Terms of Service

1. Definitions

For purposes of these Terms:

• "SGC TECH AI," "we," "us," "our" refers to SGC TECH AI, a division of Scholarix Global Consultancy, registered in Dubai, UAE.
• "Client," "you," "your" refers to the individual or entity engaging our services.
• "Services" refers to Intelligent Infrastructure implementation, AI integration, custom development, and related consulting services.
• "Platform" refers to the Intelligent Infrastructure system and any custom modules we develop.
• "Go-Live Date" refers to the date your AI-Powered Systems system becomes operational for production use.
• "ROI" refers to Return on Investment, calculated as (Gains - Costs) / Costs × 100%.

2. Our Services

2.1 Core Services

SGC TECH AI provides:

• Intelligent Infrastructure Implementation: Installation, configuration, and deployment of AI modules
• AI Integration: AI-powered automation, forecasting, and intelligent workflows
• Custom Development: Bespoke modules and integrations tailored to your business
• Training & Support: User training, documentation, and ongoing technical support
• Rapid Rescue: Emergency support for failing ERP systems (separate service)

2.2 Service Tiers

2.3 Out of Scope

Unless explicitly included in your Statement of Work, the following are not covered:

• Third-party software licenses (AI-Powered Systems Enterprise, add-ons)
• Infrastructure costs (hosting, servers, domains)
• Data migration from legacy systems (requires separate scoping)
• Process re-engineering consulting beyond implementation
• On-site support (unless specifically contracted)

3. Service Engagement Process

3.1 Consultation & Scoping

1. Free Consultation: 30-minute discovery call to understand your needs
2. ROI Analysis: We provide detailed ROI projections based on your data
3. Statement of Work (SOW): Detailed scope, timeline, deliverables, and pricing
4. Agreement Signing: Both parties sign the SOW and these Terms

3.2 Project Phases

3.3 Client Approval

You must provide written approval at these milestones:

• ✅ Statement of Work (before project start)
• ✅ System Design (before development begins)
• ✅ User Acceptance Testing sign-off (before go-live)
• ✅ Go-Live confirmation (before final payment)

4. Pricing, Payment Terms & Invoicing

4.1 Pricing Structure

All pricing is in UAE Dirhams (AED) and includes:

• ✅ Project management and coordination
• ✅ System configuration and customization
• ✅ AI integration (where applicable)
• ✅ User training (up to 8 hours)
• ✅ Documentation and knowledge transfer
• ✅ 90 days post-launch support

Not included: AI-Powered Systems Enterprise license, hosting infrastructure, third-party integrations (unless specified).

4.2 Payment Schedule

4.3 Payment Methods

We accept:

• Bank transfer (UAE banks)
• Credit/debit cards (Visa, Mastercard)
• Online payment gateways (Stripe)
• Purchase orders (for enterprise clients with credit terms)

4.4 Late Payment

• Invoices are due within the specified payment terms (typically 7-14 days)
• Late payments incur 2% monthly interest (24% APR)
• Services may be suspended after 15 days overdue
• Legal action and debt recovery costs will be added to outstanding balance

4.5 Refunds

Refunds are governed by our ROI Guarantee policy. No refunds for:

• Client-initiated project cancellation after work has commenced
• Failure to meet timeline due to client delays
• Change requests outside original scope

5. 150% ROI Guarantee

5.1 How It Works

1. Baseline Measurement (Month 0):
   • We document your current operational costs, time spent on manual tasks, error rates, and revenue
   • You provide historical data for the 6 months prior to implementation
2. Quarterly Reviews (Months 3, 6, 9, 12):
   • We measure improvements in efficiency, cost savings, revenue growth, and error reduction
   • Joint review sessions to validate metrics
3. 12-Month Audit:
   • Comprehensive ROI calculation using agreed-upon methodology
   • If ROI < 150%, we refund the difference up to 100% of project fees

5.2 ROI Calculation Methodology

Gains include:

• Time savings (automated processes × hourly labor cost)
• Cost reductions (reduced software licenses, fewer errors, lower overhead)
• Revenue increases (faster invoicing, better inventory management, improved customer satisfaction)
• Efficiency gains (measurable productivity improvements)

Costs include:

• Our implementation fees
• AI-Powered Systems licenses (if purchased through us)
• Infrastructure costs (hosting)
• Training time (employee hours)

Formula: ROI = [(Total Gains - Total Costs) / Total Costs] × 100%

5.3 Guarantee Eligibility

The ROI Guarantee applies if:

• ✅ You use the system as intended (80%+ adoption rate)
• ✅ You complete all required training
• ✅ You follow our recommended best practices
• ✅ You provide accurate baseline data
• ✅ You participate in quarterly reviews
• ✅ No material business changes (acquisitions, major downsizing, industry collapse)

5.4 Guarantee Claims

To claim the guarantee:

1. Submit claim within 30 days of 12-month anniversary
2. Provide supporting documentation (financial reports, usage logs)
3. Participate in verification audit (2-3 business days)
4. Refund processed within 30 days of claim approval

6. 14-Day Deployment Timeline

6.1 Timeline Commitment

We commit to deploying your AI-Powered Systems system within 14 business days of project kickoff, provided:

• ✅ Scope is within standard implementation (no major custom development)
• ✅ Client provides required information within 24 hours of requests
• ✅ Key stakeholders are available for daily check-ins (15 minutes)
• ✅ No major scope changes after day 3

6.2 What "Deployment" Means

On Day 14, your system will be:

• ✅ Fully configured and tested
• ✅ Accessible to all users
• ✅ Populated with your data
• ✅ Integrated with agreed-upon third-party systems
• ✅ Documented with user guides
• ✅ Stable and ready for production use

6.3 Timeline Delays

Timeline may be extended due to:

• Client Delays: Late information, unavailable stakeholders, approval delays
• Scope Changes: New requirements added after design phase
• Data Issues: Incomplete or corrupted legacy data requiring cleanup
• Technical Dependencies: Third-party API delays, infrastructure provisioning
• Force Majeure: Natural disasters, government restrictions, internet outages

If delays are our fault, we compensate with:

• Extended post-launch support (1 additional month per week delayed)
• Priority support for 6 months
• Discount on future services (10% per week delayed)

7. Client Responsibilities

7.1 During Implementation

You agree to:

• Designate a Project Lead: Single point of contact with decision-making authority
• Provide Timely Information: Business processes, data, requirements within 24 hours
• Make Key Stakeholders Available: Daily 15-minute check-ins, testing sessions
• Review & Approve Deliverables: Within 2 business days of submission
• Complete Training: All users must attend training sessions
• Prepare Infrastructure: Ensure necessary hardware, internet, devices are ready

7.2 After Go-Live

You are responsible for:

• Day-to-day system usage and data entry
• User adoption and change management
• Data backup (if self-hosting)
• AI-Powered Systems license renewals
• Infrastructure maintenance (if self-hosting)
• Keeping us informed of system issues within 24 hours

7.3 Prohibited Activities

You may not:

• ❌ Resell, redistribute, or white-label our custom work
• ❌ Reverse engineer our proprietary code
• ❌ Remove our attribution from custom modules (where applicable)
• ❌ Use the system for illegal activities
• ❌ Attempt to hack, breach, or compromise system security

8. Intellectual Property Rights

8.1 Your IP

You retain all rights to:

• Your business data, processes, and trade secrets
• Your branding, logos, and marketing materials
• Your customer data and proprietary information

8.2 Our IP

We retain all rights to:

• Our AI algorithms and proprietary automation logic
• Our pre-built module templates and frameworks
• Our implementation methodologies and processes
• Our training materials and documentation templates

8.3 Custom Development

For custom modules built specifically for you:

• You receive: Perpetual, non-exclusive license to use the code
• We retain: Right to reuse concepts/approaches (not your specific business logic) for other clients
• Source code: Provided in editable format (you can modify or hire others to modify)
• Reusable components: If we create genuinely innovative features, we may package them as add-ons for other clients (with your sensitive logic removed)

8.4 Open Source

AI-Powered Systems is open-source software (LGPL/AGPL license). Any modifications to core AI-Powered Systems must comply with these licenses.

9. Warranties, Disclaimers & Liability

9.1 Our Warranties

We warrant that:

• ✅ Services will be performed with reasonable skill and care
• ✅ Custom code will be free from material defects for 90 days post-launch
• ✅ We have the rights to deliver the services
• ✅ System will function as described in the Statement of Work

9.2 Disclaimers

EXCEPT AS EXPRESSLY STATED IN SECTION 9.1:

• Services are provided "AS IS" without warranties of any kind
• We do not warrant uninterrupted or error-free operation
• We do not guarantee specific business outcomes beyond the ROI Guarantee
• Third-party software (AI-Powered Systems, integrations) carries its own warranties

9.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total liability shall not exceed the fees paid for the specific project
• We are not liable for indirect, incidental, consequential, or punitive damages
• We are not liable for: lost profits, lost revenue, lost data, business interruption
• Liability cap does not apply to: gross negligence, willful misconduct, or fraud

9.4 Indemnification

You agree to indemnify us against claims arising from:

• Your misuse of the system
• Your violation of laws or third-party rights
• Inaccurate information you provide
• Your breach of these Terms

10. Termination & Cancellation

10.1 Termination by Client

You may terminate the project with written notice:

• Before Work Starts: Full refund minus 10% administrative fee
• During Discovery/Design (Days 1-4): Refund of 70% of fees paid
• During Development (Days 5-10): Refund of 40% of fees paid
• During Testing/Deployment (Days 11-14): No refund (project substantially complete)

10.2 Termination by SGC TECH AI

We may terminate if:

• You fail to pay invoices within 15 days of due date
• You materially breach these Terms
• You engage in abusive behavior toward our team
• Project becomes technically infeasible due to factors beyond our control

In such cases, we will provide 7 days' written notice and partial refund for undelivered work.

10.3 Effects of Termination

Upon termination:

• All outstanding invoices become immediately due
• We provide deliverables completed up to termination date
• You retain access to completed work (no ongoing support)
• Confidential information obligations continue indefinitely

10.4 Post-Launch Support Termination

After go-live, either party may terminate ongoing support with 30 days' notice.

11. Dispute Resolution

11.1 Informal Resolution

Before formal action, parties agree to:

1. Direct Discussion: Project leads discuss issue in good faith
2. Executive Escalation: Escalate to senior management within 5 business days
3. Mediation: If unresolved, engage neutral third-party mediator (cost split 50/50)

11.2 Arbitration

If informal resolution fails:

• Binding Arbitration: Disputes shall be resolved by arbitration in Dubai, UAE
• Governing Body: Dubai International Arbitration Centre (DIAC)
• Language: English
• Arbitrator: Single arbitrator chosen by mutual agreement
• Costs: Losing party pays arbitration fees and reasonable legal costs

11.3 Exceptions

Either party may seek court intervention for:

• Injunctive relief (preventing immediate harm)
• Intellectual property disputes
• Payment collection under AED 50,000

12. General Provisions

12.1 Governing Law

These Terms are governed by the laws of the United Arab Emirates and the Dubai International Financial Centre (DIFC).

12.2 Confidentiality

Both parties agree to:

• Keep confidential information private for 5 years
• Use confidential information only for the project
• Return or destroy confidential information upon request

Exceptions: Information that is public, independently developed, or legally required to be disclosed.

12.3 Non-Solicitation

For 12 months after project end, you agree not to:

• Hire our employees who worked on your project
• Solicit our employees to leave SGC TECH AI

Penalty: AED 50,000 per employee solicited or 6 months' salary (whichever is greater).

12.4 Force Majeure

Neither party is liable for delays caused by events beyond reasonable control: natural disasters, war, terrorism, government actions, pandemics, internet outages, strikes.

12.5 Entire Agreement

These Terms, together with your Statement of Work, constitute the entire agreement and supersede all prior discussions.

12.6 Amendments

Changes to these Terms require written agreement signed by both parties. We may update general website Terms with 30 days' notice.

12.7 Severability

If any provision is found invalid, the remaining provisions remain in full effect.

12.8 Waiver

Failure to enforce any right does not constitute a waiver of that right.

12.9 Assignment

You may not assign these Terms without our written consent. We may assign to affiliates or in case of merger/acquisition.

12.10 Notices

All notices must be in writing and sent to:

Notices are effective when delivered via email (with read receipt) or 3 business days after mailing.