INTRODUCTION

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:
   1.     “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.
   2.     “Party” means Service Provider or the Client, depending on the context of these Terms and Conditions.
   3.     “Parties” means Clients and Service Providers collectively.
   4.     “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.
   5.     “Quote” means a document stating the scope of work and the estimation of costs for performing the same.
   6.     “Proposal/Proposals” means any proposal/document signed by the Parties and stating the scope of work, pricing, and terms of the service.
   7.     “License Fees” means the fees charged by a third party for using its products or services.
   8.     “Website” means the Service Provider’s website https://trulysec.com

SECTION II: APPLICABILITY

   2.1 These Terms and Conditions constitute a legally binding Agreement between the Service Provider and the Client under the following circumstances:
     a. 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.
     b. Upon the acknowledgment of Services by the Client through email, WhatsApp or any other mode of communication.
     c. 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.
     d. Upon receiving an order/written instructions/verbal instruction provided from the Client to perform the Service as per the scope mentioned in the Quote.
   2.2 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.
   2.3 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 the Client agrees to abide by these Terms and Conditions as published/posted on the Service Provider’s Website.

SECTION IV: PAYMENTS

   a. The payments for the Service, duration of execution, and terms of payment are provided in the Proposals, Quotes, and Invoices.
   b. 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.
   c. 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

   a. 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”).
   b. The Handover Process shall commence only after the Client has paid all outstanding amounts owed to the Service Provider.
   c. The completion of the Handover Process is expected to occur within 15 days.
   d. 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

   a. Term and Automatic Renewal. This Agreement shall remain in effect for an Initial Term of 12 calendar months and shall automatically renew for successive Renewal Terms of equal duration unless either Party provides written notice of its intention not to renew as set forth in Section VIII.
   b. Either party may terminate this Agreement, with or without cause, by giving sixty (60) days’ written notice to the other party.
   c. In the event this Agreement is terminated by the Client for any reason, the Client agrees to make payment for services rendered by Truly Secure until the date of termination.
   d. In the event that the Client terminates this Agreement without furnishing a 60-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: RENEWAL AND NON-RENEWAL

   a. Term and Automatic Renewal. This Agreement shall remain in effect for the Initial Term specified in Section VII(a), and shall automatically renew for successive Renewal Terms of equal duration unless either Party provides written notice of its intention not to renew as set forth in this Section VIII.
   b. Expression of Intent Not to Renew. Either Party may elect not to renew this Agreement by providing written notice of non-renewal (“Non-Renewal Notice”) to the other Party no less than sixty (60) days prior to the expiration of the then-current Term. Such Non-Renewal Notice must: (i) Be delivered in writing in accordance with the Notice provisions set forth in Section VII(b); (ii) Expressly state the Party’s intention not to renew the Agreement; and (iii) Reference this Section VIII of the Agreement.
   c. Effect of Non-Renewal Notice. Upon proper delivery of a Non-Renewal Notice in compliance with Section VIII(b), this Agreement shall terminate at the end of the then-current Term. To avoid doubt, a Non-Renewal Notice is distinct from a Termination Notice under Section VII, and does not trigger early termination of the Agreement or any associated termination fees.
   d. Defective Non-Renewal Notice. Any purported Non-Renewal Notice that fails to comply with the requirements of Section VIII(b), including the timing requirement, shall be deemed ineffective. In such case, this Agreement shall automatically renew for the subsequent Renewal Term under the same terms and conditions.
   e. Transition Assistance. Following a valid Non-Renewal Notice, both Parties agree to cooperate in good faith to facilitate an orderly transition and wind-down of services during the remainder of the Term. Truly Secure reserves the right to charge Client at its then-current rates for any extraordinary transition services requested beyond the scope of regular services provided under this Agreement.

SECTION IX: 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 X: CONFIDENTIAL INFORMATION

   a. Both Parties shall deal with all details relating to any information that may be acquired in performing Services under this Agreement in a confidential manner.
   b. Neither Party shall disclose any information related to this Agreement to any third party, except as may be required by law, regulation, or other governmental authority.

SECTION XI: GOVERNING LAW AND JURISDICTION

   a. This Agreement 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.
   b. If any disputes or differences between the Parties arising out of or in connection with this Agreement or its performance cannot be settled amicably by the Parties within thirty (30) days from notice to the other party, the dispute shall be referred exclusively to Dubai Courts.

SECTION XII: WAIVER AND SEVERABILITY

   a. 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.
   b. The invalidity or unenforceability of any provision in this Agreement 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 this Agreement, the Parties will immediately negotiate in good faith to replace such a provision with another, which is not invalid or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces.

SECTION XIII: ENTIRE AGREEMENT

   a. This Agreement constitutes the entire agreement between the Parties relating to the order of the Service and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written, electronic, or verbal.
   b. The captions in this Agreement are for convenience only and shall not define or limit any of the terms hereof.