Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Client") and Vision Infinity Solutions FZE LLC ("Vision8Solutions," "we," "us," or "our"), a company registered in Ajman Free Zone, United Arab Emirates, governing your access to and use of the website vision8solutions.com (the "Site") and any services, consulting, development, or other professional engagements provided by us (collectively, the "Services").

By accessing our Site or engaging our Services, you agree to be bound by these Terms in their entirety. If you do not agree to all of these Terms, you must not access or use our Site or Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

2. Services

2.1 Scope of Services

Vision8Solutions provides technology consulting, software development, artificial intelligence solutions, cloud infrastructure services, digital transformation advisory, and related professional services. The specific scope, deliverables, timelines, and fees for any engagement shall be defined in a separate Statement of Work (SOW), proposal, or service agreement mutually agreed upon by both parties.

2.2 Engagement Terms

These Terms apply to all engagements unless explicitly superseded by a separate written agreement. In the event of a conflict between these Terms and a separate SOW or service agreement, the terms of the separate agreement shall prevail to the extent of the conflict.

2.3 Modifications to Services

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of our Services, except as expressly provided in a separate written agreement.

3. Client Obligations

• Accurate Information: You agree to provide accurate, current, and complete information as requested by us and to update such information promptly if it changes.
• Cooperation: You agree to cooperate with us in good faith, provide timely feedback, approvals, access to systems, and any materials or information reasonably necessary for us to perform the Services.
• Authorized Use: You are responsible for ensuring that your use of our Site and Services complies with all applicable laws, regulations, and these Terms.
• Credentials: You are responsible for maintaining the confidentiality of any login credentials, API keys, or access tokens provided to you and for all activities that occur under your account.
• Delays: Any delays caused by your failure to fulfill your obligations may result in extended timelines and additional costs, which shall be your responsibility.

4. Fees & Payment

4.1 Fees

Fees for Services shall be as set forth in the applicable SOW, proposal, or service agreement. All fees are exclusive of applicable taxes, duties, and levies unless expressly stated otherwise.

4.2 Payment Terms

Unless otherwise specified in writing, invoices are due and payable within thirty (30) days of the invoice date. We accept payment via bank transfer, credit card, or other methods as agreed.

4.3 Late Payments

Overdue amounts shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full. We reserve the right to suspend Services until all outstanding amounts are paid.

4.4 Expenses

Any pre-approved, out-of-pocket expenses incurred by us in connection with the Services (e.g., travel, third-party software licenses, cloud infrastructure costs) shall be reimbursed by you at cost, upon presentation of reasonable documentation.

4.5 Taxes

You are responsible for all taxes, levies, and duties applicable to your purchase of Services, except for taxes based on our income. If we are required to collect or remit taxes on your behalf, such taxes will be added to your invoice.

5. Intellectual Property

5.1 Our Intellectual Property

All content on our Site — including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, trademarks, service marks, trade names, and the overall look and feel — is the exclusive property of Vision8Solutions or its licensors and is protected by applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in our intellectual property except as expressly stated.

5.2 Deliverables

Unless otherwise agreed in a separate written agreement, upon full payment of all applicable fees, we grant you a non-exclusive, non-transferable, worldwide license to use the deliverables created specifically for you as part of the Services. Ownership of custom deliverables shall be governed by the applicable SOW or service agreement.

5.3 Pre-Existing & Residual IP

We retain all rights in our pre-existing intellectual property, proprietary tools, frameworks, libraries, methodologies, and know-how. Any general knowledge, skills, techniques, concepts, or ideas developed or acquired during the engagement remain our property and may be used freely in future engagements.

5.4 Open-Source Components

Deliverables may incorporate open-source software components, which are subject to their respective open-source licenses. We will identify such components upon request. Your use of open-source components is governed by the applicable open-source licenses, not these Terms.

5.5 Client Materials

You retain all rights in the materials, data, content, and intellectual property you provide to us. You grant us a limited, non-exclusive license to use such materials solely for the purpose of performing the Services.

6. Confidentiality

Each party agrees to hold the other party's confidential information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law or to professional advisors bound by confidentiality obligations. Confidential information includes, but is not limited to, business plans, technical data, trade secrets, customer lists, pricing information, and proprietary methodologies.

This obligation of confidentiality shall survive the termination of these Terms for a period of three (3) years, except for trade secrets which shall be protected indefinitely. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of confidential information; or (d) is rightfully received from a third party without restriction.

7. Warranties & Disclaimers

7.1 Service Warranty

We warrant that the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. If Services do not conform to this warranty, your sole and exclusive remedy is for us to re-perform the non-conforming Services at no additional cost, provided you notify us in writing within thirty (30) days of delivery.

7.2 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 7.1, THE SITE AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, OR SECURITY.

We do not warrant that the Site will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We do not warrant that any defects will be corrected or that the results obtained from the use of the Site or Services will be accurate or reliable.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VISION8SOLUTIONS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR USE, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND US DOLLARS (USD $1,000), WHICHEVER IS GREATER.

These limitations apply regardless of whether the damages are foreseeable and regardless of whether we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

9. Indemnification

You agree to indemnify, defend, and hold harmless Vision8Solutions, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of our Site or Services; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; (d) your violation of any third-party rights, including intellectual property rights; or (e) any content, data, or materials you provide to us.

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses.

10. Term & Termination

10.1 Term

These Terms are effective from the date you first access our Site or engage our Services and remain in effect until terminated by either party.

10.2 Termination for Convenience

Either party may terminate these Terms or any SOW by providing thirty (30) days' prior written notice to the other party.

10.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets; or (c) ceases to conduct business in the normal course.

10.4 Effect of Termination

Upon termination: (a) you shall pay all fees due for Services performed through the termination date; (b) each party shall return or destroy the other party's confidential information; (c) all licenses granted hereunder shall terminate, except for licenses to fully paid deliverables; (d) Sections 5, 6, 7.2, 8, 9, 13, and 14 shall survive termination.

11. Acceptable Use

You agree not to use our Site or Services to:

• Violate any applicable local, national, or international law or regulation.
• Infringe upon or violate the intellectual property rights or privacy rights of any third party.
• Transmit any material that is unlawful, defamatory, threatening, abusive, obscene, or otherwise objectionable.
• Distribute viruses, malware, worms, Trojan horses, or any other malicious or destructive code.
• Attempt to gain unauthorized access to our systems, networks, servers, or other infrastructure.
• Interfere with or disrupt the integrity or performance of our Site or Services.
• Scrape, crawl, or use automated means to access our Site without our express written consent.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Use the Site or Services for any fraudulent, deceptive, or misleading purpose.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software provided as part of the Services.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, power outages, internet or telecommunications failures, cyberattacks, government actions, strikes, labor disputes, or shortage of materials. The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact. If the force majeure event continues for more than sixty (60) days, either party may terminate the affected SOW without liability.

13. Governing Law & Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates and the applicable laws of the Emirate of Ajman, without regard to its conflict of law provisions.

13.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration administered by the Ajman International Commercial Court or, at our election, the Dubai International Arbitration Centre (DIAC) in accordance with its rules. The seat of arbitration shall be Ajman, UAE. The language of arbitration shall be English. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

13.3 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any applicable SOW, proposal, or service agreement, constitute the entire agreement between you and Vision8Solutions with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, representations, or agreements, whether oral or written.

14.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision shall not constitute a waiver of such right or provision.

14.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section shall be null and void.

14.5 Independent Contractors

The relationship between you and Vision8Solutions is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

14.6 Notices

All notices under these Terms shall be in writing and delivered via email to the addresses provided by each party. Notices to Vision8Solutions shall be sent to support@vision8solutions.com.

14.7 Third-Party Beneficiaries

These Terms do not confer any rights on any third party. No person other than the parties to these Terms shall have any right to enforce any of its terms.

14.8 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

15. Changes to These Terms

We reserve the right to update or modify these Terms at any time at our sole discretion. Changes will be effective immediately upon posting the revised Terms on our Site with an updated "Last updated" date. Your continued use of our Site or Services after any changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically. For material changes, we will make reasonable efforts to notify you in advance.

16. Contact Us

If you have any questions or concerns about these Terms, please contact us: