Standard quotation & customer terms and conditions
Version 1.0 · Effective 22 October 2026 · UAE
These Terms apply to quotations, proposals, sales orders, product resale, software subscriptions, hardware, implementation, consultancy, cybersecurity services and support supplied by Agile ManageX Technologies LLC (“Agile”) to the purchasing customer (“Customer”).
1. Contract formation and precedence
A quotation is an invitation to order, valid for the period stated (or 15 calendar days if unstated), and subject to availability, credit approval and Agile’s written order acceptance. A Customer purchase order does not bind Agile until accepted in writing. The accepted quotation, expressly referenced statement of work (“SOW”), these Terms and any mutually signed amendment constitute the agreement. In a conflict: signed amendment; SOW for service-specific scope; accepted quotation for commercial particulars; these Terms; then applicable third-party license terms for use of third-party products. Customer purchase-order boilerplate does not apply unless Agile expressly accepts the identified provisions in a document signed by an authorized representative. No verbal assurance changes the agreement.
2. Scope, assumptions and customer selection
Descriptions, quantities, SKU, license metric, edition, subscription duration, scope, deliverables, exclusions and dependencies are only as stated in the accepted quotation/SOW. Customer is responsible for evaluating and selecting products and verifying suitability for its intended use, regulatory environment, integration needs, capacity and licensing requirements, except to the extent Agile has expressly contracted in writing to provide paid assessment or design services. Demonstrations, datasheets, proof-of-concepts and indicative recommendations are not independent guarantees of fitness, security outcomes or regulatory compliance. Customer must promptly provide accurate requirements and review proposed specifications before ordering.
3. Third-party software, hardware and manufacturer terms
Third-party products and cloud services are licensed or warranted by their respective manufacturer, publisher or provider, under their end-user license agreements, support policies, service-level commitments and warranty terms. Agile acts as reseller/distributor/integrator as applicable and does not become the manufacturer or grant a separate product warranty. To the maximum extent permitted by applicable law, Agile disclaims independent warranties concerning third-party products, including uninterrupted operation, vulnerability-free performance, compatibility, non-infringement and fitness for a particular purpose. Agile will reasonably assist with manufacturer warranty or support escalation within its contracted scope; it does not guarantee manufacturer response, remedy or continuity. Nothing in these Terms restricts non-excludable statutory rights.
4. Pricing, taxes and changes
Prices exclude VAT, withholding taxes, bank charges, customs, duties, shipping, third-party usage overages and other charges unless expressly included. VAT is charged as required by UAE law. Foreign-currency pricing is subject to the currency and exchange-rate mechanism stated in the quotation; absent an agreed mechanism, Agile may re-quote before order acceptance if publisher pricing, exchange rates, taxes or availability change. Customer-requested changes require written change orders and may alter price and schedule.
5. Payment, late payment and credit risk
Invoices are payable by the due date specified in the accepted quotation/invoice; if none is specified, within 15 calendar days of invoice date. Unless otherwise agreed, software/subscription orders may require full advance payment and professional services may be billed by agreed milestones. Payment must be made without set-off, deduction or withholding except where mandatory by law; Customer shall provide required withholding certificates and cooperate on lawful tax treatment. Any undisputed overdue amount accrues a contractual late-payment charge of 1% per month (simple, prorated daily), or the maximum permitted by applicable law if lower, subject to enforceability under governing law. Agile may require advance payment, suspend further performance or access under its control after seven calendar days’ written notice of material nonpayment, where lawful and technically feasible; third-party providers may separately suspend under their terms. Customer bears reasonable documented collection costs to the extent legally recoverable. Disputes must be raised with reasons within seven business days of invoice receipt; undisputed sums remain payable. Payment to Agile is not contingent on Customer receiving payment from another party.
6. Orders, cancellation and non-refundable commitments
Following written acceptance or placement of a binding order with an upstream supplier, third-party licenses, subscriptions, renewals, special-order hardware and non-cancellable supplier commitments are non-cancellable and non-refundable to the extent disclosed in the quotation or applicable supplier terms, except for Agile’s breach or rights that cannot lawfully be excluded. Customer-requested cancellation of services requires payment for work performed, non-recoverable committed costs and agreed cancellation charges expressly identified in the quotation/SOW. Agile shall use reasonable efforts to mitigate avoidable costs. Refunds or credits from manufacturers are passed through when actually received and attributable to the Customer, subject to applicable law.
7. Delivery, activation, acceptance and delays
Delivery dates are estimates unless expressly designated as binding milestones in a signed SOW. Delivery of electronic licenses occurs when entitlement, activation details or access is made available to the designated contact. Customer must verify license entitlements and report material discrepancies promptly. Services are accepted on written sign-off or, if Customer does not provide a reasonably detailed rejection within ten business days after delivery, deemed accepted for invoicing purposes, without waiving latent defects or mandatory rights. Any agreed correction period and acceptance tests are set out in the SOW. Delays caused by Customer, publishers, carriers, access restrictions or other dependencies extend affected milestones reasonably; Agile will notify Customer of material known delays.
8. Professional services standard and limits
Agile will perform its expressly contracted professional services with reasonable skill and care using suitably qualified personnel. Unless a signed SOW explicitly states measurable acceptance criteria, Agile does not warrant a particular commercial outcome, regulatory certification, detection rate, complete vulnerability discovery, remediation success, project deadline, or zero defects. Security assessments, configuration, monitoring, testing and recommendations are point-in-time and risk-reduction activities, not guarantees against attack. Recommendations must be evaluated and approved by Customer before implementation.
9. Cybersecurity incidents, hacking and compromise
No product, control, architecture, monitoring service or security assessment can guarantee prevention or detection of all cyberattacks, malware, ransomware, data exfiltration, unauthorized access or outages. Subject to Clause 14 and non-excludable law, Agile is not responsible for cyber incidents caused by third-party product vulnerabilities, publisher outages, Customer systems or configurations, unsupported software, unimplemented recommendations, compromised Customer credentials, third-party actions or events outside Agile’s reasonable control. This does not exclude liability for loss directly caused by Agile’s proven failure to exercise reasonable skill and care within its expressly contracted services, but any such liability remains subject to the agreed limitations to the extent lawful. Incident response, forensics, restoration, ransom negotiations and business-continuity work are excluded unless expressly purchased.
10. Customer security and operational responsibilities
Customer retains responsibility for its security governance, risk acceptance, backups and tested recovery, access management, privileged credentials, MFA, patching, endpoint hygiene, network segmentation, logging, monitoring, lawful processing of data, regulatory compliance and incident-response planning except for specifically outsourced obligations described in a signed SOW. Customer must maintain appropriate cyber insurance where commercially warranted and notify Agile promptly of suspected incidents relevant to Agile’s work. Customer authorizes agreed testing and will secure necessary third-party consents; no intrusive testing will occur outside documented scope.
11. Support, renewals and service levels
Manufacturer support and warranty apply only for the published entitlement and period purchased. Agile support, response windows, on-site coverage, service credits and service-level agreements apply only if separately quoted and expressly accepted in writing. No SLA or uptime commitment is implied. Customer is responsible for renewal decisions and purchase orders before expiry; reminders are courtesy only. Changes to manufacturer licensing, end-of-life, end-of-support, service or pricing policies are controlled by the manufacturer, not Agile.
12. Subcontractors and third parties
Agile may use appropriately qualified employees and subcontractors to perform agreed services, remaining responsible for its own contractual obligations to the extent required by law and the agreed SOW. Third-party publisher, cloud, carrier, hosting, and manufacturer services remain subject to their own terms and controls. Agile does not assume an independent guarantee of a third party’s products or services. Any special personnel screening, location, data access or insurance requirements must be specified and priced in the SOW.
13. Confidentiality, data and intellectual property
Each party will protect the other’s non-public information using reasonable safeguards and use it only for contract performance, subject to standard exclusions for public, independently developed or lawfully received information. Customer retains its data and pre-existing intellectual property. Agile retains its pre-existing tools, methods, templates and know-how; upon full payment, Customer receives a non-exclusive internal-use license to Agile-created deliverables unless otherwise agreed. Third-party software rights are determined solely by the relevant license. Personal data processing terms, controller/processor roles, permitted locations, security controls and breach notifications must be separately documented where legally required.
14. Limitation of liability
To the fullest extent permitted by applicable law, Agile’s total aggregate liability arising out of or related to a quotation, order or SOW, whether in contract, tort (including negligence) or otherwise, is limited to the fees paid or payable to Agile for the specific affected product or service during the 12 months preceding the event giving rise to the claim; for a one-time purchase, the cap is the amount paid or payable for that affected line item. In no event is Agile liable for indirect, special, incidental, punitive or consequential losses, including lost profits, revenue, opportunity, goodwill, anticipated savings, business interruption, data restoration or third-party claims, to the extent such exclusions are legally permissible. This clause does not limit liability for fraud, willful misconduct or any liability that applicable law prohibits limiting. The cap is not a representation of insurance coverage and does not enlarge any insurer’s obligations. A separate signed agreement is required for higher liability caps or customer-specific indemnities.
15. Remedies and claims procedure
Customer must promptly notify Agile in writing of an alleged defect, service failure, security issue or claim, provide reasonable supporting information and allow a reasonable opportunity to investigate and, where practicable, cure. For a proven material breach of Agile’s own services, Agile may, at its option and expense, reperform the affected services or refund fees attributable to the deficient services, without prejudice to mandatory remedies. Customer must mitigate reasonably avoidable losses and preserve evidence. Neither party may admit liability or settle a third-party claim on the other’s behalf without written authority.
16. No unauthorized indemnities or guarantees
Agile gives no hold-harmless undertaking, unlimited indemnity, guaranteed security outcome, guaranteed regulatory compliance, liquidated damages, service credits, performance bond, or liability beyond these Terms unless explicitly agreed in a separately signed instrument by an authorized director. Customer terms embedded in purchase orders, procurement portals, tender documents or onboarding forms do not override this clause merely by submission, acknowledgment or performance. Any agreed deviation must be separately reviewed for pricing and insurability.
17. Suspension and termination
Either party may terminate for material breach not cured within 15 calendar days after written notice, except where immediate termination is justified by law or serious security risk. Agile may suspend work where continuing would be unlawful, unsafe, expose systems to an imminent material risk, or where payment is materially overdue, with notice where reasonably practicable. Termination does not cancel accrued payment obligations, non-refundable third-party commitments or clauses intended to survive. Customer will pay for conforming services delivered and properly committed third-party costs, subject to lawful remedies for breach.
18. Force majeure and external dependencies
Neither party is liable for failure caused by events beyond reasonable control that could not reasonably be prevented or mitigated, including widespread telecom/cloud outages, natural disasters, war or government restrictions; lack of funds alone is not force majeure. Affected parties must notify, mitigate and resume promptly. If material interruption lasts more than 30 days, either party may terminate undelivered services on notice, subject to accrued charges and non-refundable upstream commitments that were disclosed and reasonably incurred.
19. Export controls, sanctions and lawful use
Customer shall comply with applicable export-control, sanctions, anti-bribery, licensing, privacy and cybersecurity laws and will not use or transfer products unlawfully. Orders are subject to publisher authorization and applicable trade restrictions. Agile may reject or suspend a transaction where required by law, sanctions or supplier restrictions and will address refunds in accordance with applicable law and upstream recoverability.
20. Governing law, disputes and notices
These Terms are governed by UAE law as applied in Dubai. Subject to mandatory jurisdiction rules, the courts of Dubai have exclusive jurisdiction. Parties shall first seek good-faith commercial resolution for 15 business days following written notice of dispute. Formal notices must be sent to the contractual contact details in the accepted quotation or order by a method providing reliable evidence of delivery. Severability, non-waiver and survival apply.