Professional Services Terms
Terms for custom development, implementation, integration, and consulting engagements.
These Professional Services Terms (“Services Terms”) apply to custom software development, implementation, integration, cloud architecture, AI automation, managed support, and related consulting services (“Services”) provided by Faaz Technology Solutions Pvt Ltd (“Faaz”) to your organisation (“Client”).
These Services Terms supplement your master services agreement, statement of work (SOW), proposal, or order form (collectively, the “Agreement”). Signed Agreements prevail over these Services Terms where they conflict.
1. Services Scope
Services may include, as defined in each SOW:
- Custom ERP, CRM, HRM, and line-of-business applications
- BPM, workflow automation, and case management systems
- AI-enabled automation, copilots, and intelligent document processing
- Cloud architecture, DevSecOps, and infrastructure design
- Integration with Saudi government portals, banks, ZATCA, and third-party systems
- Implementation, migration, training, and ongoing enhancement
Out-of-scope work requires a change request or new SOW.
2. Client Responsibilities
Client will:
- Designate a project sponsor and authorised decision-makers
- Provide timely access to systems, data, environments, and subject-matter experts
- Review and approve deliverables within agreed timeframes
- Ensure lawful rights to data and materials supplied to Faaz
- Maintain backup, security, and operational controls for Client-managed infrastructure unless Faaz is explicitly contracted to do so
Delays caused by Client may adjust timelines and fees.
3. Project Delivery
Faaz will perform Services with reasonable skill and care in accordance with industry standards for enterprise software. Methodology, milestones, acceptance criteria, and deliverables are defined in the SOW. Unless stated otherwise, acceptance occurs when deliverables materially meet agreed specifications or Client uses them in production.
4. Change Control
Changes to scope, schedule, or fees require written approval through Faaz’s change control process. Faaz may pause work on disputed change requests until resolved.
5. Fees and Payment
Fees, invoicing schedules, and expenses are as stated in the Agreement. Unless otherwise agreed, invoices are due within thirty (30) days. Late payments may incur suspension of Services and interest as permitted by law. Client is responsible for applicable taxes except Faaz’s income taxes.
6. Intellectual Property
Faaz materials
Faaz retains ownership of pre-existing tools, frameworks, Apps4x platform components, libraries, methodologies, and general know-how (“Faaz IP”). Client receives a licence to Faaz IP embedded in deliverables as needed to use the delivered solution, subject to the Agreement.
Custom deliverables
Ownership of custom code and configurations created specifically for Client is as stated in the Agreement. Where not specified, upon full payment Client receives ownership of Client-specific custom deliverables, excluding Faaz IP and third-party components.
Third-party components
Open-source and third-party software remain subject to their respective licences. Client is responsible for compliance with those licences where Client receives deployment artefacts.
7. Confidentiality
Each party will protect confidential information and use it only to perform the engagement. Confidentiality obligations survive termination.
8. Data Protection
Where Faaz processes personal data on Client’s behalf during Services, the parties will execute or incorporate the Data Processing Addendum. Client is controller for Client Data; Faaz acts as processor unless otherwise agreed.
9. Warranties
Faaz warrants that Services will be performed professionally and that custom deliverables will materially conform to agreed specifications for the warranty period stated in the SOW (typically ninety (90) days from acceptance for defect correction). EXCEPT AS EXPRESSLY STATED, SERVICES AND DELIVERABLES ARE PROVIDED WITHOUT OTHER WARRANTIES.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
FAAZ’S AGGREGATE LIABILITY FOR SERVICES SHALL NOT EXCEED THE FEES PAID FOR THE SPECIFIC SOW GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR AS OTHERWISE STATED IN THE AGREEMENT.
11. Indemnity
Client will indemnify Faaz against claims arising from Client Data, Client-provided materials, or Client’s unlawful use of deliverables. Faaz will indemnify Client against third-party claims that custom deliverables (excluding Client materials and third-party components) infringe intellectual property rights, subject to standard exclusions and prompt notice.
12. Subcontractors
Faaz may use qualified subcontractors and affiliates, remaining responsible for their performance and confidentiality obligations.
13. Term and Termination
Either party may terminate an SOW or the Agreement for material breach not cured within the cure period stated in the Agreement. Client will pay for Services performed and non-cancellable commitments through the effective termination date. Provisions on IP, confidentiality, liability, payment, and data return survive.
14. Independent Contractor
Faaz is an independent contractor. Nothing creates a partnership, joint venture, or employment relationship.
15. Governing Law
As specified in the Agreement. If silent, laws of India apply.