Terms & Conditions

In these Terms and Conditions: "Brightloop" or "Company" refers to Brightloop Consultancy, registered at CWEP3862, Compass Building, Al Shohada Road, AL Hamra Industrial Zone-FZ, Ras Al Khaimah, UAE. "Client" refers to any individual, company, or entity engaging Brightloop for consultancy services. "Services" refers to all digital strategy, architectural design, engineering, cloud infrastructure, cybersecurity, and related consultancy services provided by Brightloop. "Agreement" refers to these Terms together with any signed Statement of Work (SOW), proposal, or engagement letter.

2.1 Service Delivery

Brightloop agrees to deliver services as outlined in the applicable Statement of Work or engagement proposal. Any amendments to the agreed scope must be documented in writing and signed by both parties.

2.2 Subcontracting

Brightloop may engage vetted subcontractors to deliver specific elements of a project. Brightloop remains fully responsible for the quality and confidentiality of all subcontracted work.

2.3 Client Cooperation

The Client agrees to provide timely access to relevant personnel, systems, documentation, and approvals necessary for project delivery. Delays caused by the Client may affect delivery timelines and associated costs.

3.1 Fees

All fees are denominated in UAE Dirhams (AED) unless otherwise agreed in writing. Fees are specified in the applicable SOW or proposal and are exclusive of applicable taxes.

3.2 Payment Terms

Invoices are due within thirty (30) calendar days of issuance unless otherwise specified. Late payments are subject to a 1.5% monthly interest charge on outstanding balances, in accordance with UAE commercial law.

3.3 Expenses

Pre-approved out-of-pocket expenses (travel, accommodation, third-party licences) will be invoiced to the Client at cost with supporting documentation.

3.4 Taxes

The Client is responsible for any applicable VAT, withholding taxes, or other government levies imposed on services delivered. Brightloop will issue VAT-compliant tax invoices as required under UAE Federal Tax Authority regulations.

4.1 Client Ownership

Upon receipt of full payment, all deliverables specifically created for the Client under a signed SOW become the property of the Client.

4.2 Brightloop IP

Brightloop retains ownership of all pre-existing intellectual property, proprietary methodologies, frameworks, tools, and know-how used in delivering services. A non-exclusive licence to use such IP as embedded in deliverables is granted to the Client upon full payment.

4.3 Portfolio Rights

Unless expressly prohibited in writing, Brightloop reserves the right to reference the Client's name and a general description of the engagement in its portfolio and marketing materials, subject to confidentiality obligations.

5.1 Mutual Obligation

Both parties agree to keep confidential all non-public information received from the other party in connection with the engagement. This obligation survives termination of the agreement for a period of five (5) years.

5.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was already known to the receiving party; (c) is independently developed; or (d) is required to be disclosed by applicable law or court order.

6.1 By Brightloop

Brightloop warrants that services will be performed with professional care, skill, and diligence by suitably qualified personnel, and in material compliance with the agreed specifications.

6.2 By the Client

The Client warrants that it has the authority to enter this agreement, that all information provided is accurate, and that it will use deliverables only for lawful purposes.

6.3 Disclaimer

Except as expressly stated, Brightloop provides services on an 'as-is' basis and makes no warranties regarding specific business outcomes, revenue targets, or results achieved through the implementation of recommendations.

7.1 Aggregate Cap

Brightloop's total aggregate liability to the Client under or in connection with any engagement shall not exceed the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.

7.2 Excluded Losses

Neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of revenue, loss of profit, loss of data, or business interruption, even if advised of the possibility of such losses.

8.1 Termination for Convenience

Either party may terminate an engagement by providing thirty (30) days' written notice. The Client remains liable for all fees accrued up to the termination date, plus reasonable costs for work-in-progress.

8.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches the agreement and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

8.3 Effect of Termination

Upon termination, each party shall return or destroy confidential information of the other party. Provisions relating to payment, intellectual property, confidentiality, and limitation of liability shall survive termination.

9.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the United Arab Emirates and, where applicable, the laws of the Emirate of Ras Al Khaimah.

9.2 Dispute Resolution

The parties shall first attempt to resolve any dispute amicably through senior-level negotiation within thirty (30) days of written notice of a dispute. If unresolved, disputes shall be referred to arbitration under the rules of the Ras Al Khaimah International Corporate Centre (RAKICC) or a mutually agreed arbitration body.

10.1 Entire Agreement

These Terms, together with any applicable SOW or engagement letter, constitute the entire agreement between the parties and supersede all prior understandings, negotiations, or representations.

10.2 Amendments

No amendment to these Terms is binding unless made in writing and signed by authorised representatives of both parties.

10.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including acts of God, government actions, natural disasters, or cyber-attacks.

10.5 Contact

For any queries regarding these Terms, contact us at: info@brightloop.ae +971 54 350 8225 CWEP3862, Compass Building, Al Shohada Road AL Hamra Industrial Zone-FZ, Ras Al Khaimah, UAE