Parties and stating the scope of work, pricing, and terms of the service.
- “License Fees” means the fees charged by a third party for using its products or services.
- Website: Website means the Service Provider’s website https://trulysec.com/
SECTION II. APPLICABILITY
These Terms and Conditions constitute a legally binding Agreement between the Service Provider and the Client under the following circumstances:
- When the Client places an order or requests the Service Provider to provide any Service as per terms and scope of work stated in the Proposal signed with the Client.
- Upon the acknowledgment of Services by the Client through email, WhatsApp or any other mode of communication.
- Upon issuance of delivery orders, job sheets, and invoices by the Service Provider for Services provided to the Client and receipt of the same by the Client.
- Upon receiving an order/written instructions/verbal instruction provided from the Client to perform the Service as per the scope mentioned in the Quote.
- The Service Provider reserves the right to amend these Terms and Conditions at any time and without notice. Thus, the Client is advised to regularly check these Terms and Conditions as posted on the Website or request the Service Provider to provide a copy of the same.
- In the interpretation of these Terms and Conditions, unless the context otherwise requires, words importing the singular shall include the plural and vice versa. Furthermore, references to any gender shall be deemed applicable to all genders.
SECTION III: BINDING EFFECT OF THE PROPOSALS
These Terms and Conditions apply to all Services rendered by the Service Provider for which the Parties have signed the Proposal.
Any payment of the invoice by the Client is clear evidence and manifestation that he agrees to abide by these Terms and Conditions as published/posted on the Service Provider’s Website.
SECTION IV: PAYMENTS
- The payments for the Service, duration of execution, and terms of payment are provided in the Proposals, Quotes, and Invoices.
- The Service Provider’s invoices for fees and expenses, if any, shall be due and payable in full immediately upon receipt by the Client. All payments shall be fully earned when due and non-refundable when paid.
- The Client is required to make separate payments for any expenses that the Service Provider incurs while procuring third-party services, licenses, and other associated costs on behalf of the Client.
SECTION V: HANDOVER
- Upon the completion of the specified Services outlined in the Quote, Proposal, or email communication, or in the event of the termination of this Agreement, the Client has the right to request the Service Provider to transfer client documents and materials, whether in paper or electronic format, as well as provide passwords to the Client or any third party appointed by the Client (the “Handover Process” or “Handover”)
- The Handover Process shall commence only after the Client has paid the outstanding amounts, they owe to the Service Provider.
- The completion of the Handover Process is expected to occur within 30 days.
Upon completion of the Handover, the Service Provider shall not be obligated to provide any additional free support to the Client.
SECTION VI: SUSPENSION OF SERVICES
The Service Provider will cease providing its Services and withdraw the deployed personnel from the Client’s site upon notifying the Client with a grace period of 5 (five) business days. This suspension will persist until all outstanding amounts are settled in full.
SECTION VII: TERM AND TERMINATION
- Either party may terminate these Terms and Conditions / Agreement, with or without cause, by giving thirty (30) day’s written notice to the other party.
- In the event these Terms and Conditions/ Agreement is terminated by the Client for any reason then the Client agrees to make the payment for services rendered by Truly Secure till the date of termination.
- In the event that the Client terminates these Terms and Conditions/Agreement without furnishing a 30-day notice to the Service Provider, the Client hereby acknowledges and agrees to remit cancellation fees amounting to 50% of the annual service fees.
SECTION VIII. LIMITATION ON LIABILITY
In no event will the Service Provider, its affiliates or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your purchase or use, or inability to use, any Service, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain or suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, foreseeable or non-foreseeable
SECTION IX. CONFIDENTIAL TERMS AND CONDITIONS
- Both Parties shall deal with all details relating to any information that may be acquired in performing Services under the Terms and Conditions in a confidential manner.
- Neither Party shall disclose any information related to these Terms and Conditions to any third party, except as may be required by law, regulation, or other governmental authority.
SECTION X. GOVERNING LAW AND JURISDICTION
These Terms and Conditions and any dispute or differences arising therefrom or related thereto shall be governed by and construed as per the Federal Laws of the United Arab Emirates and applicable laws of the Emirate of Dubai.
If any disputes or differences between the Parties arising out of or in connection with these Terms and Conditions or its performance, the same shall be settled amicably by the Parties and in case the dispute cannot be resolved within thirty (30) days from notice to the other party, the dispute shall be referred exclusively to Dubai Courts.
SECTION XI. WAIVER AND SEVERABILITY
- No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.
- The invalidity or unenforceability of any provision in these Terms and Conditions shall in no way affect the validity or enforceability of any other provision herein. In the event of the invalidity or unenforceability of any provision of these Terms and Conditions, the Parties will immediately negotiate in good faith to replace such a provision with another, which is invalid or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces.
SECTION XII. ENTIRE AGREEMENT
- These Terms and Conditions constitute the entire online agreement between the Parties relating to the order of the Service and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, written, electronic, and verbal.
- The captions in these Terms and Conditions are for convenience only and shall not define or limit any of the terms hereof.