Service Terms
Service terms specific to United Arab Emirates engagements, governed by UAE law with Dubai court jurisdiction.
Effective from: November 2025
The Client's Agreement with IHQ is created upon the execution of its first Order Form and consists of these Service Terms, Service Specific Terms, Data Protection Addendum (located within the IHQ Legal Resource Centre and is incorporated into and forms parts of these Service Terms), Order Form(s) and SOW(s).
Client may order IHQ's Services under this Agreement by executing an Order Form which is issued by IHQ or any of its Affiliates. All Order Forms shall be deemed effective and legally binding on the Parties and form part of this Agreement on the date the last Party signs the Order Form ("Effective Date").
Client acknowledges that the nature of the Services means that IHQ is regularly developing, evolving and improving the Services. Any changes required by applicable law or which IHQ reasonably determines are necessary for Service performance, security or compliance may be implemented immediately without Client consent.
Unless an Order Form states otherwise, the Client shall be invoiced for the Fees monthly in advance from the Effective Date. Any Usage Fees shall be invoiced monthly in arrears. Client shall pay all Fees within 30 days from the date of invoice.
All payments to IHQ shall be made in full, free and clear of any deduction or withholding, except as required under applicable UAE law.
All Intellectual Property Rights in and to the Services shall remain at all times the sole and exclusive property of IHQ or its licensors. Nothing in this Agreement shall be construed as transferring, assigning or granting any ownership rights in IHQ's Intellectual Property Rights to the Client.
Client retains all ownership rights in Client Data and Client's confidential information. Client represents and warrants that it has obtained and will maintain all necessary rights, authorisations, consents and legal bases under applicable laws (including PDPL) to provide Client Data to IHQ and to permit IHQ to process Client Data in accordance with this Agreement.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY: LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS; LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION; ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGE.
THE MAXIMUM AGGREGATE LIABILITY OF ONE PARTY TO THE OTHER SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO THE IHQ UNDER THAT ORDER FORM IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST CLAIM.
The Parties irrevocably agree that the courts of Dubai shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement.
This Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation shall be governed by, and construed in accordance with, the laws of the UAE.
"IHQ" means Intent HQ Middle East Software Trading L.L.C, 17/06 Office No. L17/08/17/09 BurJuman Centre Property - Bur Dubai - Mankhool.
"PDPL" means UAE Federal Decree-Law No. 45/2021 on the Protection of Personal Data, and as may be amended from time to time.
"UAE" means United Arab Emirates.
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